Item 9A. Controls and Procedures
Item 9A. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15a-15(e) of the Exchange Act) in effect at December 31, 2021. Based on the evaluation performed, our principal executive officer and principal financial officer concluded that the disclosure controls and procedures were effective as of that date.
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(e) and 15a-15(e) of the Exchange Act) during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
VISTRA CORP.
MANAGEMENT’S ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of Vistra Corp. is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) for the company. Vistra Corp.'s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in condition or the deterioration of compliance with procedures or policies.
The management of Vistra Corp. performed an evaluation of the effectiveness of the company's internal control over financial reporting as of December 31, 2021 based on the Committee of Sponsoring Organizations of the Treadway Commission's (COSO's) Internal Control - Integrated Framework (2013) . Based on the review performed, management believes that as of December 31, 2021 Vistra Corp.'s internal control over financial reporting was effective.
The independent registered public accounting firm of Deloitte & Touche LLP as auditors of the consolidated financial statements of Vistra Corp. has issued an attestation report on Vistra Corp.'s internal control over financial reporting.
/s/ CURTIS A. MORGAN /s/ JAMES A. BURKE
Curtis A. Morgan James A. Burke
Chief Executive Officer President and Chief Financial Officer
(Principal Executive Officer) (Principal Financial Officer)
February 25, 2022
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Vistra Corp.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Vistra Corp. and its subsidiaries (the “Company”) as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2021, of the Company and our report dated February 25, 2022, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
Dallas, Texas
February 25, 2022
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Item 9B. 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.
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
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PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Code of Ethics
Vistra has adopted a code of ethics entitled "Vistra Code of Conduct" that applies to directors, officers and employees, including the chief executive officer and senior financial officers of Vistra. It may be accessed through the "Corporate Governance" section of the Company's website at www.vistracorp.com . Vistra also elects to disclose the information required by Form 8-K, Item 5.05, "Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics," through the Company's website and will disclose such events within four business days following the date of the amendment or waiver, and such information will remain available on this website for at least a 12-month period. A copy of the "Vistra Code of Conduct" is available in print to any stockholder who requests it.
Other information required by this Item is incorporated by reference to the similarly named section of Vistra Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders.
Item 11. EXECUTIVE COMPENSATION
Information required by this Item is incorporated by reference to the similarly named section of Vistra's Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item is incorporated by reference to the sections entitled "Beneficial Ownership of Common Stock of the Company" in Vistra's Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item is incorporated by reference to the sections entitled "Business Relationships and Related Person Transactions Policy" and "Director Independence" in Vistra's Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
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 .
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PART IV
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,
2021 2020 2019
Depreciation and amortization $ ( 17 ) $ ( 15 ) $ ( 7 )
Selling, general and administrative expenses ( 53 ) ( 72 ) ( 62 )
Operating loss ( 70 ) ( 87 ) ( 69 )
Other income 3 5 12
Interest expense and related charges — ( 7 ) ( 88 )
Impacts of Tax Receivable Agreement 53 5 ( 37 )
Loss before income tax benefit ( 14 ) ( 84 ) ( 182 )
Income tax benefit 4 25 42
Equity in earnings of subsidiaries, net of tax ( 1,264 ) 695 1,068
Net income (loss) $ ( 1,274 ) $ 636 $ 928
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,
2021 2020 2019
Cash flows — operating activities:
Cash used in operating activities $ ( 38 ) $ ( 86 ) $ ( 58 )
Cash flows — investing activities:
Capital expenditures — ( 15 ) ( 36 )
Dividend received from subsidiaries 405 1,105 3,890
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 )
Debt tender offer and other debt financing fees — ( 17 ) ( 123 )
Stock repurchases ( 471 ) — ( 656 )
Dividends paid to stockholders ( 290 ) ( 266 ) ( 243 )
Other, net ( 23 ) — —
Cash used in financing activities 1,216 ( 1,030 ) ( 3,925 )
Net change in cash, cash equivalents and restricted cash 595 ( 26 ) ( 129 )
Cash, cash equivalents and restricted cash — beginning balance 73 99 228
Cash, cash equivalents and restricted cash — ending balance $ 668 $ 73 $ 99
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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,
2021 2020
ASSETS
Cash and cash equivalents $ 668 $ 73
Trade accounts receivable — net 8 7
Income taxes receivable 15 —
Prepaid expense and other current assets 1 5
Total current assets 692 85
Investment in affiliated companies 7,157 8,005
Property, plant and equipment — net 3 3
Identifiable intangible assets — net 31 47
Accumulated deferred income taxes 1,016 783
Other noncurrent assets 1 2
Total assets $ 8,900 $ 8,925
LIABILITIES AND EQUITY
Trade accounts payable $ 114 $ 2
Accounts payable —affiliates 72 74
Accrued taxes — 14
Other current liabilities 3 4
Total current liabilities 189 94
Tax Receivable Agreement obligations 394 447
Other noncurrent liabilities and deferred debits 25 23
Total liabilities 608 564
Total stockholders' equity 8,292 8,361
Total liabilities and equity $ 8,900 $ 8,925
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, 2020. 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.
