What changed in this filing

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Item 9A. Controls and Procedures

2022-02-25 compared with 2021-02-26 · 140 added, 44 removed, 525 unchanged (26% of the section changed)

48 unchanged sentences

OTHER INFORMATION

On February 23, 2022, our board of directors (Board) approved our amended and restated bylaws (A&R Bylaws) effective immediately.

The A&R Bylaws were amended and restated, among other things, to amend advance notice requirements for stockholders to bring proposed director nominees or other items of business before a special or annual stockholders meeting, and to allow annual meetings of stockholders to be held by means of remote communication in addition to being held at any place, as determined by our Board in its sole discretion.

The A&R Bylaws also reflect other technical and administrative changes.

The foregoing description of our A&R Bylaws is qualified in its entirety by the full text of the A&R Bylaws, a copy of which is included as Exhibit 3.5 to this Annual Report on Form 10-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

13 unchanged sentences

Information required by this Item is incorporated by reference to the sections entitled "Principal Accounting Fees" in Vistra's Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders.

Deloitte & Touche LLP's PCAOB ID Number is 34 .

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

27 unchanged sentences

Dividend received from subsidiaries 405 1,105 3,890

Other, net — — ( 1 )

Equity contribution to subsidiaries ( 988 ) — —

Cash provided by investing activities ( 583 ) 1,090 3,854

Cash flows — financing activities:

Issuances of preferred stock 2,000 — —

Repayments/repurchases of debt — ( 747 ) ( 2,903 )

12 unchanged sentences

Cash and cash equivalents $ 668 $ 73

Restricted cash — 43

Trade accounts receivable — net 8 7

Income taxes receivable 15 —

Prepaid expense and other current assets 1 5

7 unchanged sentences

LIABILITIES AND EQUITY

Long-term debt due currently $ — $ 87

Trade accounts payable $ 114 $ 2

1 unchanged sentence

Accrued taxes — 14

Accrued interest — 11

Other current liabilities 3 4

Total current liabilities 189 94

Long-term debt, less amounts due currently — 689

Tax Receivable Agreement obligations 394 447

23 unchanged sentences

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 $ 1.1 billion, $ 3.9 billion and $ 4.7 billion during the years ended December 31, 2020, 2019 and 2018, respectively.

(Parent) of approximately $ 405 million, $ 1.1 billion and $ 3.9 billion during the years ended December 31, 2021, 2020 and 2019, respectively.

Additionally, Vistra Operations may make distributions to Vistra Corp.

2 unchanged sentences

(Parent)'s ownership or operation of Vistra Operations, to pay any taxes or general operating or corporate overhead expenses.

As of December 31, 2020, the maximum amount of restricted net assets of Vistra Operations that may not be distributed to Vistra Corp.

(Parent) totaled approximately $ 1.2 billion.

As of December 31, 2021, all of the restricted net assets of Vistra Operations may be distributed to Vistra Corp.

(Parent) has entered into contracts that contain guarantees to unaffiliated parties that could require performance or payment under certain conditions.

6 unchanged sentences

(Parent) would be insolvent.

(Parent) received $ 1.105 billion, $ 3.890 billion and $ 4.668 billion in dividends from its consolidated subsidiaries in the years ended December 31, 2020, 2019 and 2018, respectively.

(Parent) received $ 405 million, $ 1.105 billion and $ 3.890 billion in dividends from its consolidated subsidiaries in the years ended December 31, 2021, 2020 and 2019, respectively.

In the year ended December 31, 2021, Vistra Corp.

(Parent) made an equity contribution to Vistra Operation of $ 988 million.

16 unchanged sentences

(filed June 29, 2020)

3.1 — Certificate of Amendment o f the Restated Certificate of Incorporation of Vistra Energy Corp.

3.1 — Certificate of Amendment of the Restated Certificate of Incorporation of Vistra Energy Corp.

