Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

123K characters. Original on sec.gov · Markdown

Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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

(b) SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

VISTRA CORP. (PARENT)

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF OPERATIONS

(Millions of Dollars)

Year Ended December 31,
202320222021
Depreciation and amortization$(15)$(16)$(17)
Selling, general and administrative expenses(80)(69)(53)
Operating loss(95)(85)(70)
Other income3163
Impacts of Tax Receivable Agreement(164)(128)53
Loss before income tax benefit(228)(207)(14)
Income tax benefit58474
Equity in earnings (losses) of subsidiaries, net of tax1,663(1,067)(1,264)
Net income (loss)$1,493$(1,227)$(1,274)

See Notes to the Condensed Financial Statements.

VISTRA CORP. (PARENT)

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED STATEMENTS OF CASH FLOWS

(Millions of Dollars)

Year Ended December 31,
202320222021
Cash flows — operating activities:
Cash used in operating activities$(31)$(27)$(38)
Cash flows — investing activities:
Capital expenditures———
Dividend received from subsidiaries1,6251,775405
Equity contribution to subsidiaries——(988)
Cash provided by (used in) investing activities1,6251,775(583)
Cash flows — financing activities:
Issuances of preferred stock——2,000
Stock repurchases(1,245)(1,949)(471)
Dividends paid to common stockholders(313)(302)(290)
Dividends paid to preferred stockholders(150)(151)—
Other, net9140(23)
Cash provided by (used in) financing activities(1,617)(2,362)1,216
Net change in cash, cash equivalents and restricted cash(23)(614)595
Cash, cash equivalents and restricted cash — beginning balance5466873
Cash, cash equivalents and restricted cash — ending balance$31$54$668

See Notes to the Condensed Financial Statements.

VISTRA CORP. (PARENT)

SCHEDULE I - CONDENSED FINANCIAL INFORMATION OF REGISTRANT

CONDENSED BALANCE SHEETS

(Millions of Dollars)

December 31,
20232022
ASSETS
Cash and cash equivalents$31$54
Trade accounts receivable — net—11
Income taxes receivable627
Prepaid expense and other current assets—1
Total current assets3793
Investment in affiliated companies4,5074,462
Property, plant and equipment — net33
Identifiable intangible assets — net—15
Accumulated deferred income taxes1,0861,019
Total assets$5,633$5,592
LIABILITIES AND EQUITY
Trade accounts payable$12$3
Accounts payable —affiliates91122
Accrued taxes12(1)
Other current liabilities129
Total current liabilities127133
Tax Receivable Agreement obligations164514
Other noncurrent liabilities and deferred debits2027
Total liabilities311674
Total stockholders' equity5,3224,918
Total liabilities and equity$5,633$5,592

See Notes to the Condensed Financial Statements.

NOTES TO CONDENSED FINANCIAL STATEMENTS

**1.**BASIS OF PRESENTATION

The accompanying unconsolidated condensed balance sheets, statements of net loss and cash flows present results of operations and cash flows of Vistra Corp. (Parent). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to the rules of the SEC. Because the unconsolidated condensed financial statements do not include all of the information and footnotes required by U.S. GAAP, they should be read in conjunction with the financial statements and related notes of Vistra Corp. and Subsidiaries included in the annual report on Form 10-K for the year ended December 31, 2023. Vistra Corp.'s subsidiaries have been accounted for under the equity method. All dollar amounts in the financial statements and tables in the notes are stated in millions of U.S. dollars unless otherwise indicated.

Vistra Corp. (Parent) files a consolidated U.S. federal income tax return. Consolidated tax expenses or benefits and deferred tax assets or liabilities have been allocated to the respective subsidiaries in accordance with the accounting rules that apply to separate financial statements of subsidiaries.

**2.**RESTRICTIONS ON SUBSIDIARIES

The Vistra Operations Credit Agreement generally restricts the ability of Vistra Operations to make distributions to any direct or indirect parent unless such distributions are expressly permitted thereunder. As of December 31, 2023, Vistra Operations can distribute approximately $6.3 billion to Vistra Corp. (Parent) under the Vistra Operations Credit Agreement without the consent of any party. The amount that can be distributed by Vistra Operations to Parent was partially reduced by distributions made by Vistra Operations to Vistra Corp. (Parent) of approximately $1.625 billion, $1.775 billion and $405 million during the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, Vistra Operations may make distributions to Vistra Corp. (Parent) in amounts sufficient for Vistra Corp. (Parent) to make any payments required under the TRA or the Tax Matters Agreement or, to the extent arising out of Vistra Corp. (Parent)'s ownership or operation of Vistra Operations, to pay any taxes or general operating or corporate overhead expenses. As of December 31, 2023, all of the restricted net assets of Vistra Operations may be distributed to Vistra Corp. (Parent).

**3.**GUARANTEES

Vistra Corp. (Parent) has entered into contracts that contain guarantees to unaffiliated parties that could require performance or payment under certain conditions. As of December 31, 2023, there are no material outstanding claims related to guarantee obligations of Vistra Corp. (Parent), and Vistra Corp. (Parent) does not anticipate it will be required to make any material payments under these guarantees in the near term.

**4.**DIVIDEND RESTRICTIONS

Under applicable law, Vistra Corp. (Parent) is prohibited from paying any dividend to the extent that immediately following payment of such dividend there would be no statutory surplus or Vistra Corp. (Parent) would be insolvent.