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2. RESTRICTIONS ON SUBSIDIARIES
The Credit Facilities 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, 2021, Vistra Operations can distribute approximately $ 7.3 billion to Vistra Corp. (Parent) under the Credit Facilities 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 $ 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. (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, 2021, 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, 2021, 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 $ 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.
(c) EXHIBITS:
Vistra Corp. Exhibits to Form 10-K for the Fiscal Year Ended December 31, 2021
Exhibits Previously Filed With File Number* As
Exhibit
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
2.1 333-215288
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
2.2 001-38086
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.
(3(i)) Articles of Incorporation
3.1 001-38086
Form 8-K
(filed May 4, 2020)
3.1 — Restated Certificate of Incorporation of Vistra Energy Corp. (now known as Vistra Corp.)
3.2 001-38086
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
3.3 001-38086
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
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
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Exhibits Previously Filed With File Number* As
Exhibit
3.5 ** — Amended and Restated Bylaws of Vistra Corp., effective February 23, 2022
(4) Instruments Defining the Rights of Security Holders, Including Indentures
4.1 001-38086
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
4.2 001-38086
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)
4.3 001-38086
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)
4.4 001-38086
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
4.5 001-38086
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
4.6 001-38086
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
4.7 001-38086
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
4.8 001-38086
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
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
4.13 001-38086
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)
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Exhibits Previously Filed With File Number* As
Exhibit
4.14 001-38086
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)
4.15 001-38086
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
4.16 001-38086
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
4.17 001-38086
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
4.18 001-38086
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
4.19 001-38086
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
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
4.24 001-38086
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)
4.25 001-38086
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)
4.26 001-38086
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
4.27 001-38086
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
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Exhibits Previously Filed With File Number* As
Exhibit
4.28 001-38086
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
4.29 001-38086
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
4.30 001-38086
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
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
4.35 001-38086
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
4.36 001-38086
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)
4.37 001-38086
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)
4.38 001-38086
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)
4.39 001-38086
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)
4.40 001-38086
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
4.41 001-38086
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
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Exhibits Previously Filed With File Number* As
Exhibit
4.42 001-38086
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
4.43 001-38086
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)
4.44 001-38086
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)
4.45 001-38086
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
4.46 001-38086
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
4.47 001-38086
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
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
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
4.52 001-38086
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)
4.53 001-38086
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)
4.54 001-38086
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
174
Table of Contents
Exhibits Previously Filed With File Number* As
Exhibit
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
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
4.57 001-38086
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
4.58 001-38086
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
4.59 001-38086
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
4.60 001-38086
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
4.61 001-38086
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
4.62 001-38086
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
4.63 001-38086
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
4.64 001-38086
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
4.65 001-38086
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
175
Table of Contents
Exhibits Previously Filed With File Number* As
Exhibit
4.66 001-38086
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
4.67 001-38086
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
4.68 001-38086
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
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
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
4.72 001-38086
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
Form of 8-K
(filed on February 7, 2017) 4.1 — Warrant Agreement, dated February 2, 2017, by and among Dynegy, Computershare Inc. and Computershare Trust Company, N.A., as warrant agent
4.74 001-38086
Registration Statement on Form 8-A
(filed on April 9, 2018) 4.2 — Supplemental Warrant Agreement, dated as of April 9, 2018 among the Company and the Warrant Agent
4.75 001-33443
Form of 8-K
(filed on February 7, 2017) 4.1 — Form of Warrant
4.76 333-215288
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
4.77 ** — Description of Capital Stock
(10) Material Contracts
176
Table of Contents
Exhibits Previously Filed With File Number* As
Exhibit
Management Contracts; Compensatory Plans, Contracts and Arrangements
10.1 333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
10.6 — 2016 Omnibus Incentive Plan
10.2 333-215288
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)
10.3 333-215288
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)
10.4 001-33443
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)
10.5 001-38086
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. 2
to Form S-1
(filed April 5, 2017)
10.9 — Vistra Corp. Executive Annual Incentive Plan
10.10 001-38086
Form 8-K
(filed on May 23, 2019) 10.1 — Amended and Restated 2016 Omnibus Incentive Plan, effective as of May 20, 2019
10.11 001-33443
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
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
10.13 001-38086
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.)
177
Table of Contents
Exhibits Previously Filed With File Number* As
Exhibit
10.14 001-33443
Form 10-Q (Quarter ended March 31, 2019) (filed on May 3, 2019) 10.5 — Amended and Restated Employment Agreement, dated May 1, 2019, between James A. Burke and Vistra Energy Corp. (now known as Vistra Corp.)
10.15 333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
10.22 — Employment Agreement between Stephanie Zapata Moore and Vistra Energy Corp. (now known as Vistra Corp.)
10.16 333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
10.23 — Employment Agreement between Carrie Lee Kirby and Vistra Energy Corp. (now known as Vistra Corp.)
10.17 001-38086
Form 8-K
(filed February 27, 2020)
10.2 — Employment Agreement between Scott A. Hudson, Vistra Energy Corp. (now known as Vistra Corp.) and TXU Retail Service Company
10.18 001-38086
Form 8-K
(filed February 27, 2020)
10.1 — Employment Agreement between Stephen J. Muscato, Vistra Energy Corp. (now known as Vistra Corp.) and Luminant Energy Company LLC
10.19 333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
10.26 — Form of indemnification agreement with directors
10.20 333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
10.29 — Stock Purchase Agreement, dated as of October 25, 2016, by and between TCEH Corp. (now known as Vistra Corp.) and Curtis A. Morgan
10.21 Credit Agreements and Related Agreements
333-215288
Form S-1
(filed December 23, 2016)
10.1 — Credit Agreement, dated as of October 3, 2017
10.22 333-215288
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.
10.23 333-215288
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.
10.24 333-215288
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.
10.25 001-38086
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.
10.26 001-38086
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.
178
Table of Contents
Exhibits Previously Filed With File Number* As
Exhibit
10.27 001-38086
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.
10.28 001-38086
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.
10.29 001-38086
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
10.30 001-38086
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
10.31 001-38086
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
10.32 001-38086
Form 8-K
(filed on August 7, 2018) 10.1 — Purchase Agreement, dated August 7, 2018, by and among Vistra Operations Company LLC and Citigroup Global Markets Inc., on behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase Agreement
10.33 001-38086
Form 8-K
(filed on January 24, 2019) 10.1 — Purchase Agreement, dated January 22, 2019, 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
10.34 001-38086
Form 8-K
(filed on June 7, 2019) 10.1 — Purchase Agreement, dated June 4, 2019, by and among Vistra Operations Company LLC and Citigroup Global Markets Inc., on behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase Agreement
10.35 001-38086
Form 8-K
(filed on June 7, 2019) 10.2 — Purchase Agreement, dated June 6, 2019, by and among Vistra Operations Company LLC and Goldman Sachs & Co. LLC, on and behalf of itself and the several Initial Purchasers named in Schedule I to the Purchase Agreement
10.36 001-38086
Form 8-K (filed
on November 13, 2019) 10.1 — Purchase Agreement, dated November 6, 2019, by and among Vistra Operations Company LLC and J.P. Morgan Securities LLC, on behalf of itself and the several Initial Purchases named in Schedule I to the Purchase Agreement
179
Table of Contents
Exhibits Previously Filed With File Number* As
Exhibit
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. LLC
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. LLC
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
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.
10.43 001-38086
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).
10.44 001-38086
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.
10.45 001-38086
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).
10.46 Other Material Contracts
333-215288
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
10.47 001-38086
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
180
Table of Contents
Exhibits Previously Filed With File Number* As
Exhibit
10.48 001-38086
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.
10.49 333-215288
Amendment No. 2
to Form S-1
(filed April 5, 2017)
10.13 — Tax Receivable Agreement, by and between TEX Energy LLC (now known as Vistra Corp.) and American Stock Transfer & Trust Company, as transfer agent, dated as of October 3, 2016
10.50 333-215288
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
10.51 333-215288
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
10.52 333-215288
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
10.53 333-215288
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
10.54 333-215288
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
10.55 001-38086
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
10.56 001-38086
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
10.57 001-38086
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
10.58 001-38086
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
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.
181
Table of Contents
Exhibits Previously Filed With File Number* As
Exhibit
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
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
10.62 ** — 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
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 Curtis A. Morgan, principal executive officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 ** — Certification of James A. Burke, 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 Curtis A. Morgan, 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 James A. Burke, 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
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, 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
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
182
Table of Contents
Exhibits Previously Filed With File Number* As
Exhibit
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
Item 16. FORM 10-K SUMMARY
None.
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Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Vistra Corp. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
VISTRA CORP.
Date: February 25, 2022 By /s/ CURTIS A. MORGAN
Curtis A. Morgan (Chief Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Vistra Corp. and in the capacities and on the date indicated.
Signature Title Date
/s/ CURTIS A. MORGAN Principal Executive Officer and Director February 25, 2022
(Curtis A. Morgan, Chief Executive Officer)
/s/ JAMES A. BURKE Principal Financial Officer February 25, 2022
(James A. Burke, President and Chief Financial Officer)
/s/ CHRISTY DOBRY Principal Accounting Officer February 25, 2022
(Christy Dobry, Senior Vice President and Controller)
/s/ SCOTT B. HELM Chairman of the Board and Director February 25, 2022
(Scott B. Helm, Chairman of the Board)
/s/ HILARY E. ACKERMANN Director February 25, 2022
(Hilary E. Ackermann)
/s/ ARCILIA C. ACOSTA Director February 25, 2022
(Arcilia C. Acosta)
/s/ GAVIN R. BAIERA Director February 25, 2022
(Gavin R. Baiera)
/s/ PAUL M. BARBAS Director February 25, 2022
(Paul M. Barbas)
/s/ LISA CRUTCHFIELD Director February 25, 2022
(Lisa Crutchfield)
/s/ BRIAN K. FERRAIOLI Director February 25, 2022
(Brian K. Ferraioli)
/s/ JEFF D. HUNTER Director February 25, 2022
(Jeff D. Hunter)
/s/ JOHN R. SULT Director February 25, 2022
(John R. Sult)
184