(now known as Vistra Corp.), effective July 2, 2020

3.3 001-38086

(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

3.4 001-38086

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(ii)) By-laws

3.3 ** — Restated Bylaws of Vistra Corp., effective February 23, 2020

Exhibits Previously Filed With File Number* As

3.5 ** — Amended and Restated Bylaws of Vistra Corp., effective February 23, 2022

(4) Instruments Defining the Rights of Security Holders, Including Indentures

8 unchanged sentences

4.5 001-38086

Form 10-K (filed

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

3 unchanged sentences

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

4.8 ** — 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

4.9 ** — 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

4.8 001-38086

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

4.9 001-38086

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

4.10 001-38086

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

4.11 ** — 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

4.12 001-38086

(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

1 unchanged sentence

(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)

Exhibits Previously Filed With File Number* As

4.14 001-38086

3 unchanged sentences

4.16 001-38086

Form 10-K (filed

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

Exhibits Previously Filed With File Number* As

4.17 001-38086

2 unchanged sentences

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

4.17 ** — 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

4.18 ** 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

4.19 001-38086

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

4.20 001-38086

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

4.21 001-38086

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

4.22 ** — 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

4.23 001-38086

(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

6 unchanged sentences

4.27 001-38086

Form 10-K (filed

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

Exhibits Previously Filed With File Number* As

4.28 001-38086

2 unchanged sentences

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

4.26 ** — 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

4.27 ** — 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

4.30 001-38086

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

4.31 001-38086

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

4.32 001-38086

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

4.33 ** — 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

4.34 001-38086

(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

1 unchanged sentence

(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

Exhibits Previously Filed With File Number* As

4.36 001-38086

11 unchanged sentences

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

Exhibits Previously Filed With File Number* As

4.42 001-38086

11 unchanged sentences

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

4.41 ** — 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

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

4.47 001-38086

(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

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

4.48 001-38086

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

4.49 001-38086

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

4.50 ** — 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

4.51 001-38086

(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

4.52 001-38086

(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)

4.53 001-38086

(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)

4.54 001-38086

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

Exhibits Previously Filed With File Number* As

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

4.56 001-38086

(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

4.57 001-38086

(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

15 unchanged sentences

(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

Exhibits Previously Filed With File Number* As

4.66 001-38086

(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

Exhibits Previously Filed With File Number* As

4.67 001-38086

2 unchanged sentences

(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

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

4.69 001-38086

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

4.70 001-38086

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

4.71 001-38086

(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

4.72 001-38086

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

4.73 001-33443

(filed on February 7, 2017) 4.1 — Warrant Agreement, dated February 2, 2017, by and among Dynegy, Computershare Inc.

11 unchanged sentences

(10) Material Contracts

Exhibits Previously Filed With File Number* As

Management Contracts;

14 unchanged sentences

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)

10.5 ** — Form of Option Award Agreement (Management) for 2016 Omnibus Incentive Plan

Exhibits Previously Filed With File Number* As

10.6 ** — Form of Restricted Stock Unit Award Agreement (Management) for 2016 Omnibus Incentive Plan

10.7 ** — Form of Restricted Stock Unit Award Agreement (Director) for 2016 Omnibus Incentive Plan

10.8 ** — Form of Performance Stock Unit Award Agreement for 2016 Omnibus Incentive Plan

10.5 001-38086

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

10.6 001-38086

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

10.7 001-38086

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

10.8 001-38086

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

10.9 333-215288

Amendment No.

3 unchanged sentences

10.10 001-38086

Form10-K (Year ended December 31, 2018) (filed on February 28, 2019) 10.6 — Amended and Restated 2016 Omnibus Incentive Plan, effective as of February 26, 2019

10.11 001-38086

(filed on May 23, 2019) 10.1 — Amended and Restated 2016 Omnibus Incentive Plan, effective as of May 20, 2019

1 unchanged sentence

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

10.13 ** — Amendment No.

10.12 001-38086

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

4 unchanged sentences

(now known as Vistra Corp.)