Vistra Corp. (Parent) received $1.625 billion, $1.775 billion and $405 million in dividends from its consolidated subsidiaries in the years ended December 31, 2023, 2022 and 2021, respectively. In the year ended December 31, 2021, Vistra Corp. (Parent) made an equity contribution to Vistra Operations of $988 million.

(c) EXHIBITS:

Vistra Corp. Exhibits to Form 10-K for the Fiscal Year Ended December 31, 2023

ExhibitsPreviously Filed With File Number*As Exhibit
(2)Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
2.1333-215288 Form S-1 (filed December 23, 2016)2.1—Order of the United States Bankruptcy Court for the District of Delaware Confirming the Third Amended Joint Plan of Reorganization
2.2001-38086 Form 8-K (filed October 31, 2017)2.1—Agreement and Plan of Merger, dated as of October 29, 2017, by and between Vistra Energy Corp. (now known as Vistra Corp.) and Dynegy, Inc.
2.3001-38086 Form 8-K (filed March 7, 2023)2.1—Transaction Agreement, dated March 6, 2023, by and among Vistra Operations Company LLC, Black Pen Inc. and Energy Harbor Corp.
(3(i))Articles of Incorporation
3.1001-38086 Form 8-K (filed May 4, 2020)3.1—Restated Certificate of Incorporation of Vistra Energy Corp. (now known as Vistra Corp.)
3.2001-38086 Form 8-K (filed June 29, 2020)3.1—Certificate of Amendment of the Restated Certificate of Incorporation of Vistra Energy Corp. (now known as Vistra Corp.), effective July 2, 2020
3.3001-38086 Form 8-K (filed on October 15, 2021)3.1—Series A Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on October 14, 2021
ExhibitsPreviously Filed With File Number*As Exhibit
3.4001-38086 Form 8-K (filed on December 13, 2021)3.1—Series B Preferred Stock Certificate of Designation, filed with the Secretary of State of Delaware on December 9, 2021
3.5001-38086 Form 8-K (filed on January 4, 2024)3.1—Series C Preferred Stock Certificate of Designation filed with the Secretary of State of Delaware on December 29, 2023
(3(ii))By-laws
3.5001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022)3.5—Amended and Restated Bylaws of Vistra Corp., effective February 23, 2022
(4)Instruments Defining the Rights of Security Holders, Including Indentures
4.1001-38086 Form 8-K (filed on August 23, 2018)4.1—Indenture for 5.500% Senior Note due 2026, dated as of August 22, 2018, among Vistra Operations Company LLC, as issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee
4.2001-38086 Form 8-K (filed on August 23, 2018)4.2—Form of Rule 144A Global Security for 5.500% Senior Note due 2026 (included in Exhibit 4.1)
4.3001-38086 Form 8-K (filed on August 23, 2018)4.3—Form of Regulation S Global Security for 5.500% Senior Note due 2026 (included in Exhibit 4.1)
4.4001-38086 Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019)4.5—First Supplemental Indenture for the 5.500% Senior Notes due 2026, dated August 30, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.5001-38086 Form 10-K (Year ended December 31, 2019) (filed on February 28, 2020)4.36—Second Supplemental Indenture for the 5.500% Senior Notes due 2026, dated October 25, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.6001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020)4.5—Third Supplemental Indenture for the 5.500% Senior Notes due 2026, dated January 31, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.7001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020)4.6—Fourth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated March 26, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.8001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)4.8—Fifth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated October 7, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.9001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)4.9—Sixth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated January 8, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.10001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021)4.3—Seventh Supplemental Indenture for the 5.500% Senior Notes due 2026, dated July 29, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.11001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022)4.11—Eighth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated December 28, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
ExhibitsPreviously Filed With File Number*As Exhibit
4.12001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023)4.12—Ninth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.13001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023)4.1—Tenth Supplemental Indenture for the 5.500% Senior Notes due 2026, dated July 31, 2023, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.14001-38086 Form 8-K (filed on February 6, 2019)4.1—Indenture for 5.625% Senior Note due 2027, dated as of February 6, 2019, among Vistra Operations Company LLC, as issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee
4.15001-38086 Form 8-K (filed on February 6, 2019)4.2—Form of Rule 144A Global Security for 5.625% Senior Note due 2027 (included in Exhibit 4.1)
4.16001-38086 Form 8-K (filed on February 6, 2019)4.3—Form of Regulation S Global Security for 5.625% Senior Note due 2027 (included in Exhibit 4.1)
4.17001-38086 Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019)4.6—First Supplemental Indenture for the 5.625% Senior Notes due 2027, dated August 30, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.18001-38086 Form 10-K (Year ended December 31, 2019) (filed on February 28, 2020)4.41—Second Supplemental Indenture for the 5.625% Senior Notes due 2027, dated October 25, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.19001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020)4.7—Third Supplemental Indenture for the 5.625% Senior Notes due 2027, dated January 31, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.20001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020)4.8—Fourth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated March 26, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.21001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)4.17—Fifth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated October 7, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.22001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)4.18—Sixth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated January 8, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.23001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021)4.4—Seventh Supplemental Indenture for the 5.625% Senior Notes due 2027, dated July 29, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.24001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022)4.22—Eighth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated December 28, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.25001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023)4.24—Ninth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
ExhibitsPreviously Filed With File Number*As Exhibit
4.26001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023)4.2—Tenth Supplemental Indenture for the 5.625% Senior Notes due 2027, dated July 31, 2023, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.27001-38086 Form 8-K (filed on June 24, 2019)4.1—Indenture for 5.00% Senior Notes due 2027, dated as of June 21, 2019, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee
4.28001-38086 Form 8-K (filed on June 24, 2019)4.2—Form of Rule 144A Global Security for 5.00% Senior Notes due 2027 (included in Exhibit 4.1)
4.29001-38086 Form 8-K (filed on June 24, 2019)4.3—Form of Regulation S Global Security for 5.00% Senior Notes due 2027 (included in Exhibit 4.1)
4.30001-38086 Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019)4.7—First Supplemental Indenture for the 5.000% Senior Notes due 2027, dated August 30, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.31001-38086 Form 10-K (Year ended December 31, 2019) (filed on February 28, 2020)4.46—Second Supplemental Indenture for the 5.000% Senior Notes due 2027, dated October 25, 2019, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.32001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020)4.9—Third Supplemental Indenture for the 5.000% Senior Notes due 2027, dated January 31, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.33001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020)4.10—Fourth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated March 26, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.34001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)4.26—Fifth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated October 7, 2020, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.35001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)4.27—Sixth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated January 8, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.36001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021)4.5—Seventh Supplemental Indenture for the 5.000% Senior Notes due 2027, dated July 29, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.37001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022)4.33—Eighth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated December 28, 2021, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.38001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023)4.36—Ninth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated December 15, 2022, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
4.39001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023)4.3—Tenth Supplemental Indenture for the 5.000% Senior Notes due 2027, dated July 31, 2023, among the Guaranteeing Subsidiaries, the Company, the Subsidiary Guarantors and the Trustee
ExhibitsPreviously Filed With File Number*As Exhibit
4.40001-38086 Form 8-K (filed on June 17, 2019)4.1—Indenture, dated as of June 11, 2019, between Vistra Operations Company LLC, as Issuer, and Wilmington Trust, National Association, as Trustee
4.41001-38086 Form 8-K (filed on June 17, 2019)4.2—Supplemental Indenture for 3.55% Senior Secured Notes due 2024 and 4.30% Senior Secured Notes Due 2029, dated as of June 11, 2019, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee
4.42001-38086 Form 8-K (filed on June 17, 2019)4.3—Form of Rule 144A Global Security for 3.55% Senior Notes due 2024 (included in Exhibit 4.2)
4.43001-38086 Form 8-K (filed on June 17, 2019)4.4—Form of Rule 144A Global Security for 4.30% Senior Notes due 2029 (included in Exhibit 4.2)
4.44001-38086 Form 8-K (filed on June 17, 2019)4.5—Form of Regulation S Global Security for 3.55% Senior Notes due 2024 (included in Exhibit 4.2)
4.45001-38086 Form 8-K (filed on June 17, 2019)4.6—Form of Regulation S Global Security for 4.30% Senior Notes due 2029 (included in Exhibit 4.2)
4.46001-38086 Form 10-Q (Quarter ended September 30, 2019) (filed on November 5, 2019)4.8—Second Supplemental Indenture for 3.55% Senior Secured Notes due 2024 and 4.30% Senior Secured Notes due 2029, dated as of August 30, 2019, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.47001-38086 Form 8-K (filed on November 21, 2019)4.1—Third Supplemental Indenture for 3.55% Senior Secured Notes due 2024 and 4.30% Senior Secured Notes due 2029, dated as of October 25, 2019, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, Subsidiary Guarantors and the Trustee
4.48001-38086 Form 8-K (filed on November 21, 2019)4.2—Fourth Supplemental Indenture, dated as of November 15, 2019, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee
4.49001-38086 Form 8-K (filed on November 21, 2019)4.3—Form of Rule 144A Global Security for 3.70% Senior Note due 2027 (included in Exhibit 4.2)
4.50001-38086 Form 8-K (filed on November 21, 2019)4.4—Form of Regulation S Global Security for 3.70% Senior Note due 2027 (included in Exhibit 4.2)
4.51001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020)4.11—Fifth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of January 31, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.52001-38086 Form 10-Q (Quarter ended March 31, 2020) (filed on May 5, 2020)4.12—Sixth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of March 26, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.53001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)4.41—Seventh Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of October 7, 2020, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
ExhibitsPreviously Filed With File Number*As Exhibit
4.54001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)4.42—Eighth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of January 8, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.55001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021)4.6—Ninth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of July 29, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.56001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022)4.50—Tenth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027 and 4.30% Senior Secured Notes due 2029, dated as of December 28, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.57001-38086 Form 8-K (filed on May 16, 2022)4.1—Eleventh Supplemental Indenture for 4.875% Senior Secured Notes due 2024 and 5.125% Senior Secured Notes due 2025, dated as of May 13, 2022, among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors and the Trustee
4.58001-38086 Form 8-K (filed on May 16, 2022)4.2—Form of Rule 144A Global Security for 4.875% Senior Note due 2024 (included in Exhibit 4.1)
4.59001-38086 Form 8-K (filed on May 16, 2022)4.3—Form of Regulation S Global Security for 4.875% Senior Note due 2024 (included in Exhibit 4.1)
4.60001-38086 Form 8-K (filed on May 16, 2022)4.4—Form of Rule 144A Global Security for 5.125% Senior Note due 2025 (included in Exhibit 4.1)
4.61001-38086 Form 8-K (filed on May 16, 2022)4.5—Form of Regulation S Global Security for 5.125% Senior Note due 2025 (included in Exhibit 4.1)
4.62001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023)4.55—Twelfth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027, 4.30% Senior Secured Notes due 2029, 4.875% Senior Secured Notes due 2024 and 5.125% Senior Secured Notes due 2025, dated as of December 15, 2022, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.63001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023)4.4—Thirteenth Supplemental Indenture for 3.55% Senior Secured Notes due 2024, 3.70% Senior Secured Notes due 2027, 4.30% Senior Secured Notes due 2029, 4.875% Senior Secured Notes due 2024 and 5.125% Senior Secured Notes due 2025, dated as of July 31, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.64001-38086 Form 8-K (filed on October 2, 2023)4.1—Fourteenth Supplemental Indenture for the 6.950% Senior Secured Notes due 2033, dated as of September 26, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.65001-38086 Form 8-K (filed on October 2, 2023)4.2—Indenture for the 7.750% Senior Unsecured Notes due 2031, dated as of September 26, 2023, by and among Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors and the Trustee
4.66001-38086 Form 8-K (filed on October 2, 2023)4.3—Form of Rule 144A Global Security for 6.950% Senior Secured Note due 2033 (included in Exhibit 4.1)
ExhibitsPreviously Filed With File Number*As Exhibit
4.67001-38086 Form 8-K (filed on October 2, 2023)4.4—Form of Regulation S Global Security for 6.950% Senior Secured Note due 2033 (included in Exhibit 4.1)
4.68001-38086 Form 8-K (filed on October 2, 2023)4.5—Form of Rule 144A Global Security for 7.750% Senior Unsecured Note due 2031 (included in Exhibit 4.2)
4.69001-38086 Form 8-K (filed on October 2, 2023)4.6—Form of Regulation S Global Security for 7.750% Senior Unsecured Note due 2031 (included in Exhibit 4.2)
4.70001-38086 Form 8-K (filed on May 11, 2021)4.1—Indenture for 4.375% Senior Notes due 2029, dated as of May 10, 2021, between Vistra Operations Company LLC, as Issuer, the Subsidiary Guarantors, and Wilmington Trust, National Association, as Trustee
4.71001-38086 Form 8-K (filed on May 11, 2021)4.2—Form of Rule 144A Global Security for 4.375% Senior Notes due 2029 (included in Exhibit 4.1)
4.72001-38086 Form 8-K (filed on May 11, 2021)4.3—Form of Regulation S Global Security for 4.375% Senior Notes due 2029 (included in Exhibit 4.1)
4.73001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021)4.7—First Supplemental Indenture for the 4.375% Senior Notes due 2029, dated July 29, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.74001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022)4.55—Second Supplemental Indenture for the 4.375% Senior Notes due 2029, dated December 28, 2021, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.75001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023)4.65—Third Supplemental Indenture for the 4.375% Senior Notes due 2029, dated December 15, 2022, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.76001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023)4.5—Fourth Supplemental Indenture for the 4.375% Senior Notes due 2029, dated July 31, 2023, among Vistra Operations Company LLC, as Issuer, the Guaranteeing Subsidiaries, the Subsidiary Guarantors and the Trustee
4.77001-38086 Form 8-K (filed on August 23, 2018)4.7—Purchase and Sale Agreement dated as of August 21, 2018, between TXU Energy Retail Company LLC as originator, and TXU Energy Receivables Company LLC, as purchaser
4.78001-38086 Form 8-K (filed on August 23, 2018)4.8—Receivable Purchase Agreement dated as of August 21, 2018, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator
4.79001-38086 Form 8-K (filed on April 5, 2019)4.1—First Amendment to Purchase and Sale Agreement, dated as of April 1, 2019, among TXU Energy Retail Company LLC, Dynegy Energy Services, LLC, and Dynegy Energy Services (East), LLC, each as an originator, and TXU Energy Receivables Company LLC, as purchaser
4.80001-38086 Form 10-Q (Quarter ended June 30, 2019) (filed on August 2, 2019)4.12—Second Amendment to Purchase and Sale Agreement, dated as of June 3, 2019, among TXU Energy Retail Company LLC, Dynegy Energy Services, LLC, and Dynegy Energy Services (East), LLC, each as an originator, and TXU Energy Receivables Company LLC, as purchaser
ExhibitsPreviously Filed With File Number*As Exhibit
4.81001-38086 Form 8-K (filed on July 19, 2019)4.1—Third Amendment to Purchase and Sale Agreement, dated as of July 15, 2019, among TXU Energy Retail Company LLC, Dynegy Energy Services, LLC, and Dynegy Energy Services (East), LLC, each as an originator, and TXU Energy Receivables Company LLC, as purchaser
4.82001-38086 Form 8-K (filed on October 16, 2020)4.1—Fourth Amendment to Purchase and Sale Agreement, dated as of October 9, 2020, among TXU Energy Retail Company LLC, as an originator and servicer, the other originators named therein, and TXU Energy Receivables Company LLC, as purchaser
4.83001-38086 Form 8-K (filed on December 28, 2020)4.1—Fifth Amendment to Purchase and Sale Agreement, dated as of December 21, 2020, among TXU Energy Retail Company LLC, certain originators named therein, and TXU Energy Receivables Company LLC, as purchaser
4.84001-38086 Form 8-K (filed on April 5, 2019)4.2—First Amendment to Receivables Purchase Agreement, dated as of April 1, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator
4.85001-38086 Form 10-Q (Quarter ended June 30, 2019) (filed on August 2, 2019)4.13—Second Amendment to Receivables Purchase Agreement, dated as of June 3, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator
4.86001-38086 Form 8-K (filed on July 19, 2019)4.2—Third Amendment to Receivables Purchase Agreement, dated as of July 15, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator
4.87001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023)4.76—Fourth Amendment to Receivables Purchase Agreement, dated as of November 15, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator
4.88001-38086 Form 8-K (filed on July 16, 2020)4.1—Fifth Amendment to Receivables Purchase Agreement, dated as of July 13, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator
4.89001-38086 Form 8-K (filed on October 16, 2020)4.2—Sixth Amendment to Receivables Purchase Agreement, dated as of October 9, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator
4.90001-38086 Form 8-K (filed on December 28, 2020)4.2—Seventh Amendment to Receivables Purchase Agreement, dated as of December 21, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator
ExhibitsPreviously Filed With File Number*As Exhibit
4.91001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)4.56—Eighth Amendment to Receivables Purchase Agreement, dated as of February 19, 2020, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator
4.92001-38086 Form 10-Q (Quarter ended March 31, 2021) (filed on May 4, 2021)4.6—Ninth Amendment to Receivables Purchase Agreement, dated as of March 26, 2021, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator
4.93001-38086 Form 8-K (filed on July 15, 2021)4.1—Tenth Amendment to Receivables Purchase Agreement, dated as of July 9, 2021, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator
4.94001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021)4.2—Eleventh Amendment to Receivables Purchase Agreement, dated as of July 16, 2021, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator
4.95001-38086 Form of 8-K (filed on July 15, 2022)4.1—Twelfth Amendment to Receivables Purchase Agreement, dated as of July 11, 2022, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein, and Credit Agricole Corporate and Investment Bank, as administrator
4.96001-33443 Form of 8-K (filed on July 17, 2023)4.1—Thirteenth Amendment to Receivables Purchase Agreement, dated as of July 11, 2023, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator
4.97001-33443 Form of 8-K (filed on June 22, 2023)4.1—Facility Agreement, dated June 15, 2023, among Palomino Funding Trust I, Vistra Operations Company LLC, the subsidiary guarantors party thereto and Bank of New York Mellon Trust Company, N.A., as senior secured notes trustee
4.98001-33443 Form of 8-K (filed on June 22, 2023)4.2—Amended and Restated Declaration of Trust of Palomino Funding Trust I, dated June 15, 2023, among Vistra Operations Company LLC, as depositor, The Bank of New York Mellon Trust Company, N.A., as trustee, BNY Mellon Trust of Delaware, as Delaware trustee, and Vistra Operations Company LLC, solely for the purposes of Sections 5.10(b) and (f), Sections 5.17(b), (d), (e) and (f) and Section 10.4(c)
4.99001-33443 Form of 8-K (filed on June 22, 2023)4.3—Indenture, dated June 15, 2023, between Vistra Operations Company LLC, as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee
4.100001-33443 Form of 8-K (filed on June 22, 2023)4.4—Supplemental Indenture, dated June 15, 2023, between Vistra Operations Company LLC, as issuer, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee
4.101001-33443 Form of 8-K (filed on June 22, 2023)4.5—Form of 7.233% Senior Secured Notes due 2028 (included in Exhibit 4.4)
ExhibitsPreviously Filed With File Number*As Exhibit
4.102001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023)4.6—Second Supplemental Indenture for the 7.233% Senior Secured Notes due 2028, dated August 3, 2023, among Vistra Operations Company LLC, as Issuer, the subsidiary guarantors party thereto and the Bank of New York Mellon Trust Company, N.A., as trustee
4.103333-215288 Form S-1 (filed December 23, 2016)4.1—Registration Rights Agreement, by and among TCEH Corp. (now known as Vistra Corp.) and the Holders party thereto, dated as of October 3, 2016
4.104**—Description of Capital Stock
(10)Material Contracts
Management Contracts; Compensatory Plans, Contracts and Arrangements
10.1333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.6—2016 Omnibus Incentive Plan
10.2333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.7—Form of Option Award Agreement (Management) for 2016 Omnibus Incentive Plan (pre-2021 awards)
10.3333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.8—Form of Restricted Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan (pre-2021 awards)
10.4001-33443 Form10-K (Year ended December 31, 2017) (filed on February 26, 2018)10(d)—Form of Performance Stock Unit Award Agreement for 2016 Omnibus Incentive Plan (pre-2021 awards)
10.5001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)10.5—Form of Option Award Agreement (Management) for 2016 Omnibus Incentive Plan
10.6001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)10.6—Form of Restricted Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan
10.7001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)10.7—Form of Restricted Stock Unit Award Agreement (Director) for 2016 Omnibus Incentive Plan
10.8001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)10.8—Form of Performance Stock Unit Award Agreement for 2016 Omnibus Incentive Plan
10.9333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.9—Vistra Corp. Executive Annual Incentive Plan
10.10001-38086 Form 8-K (filed on May 23, 2019)10.1—Amended and Restated 2016 Omnibus Incentive Plan, effective as of May 20, 2019
10.11001-33443 Form10-K (Year ended December 31, 2018) (filed on February 28, 2019)10.7—Vistra Equity Deferred Compensation Plan for Certain Directors, effective as of January 1, 2019
ExhibitsPreviously Filed With File Number*As Exhibit
10.12001-38086 Form 10-K (Year ended December 31, 2020) (filed on February 26, 2021)10.13—Amendment No. 1 to the Vistra Equity Deferred Compensation Plan, dated effective as of February 24, 2021
10.13001-38086 Form 8-K (filed May 4, 2018)10.1—Amended and Restated Employment Agreement, dated as of May 1, 2018, between Curtis A. Morgan and Vistra Energy Corp. (now known as Vistra Corp.)
10.14001-38086 Form 8-K (filed March 21, 2022)10.1—Transition and Advisory Agreement, dated as of March 20, 2022, between Curtis A. Morgan and Vistra Corp.
10.15**—Second Amended and Restated Employment Agreement, dated March 20, 2022, between James A. Burke and Vistra Corp.
10.16**—Employment Agreement, dated as of July 20, 2022, between Kristopher E. Moldovan, Vistra Corp. and Vistra Corporate Services Company
10.17**—Amended and Restated Employment Agreement, dated as of May 5, 2022, between Stephanie Zapata Moore, Vistra Corp. and Vistra Corporate Services Company
10.18**—Amended and Restated Employment Agreement, dated as of May 5, 2022, between Carrie Lee Kirby, Vistra Corp. and Vistra Corporate Services Company
10.19**—Amended and Restated Employment Agreement, dated as of May 5, 2022, between Scott A. Hudson, Vistra Corp. and Vistra Corporate Services Company
10.20**—Amended and Restated Employment Agreement, dated as of May 5, 2022, between Stephen J. Muscato, Vistra Corp. and Vistra Corporate Services Company
10.21**—Employment Agreement, dated as of August 23, 2022, between Stacey Doré, Vistra Corp. and Vistra Corporate Services Company
10.22001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023)10.22—Form of indemnification agreement with directors and officers
Credit Agreements and Related Agreements
10.23333-215288 Form S-1 (filed December 23, 2016)10.1—Credit Agreement, dated as of October 3, 2016
10.24333-215288 Form S-1 (filed December 23, 2016)10.2—Amendment to Credit Agreement, dated December 14, 2016, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
10.25333-215288 Amendment No. 1 to Form S-1 (filed February 14, 2017)10.3—Second Amendment to Credit Agreement, dated February 1, 2017, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
10.26333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.4—Third Amendment to Credit Agreement, dated February 28, 2017, by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
ExhibitsPreviously Filed With File Number*As Exhibit
10.27001-38086 Form 8-K (filed August 17, 2017)10.1—Fourth Amendment to Credit Agreement, dated as of August 17, 2017 (effective August 17, 2017), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
10.28001-38086 Form 8-K (filed December 14, 2017)10.1—Fifth Amendment to Credit Agreement, dated as of December 14, 2017 (effective December 14, 2017), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
10.29001-38086 Form 8-K (filed February 22, 2018)10.1—Sixth Amendment to Credit Agreement, dated as of February 20, 2018 (effective February 20, 2018), by and among Deutsche Bank AG New York Branch, Vistra Operations Company LLC, Vistra Intermediate Company LLC and the other Credit Parties and Lenders party thereto.
10.30001-38086 Form 8-K (filed June 15, 2018)10.1—Seventh Amendment to Credit Agreement, dated as of June 14, 2018, by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the other Credit Parties party thereto, Credit Suisse and Citibank, N.A. as the 2018 Incremental Term Loan Lenders, the various other Lenders party thereto, Credit Suisse as Successor Administrative Agent and as Successor Collateral Agent, and Delaware Trust Company, as Collateral Trustee.
10.31001-38086 Form 8-K (filed April 4, 2019)10.4—Eighth Amendment to Credit Agreement, dated March 29, 2019, by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the other Credit Parties (as defined in the Vistra Operations Credit Agreement) party thereto, Bank of Montreal, Chicago Branch, as new Revolving Loan Lender, Revolving Letter of Credit Issuer and Joint Lead Arranger, the various other Lenders and Letter of Credit Issuers party thereto, and Credit Suisse as Administrative Agent and Collateral Agent
10.32001-38086 Form 8-K (filed May 29, 2019)10.1—Ninth Amendment to Credit Agreement, dated May 29, 2019, by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the other Credit Parties (as defined in the Vistra Operations Credit Agreement) party thereto, Sun Trust Bank, as incremental Revolving Loan Lender, and Credit Suisse AG, Cayman Island Branch, as Administrative Agent and Collateral Agent
10.33001-38086 Form 8-K (filed on November 21, 2019)10.1—Tenth Amendment to the Credit Agreement, dated November 15, 2019, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, the other Credit Parties (as defined in the Credit Agreement) party thereto, Credit Suisse AG, Cayman Islands Branch (as the 2019 Incremental Term Loan Lender and as Administrative Agent and as Collateral Agent), and the other Lenders party thereto
10.34001-38086 Form 8-K (filed on May 5, 2022)10.1—Eleventh Amendment to the Credit Agreement, dated April 29, 2022, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, the other Credit Parties (as defined in the Credit Agreement) party thereto, the financial institutions providing 2022 New Revolving Credit Commitments (as defined in the Credit Agreement), the Revolving Credit Lenders providing 2022 Extended Revolving Credit Commitments (as defined in the Credit Agreement), the Revolving Letter of Credit Issuers (as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent)
ExhibitsPreviously Filed With File Number*As Exhibit
10.35001-38086 Form 10-Q (Quarter ended September 30, 2022) (filed on November 4, 2022)10.3—Twelfth Amendment to the Credit Agreement, dated July 18, 2022, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, financial institutions, Revolving Credit Lenders, and Revolving Letter of Credit Issuers (in each case as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent)
10.36001-38086 Form 10-Q (Quarter ended June 30, 2023) (filed on August 9, 2023)10.1—Thirteenth Amendment to the Credit Agreement, dated April 28, 2023, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, financial institutions, Revolving Credit Lenders, and Revolving Letter of Credit Issuers (in each case as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent)
10.37001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023)10.1—Fourteenth Amendment to the Credit Agreement, dated September 26, 2023, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the other Credit Parties (as defined in the Credit Agreement) party thereto, financial institutions, Revolving Credit Lenders, and Revolving Letter of Credit Issuers (in each case as defined in the Credit Agreement) party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent)
10.38001-38086 Form 8-K (filed on December 26, 2023)10.1—Fifteenth Amendment to the Credit Agreement, dated December 20, 2023, by and among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), the 2023 Incremental Term Loan Lender, the other Credit Parties (as defined in the Credit Agreement) party thereto, the other lenders party thereto, and Credit Suisse AG, Cayman Islands Branch (as Administrative Agent and as Collateral Agent)
10.39001-38086 Form 8-K (filed on April 9, 2018)10.10—Assumption Agreement, dated as of April 9, 2018, between Vistra Energy Corp. (now known as Vistra Corp.) (as successor by merger to Dynegy Inc.), and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent and as Collateral Trustee.
10.40001-38086 Form 8-K (filed on April 9, 2018)10.11—Guarantee and Collateral Agreement, dated as of April 23, 2013, among Dynegy Inc., the subsidiaries of the borrower from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013).
10.41001-38086 Form 8-K (filed on April 9, 2018)10.12—Joinder, dated as of April 9, 2018, among Vistra Energy Corp. (now known as Vistra Corp.), the subsidiary guarantors party thereto and Credit Suisse AG, Cayman Islands Branch, as Collateral Trustee.
10.42001-38086 Form 8-K (filed on April 9, 2018)10.13—Collateral Trust and Intercreditor Agreement, dated as of April 23, 2013 among Dynegy, the Subsidiary Guarantors (as defined therein), Credit Suisse AG, Cayman Islands Branch and each person party thereto from time to time (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Dynegy Inc. filed on April 24, 2013).
10.43001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022)10.63—Credit Agreement, dated as of February 4, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto
10.44001-38086 Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022)10.3—First Amendment to Credit Agreement, dated as of May 5, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto
ExhibitsPreviously Filed With File Number*As Exhibit
10.45001-38086 Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022)10.4—Second Amendment to Credit Agreement, dated as of May 26, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto
10.46001-38086 Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022)10.5—Third Amendment to Credit Agreement, dated as of June 8, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto
10.47001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023)10.72—Fourth Amendment to Credit Agreement, dated as of October 5, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto
10.48001-38086 Form 10-K (Year ended December 31, 2022) (filed on March 1, 2023)10.73—Fifth Amendment to Credit Agreement, dated as of October 21, 2022, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto
10.49001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023)10.2—Sixth Amendment to Credit Agreement, dated as of September 26, 2023, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto
10.50001-38086 Form 10-Q (Quarter ended September 30, 2023) (filed on November 7, 2023)10.3—Seventh Amendment to Credit Agreement, dated as of October 4, 2023, among Vistra Operations Company LLC, as Borrower, Vistra Intermediate Company LLC, as Holdings, Citibank, N.A., as Administrative Agent and as Collateral Agent, and the other lenders party thereto
Other Material Contracts
10.51333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.5—Collateral Trust Agreement, dated as of October 3, 2016, by and among TEX Operations Company LLC (now known as Vistra Operations LLC), the Grantors from time to time thereto, Railroad Commission of Texas, as first-out representative, and Deutsche Bank AG, New York Branch, as senior credit agreement representative
10.52001-38086 Form 8-K (filed on June 15, 2018)10.2—Amendment to Collateral Trust Agreement, effective as of June 14, 2018, among Vistra Operations Company LLC, the other Grantors from time to time party thereto, Railroad Commission of Texas, as first-out representative, and Credit Suisse AG, Cayman Islands Branch, as senior credit agreement agent, and Delaware Trust Company, as Collateral Trustee
10.53001-38086 Form 8-K (filed on June 15, 2018)10.3—Collateral Trust Joinder, dated June 14, 2018, between the Additional Grantors party thereto and Delaware Trust Company, as Collateral Trustee, to the Collateral Trust Agreement, effective pursuant to the Seventh Amendment as of June 14, 2018, among Vistra Operations Company LLC, the other Grantors from time to time party thereto, Railroad Commission of Texas, as First-Out Representative, Credit Suisse AG, Cayman Islands Branch, as Senior Credit Agreement Agent, and Delaware Trust Company, as Collateral Trustee.
10.54001-38086 Form 8-K (filed on January 4, 2024)10.1—Amended and Restated Tax Receivable Agreement, dated December 29, 2023, by and between the Company and Equiniti Trust Company, LLC
ExhibitsPreviously Filed With File Number*As Exhibit
10.55333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.14—Tax Matters Agreement, by and among TEX Energy LLC (now known as Vistra Corp.), EFH Corp., Energy Future Intermediate Holding Company LLC, EFI Finance Inc. and EFH Merger Co. LLC, dated as of October 3, 2016
10.56333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.15—Transition Services Agreement, by and between Energy Future Holdings Corp. and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016
10.57333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.16—Separation Agreement, by and between Energy Future Holdings Corp., TEX Energy LLC (now known as Vistra Corp.) and TEX Operations Company LLC (now known as Vistra Operations LLC), dated as of October 3, 2016
10.58333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.17—Purchase and Sale Agreement, dated as of November 25, 2015, by and between La Frontera Ventures, LLC and Luminant Holding Company LLC
10.59333-215288 Amendment No. 2 to Form S-1 (filed April 5, 2017)10.18—Amended and Restated Split Participant Agreement, by and between Oncor Electric Delivery Company LLC (f/k/a TXU Electric Delivery Company) and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016
10.60001-38086 Form 8-K (filed July 7, 2017)10(a)—Asset Purchase Agreement, dated as of July 5, 2017, by and among Odessa-Ector Power Partners, L.P., La Frontera Holdings, LLC, Vistra Operations Company LLC, Koch Resources, LLC
10.61001-38086 Form 8-K (filed March 7, 2023)10.1—Form of Support Agreement, dated March 6, 2023
10.62001-38086 Form 8-K (filed March 7, 2023)10.2—Form of Contribution and Exchange Agreement, dated March 6, 2023
10.63001-38086 Form 8-K (filed on October 16, 2020)10.1—Master Framework Agreement, dated as of October 9, 2020, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, and MUFG Bank, Ltd., as buyer
10.64001-38086 Form 8-K (filed on July 15, 2021)10.1—Amendment No. 1 to Master Framework Agreement, dated as of July 1, 2021, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer
10.65001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021)10.2—Amendment No. 2 to Master Framework Agreement, dated as of August 3, 2021, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer
10.66001-38086 Form 8-K (filed on July 15, 2022)10.1—Amendment No. 3 to Master Framework Agreement, dated as of July 11, 2022, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators named therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer
10.67001-38086 Form 8-K (filed on July 17, 2023)10.1—Amendment No. 4 to Master Framework Agreement, dated as of July 11, 2023, by and among TXU Energy Retail Company LLC, as seller and seller party agent, certain originators name therein, Vistra Operations Company LLC, as guarantor, and MUFG Bank, Ltd., as buyer
ExhibitsPreviously Filed With File Number*As Exhibit
10.68001-38086 Form 8-K (filed on October 16, 2020)10.2—Master Repurchase Agreement, dated as of October 9, 2020, between TXU Energy Retail Company LLC and MUFG Bank, Ltd.
10.69001-38086 Form 10-Q (Quarter ended September 30, 2021) (filed on November 5, 2021)10.3—Amendment No. 1 to Master Repurchase Agreement, dated as of August 3, 2021, between TXU Energy Retail Company LLC and MUFG Bank, Ltd.
10.70001-38086 Form 8-K (filed on December 28, 2020)10.1—Joinder Agreement, dated as of December 21, 2020, among TXU Energy Retail company LLC, as seller party agent, Vistra Operations Company LLC, as guarantor, certain originators named therein, and MUFG Bank, Ltd., as buyer
10.71001-38086 Form 10-K (Year ended December 31, 2021) (filed on February 25, 2022)10.62—Amendment No. 2 to Master Repurchase Agreement, dated as of December 30, 2021, between TXU Energy Retail Company LLC and MUFG Bank, Ltd.
10.72001-38086 Form 8-K (filed on July 17, 2023)10.2—Amendment No. 3 to Master Repurchase Agreement, dated as of July 11, 2023, by and among TXU Energy Retail Company LLC, as seller and MUFG Bank, Ltd., as buyer
(21)Subsidiaries of the Registrant
21.1**—Significant Subsidiaries of Vistra Corp.
(23)Consent of Experts
23.1**—Consent of Deloitte & Touche LLP
(31)Rule 13a-14(a) / 15d-14(a) Certifications
31.1**—Certification of James A. Burke, principal executive officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**—Certification of Kristopher E. Moldovan, principal financial officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)Section 1350 Certifications
32.1***—Certification of James A. Burke, principal executive officer of Vistra Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2***—Certification of Kristopher E. Moldovan, principal financial officer of Vistra Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(95)Mine Safety Disclosures
95.1**—Mine Safety Disclosures
(97)Policy Relating to Recover of Erroneously Awarded Compensation
97.1**—Vistra Corp. Clawback Policy
XBRL Data Files
101.INS**—The following financial information from Vistra Corp.'s Annual Report on Form 10-K for the period ended December 31, 2023 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income (Loss), (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statement of Changes in Equity and (vi) the Notes to the Consolidated Financial Statements.
ExhibitsPreviously Filed With File Number*As Exhibit
101.SCH**—XBRL Taxonomy Extension Schema Document
101.CAL**—XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF**—XBRL Taxonomy Extension Definition Linkbase Document
101.LAB**—XBRL Taxonomy Extension Label Linkbase Document
101.PRE**—XBRL Taxonomy Extension Presentation Linkbase Document
104—The Cover Page Interactive Data File does not appear in Exhibit 104 because its XBRL tags are embedded within the Inline XBRL document.
  • Incorporated herein by reference

** Filed herewith

*** Furnished herewith

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES · Next: Item 16. FORM 10-K SUMMARY