Exhibits Previously Filed With File Number* As

10.14 001-33443

26 unchanged sentences

10.26 — Form of indemnification agreement with directors

Exhibits Previously Filed With File Number* As

10.20 333-215288

4 unchanged sentences

10.21 Credit Agreements and Related Agreements

10.22 333-215288

(filed December 23, 2016)

17 unchanged sentences

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.

Exhibits Previously Filed With File Number* As

10.27 001-38086

8 unchanged sentences

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

Exhibits Previously Filed With File Number* As

10.30 001-38086

19 unchanged sentences

Morgan Securities LLC, on behalf of itself and the several Initial Purchases named in Schedule I to the Purchase Agreement

Exhibits Previously Filed With File Number* As

10.37 001-38086

Form 8-K (filed

on May 11, 2021) 10.1 — Purchase Agreement, dated May 5, 2021, by and among Vistra Operations Company LLC and J.P.

Morgan Securities LLC.

On behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase Agreement

10.38 001-38086

Form 8-K (filed

on October 15, 2021) 10.1 — Purchase Agreement, dated October 12, 2021, by and between Vistra Corp.

and Goldman Sachs & Co.

10.39 001-38086

Form 8-K (filed

on December 13, 2021) 10.1 — Purchase Agreement, dated December 7, 2021, by and between Vistra Corp.

and Goldman Sachs & Co.

10.40 001-38086

Form 8-K (filed

on April 2, 2021) 10.1 — Credit Agreement, dated as of March 29, 2021, among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), Royal Bank of Canada (as Administrative Agent and as Collateral Agent), and the 2021 Incremental Term Loan Lender (as defined therein)

10.41 001-38086

Form 8-K (filed

on April 2, 2021) 10.2 — First Amendment to Credit Agreement, dated as of April 1, 2021, among Vistra Operations Company LLC (as Borrower), Vistra Intermediate Company LLC (as Holdings), Royal Bank of Canada (as Administrative Agent and as Collateral Agent), and the 2021 Incremental Term Loan Lender (as defined therein)

10.42 001-38086

(filed on April 9, 2018)

13 unchanged sentences

filed on April 24, 2013).

Exhibits Previously Filed With File Number* As

10.46 Other Material Contracts

10.42 333-215288

Amendment No.

3 unchanged sentences

(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

Exhibits Previously Filed With File Number* As

10.48 001-38086

32 unchanged sentences

(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

Exhibits Previously Filed With File Number* As

10.57 001-38086

(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

10.58 001-38086

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

10.59 001-38086

(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.

Exhibits Previously Filed With File Number* As

10.60 001-38086

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.

10.61 001-38086

(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

10.62 ** — Amendment No.

2 to Master Repurchase Agreement, dated as of December 30, 2021, between TXU Energy Retail Company LLC and MUFG Bank, Ltd.

10.63 ** — 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.

(21) Subsidiaries of the Registrant

17 unchanged sentences

XBRL Data Files

101.INS ** — The following financial information from Vistra Corp.'s Annual Report on Form 10-K for the year ended December 31, 2020 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Cash Flows, (iv) the Consolidated Balance Sheets, (v) the Consolidated Statement of Changes in Equity (vi) the Notes to the Consolidated Financial Statements.

101.INS ** — The following financial information from Vistra Corp.'s Annual Report on Form 10-K for the period ended December 31, 2021 formatted in Inline XBRL (Extensible Business Reporting Language) includes:

(i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (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.

101.SCH ** — XBRL Taxonomy Extension Schema Document

3 unchanged sentences

101.PRE ** — XBRL Taxonomy Extension Presentation Linkbase Document

Exhibits Previously Filed With File Number* As

104 — The Cover Page Interactive Data File does not appear in Exhibit 104 because its XBRL tags are embedded within the Inline XBRL document.

26 unchanged sentences

BARBAS Director February 25, 2022

CRUTCHFIELD Director February 26, 2021

/s/ LISA CRUTCHFIELD Director February 25, 2022

(Lisa Crutchfield)

FERRAIOLI Director February 25, 2022

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures