What changed in this filing

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Item 9A. Controls and Procedures

2023-03-01 compared with 2022-02-25 · 148 added, 95 removed, 570 unchanged (30% of the section changed)

15 unchanged sentences

has issued an attestation report on Vistra Corp.'s internal control over financial reporting.

/s/ CURTIS A.

MORGAN /s/ JAMES A.

Morgan James A.

Chief Executive Officer President and Chief Financial Officer

BURKE /s/ KRISTOPHER E.

Burke Kristopher E.

President and Chief Executive Officer Chief Financial Officer

(Principal Executive Officer) (Principal Financial Officer)

February 25, 2022

March 1, 2023

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

2 unchanged sentences

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).

and subsidiaries (the “Company”) as of December 31, 2022, 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, 2022, 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.

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, 2022, of the Company and our report dated March 1, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Dallas, Texas

February 25, 2022

March 1, 2023

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

31 unchanged sentences

Income tax benefit 47 4 25

Equity in earnings of subsidiaries, net of tax ( 1,264 ) 695 1,068

Equity in earnings (losses) of subsidiaries, net of tax ( 1,067 ) ( 1,264 ) 695

Net income (loss) $ ( 1,227 ) $ ( 1,274 ) $ 636

11 unchanged sentences

Equity contribution to subsidiaries — ( 988 ) —

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

Cash provided by (used in) investing activities 1,775 ( 583 ) 1,090

Cash flows — financing activities:

3 unchanged sentences

Stock repurchases ( 1,949 ) ( 471 ) —

Dividends paid to stockholders ( 290 ) ( 266 ) ( 243 )

Dividends paid to common stockholders ( 302 ) ( 290 ) ( 266 )

Dividends paid to preferred stockholders ( 151 ) — —

Other, net 40 ( 23 ) —

Cash used in financing activities 1,216 ( 1,030 ) ( 3,925 )

Cash provided by (used in) financing activities ( 2,362 ) 1,216 ( 1,030 )

Net change in cash, cash equivalents and restricted cash ( 614 ) 595 ( 26 )

43 unchanged sentences

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.

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, 2022, Vistra Operations can distribute approximately $ 4.2 billion to Vistra Corp.

(Parent) under the Credit Facilities Agreement without the consent of any party.

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

(Parent) of approximately $ 1.775 billion, $ 405 million and $ 1.105 billion during the years ended December 31, 2022, 2021 and 2020, respectively.

Additionally, Vistra Operations may make distributions to Vistra Corp.

11 unchanged sentences

(Parent) would be insolvent.

(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.

(Parent) received $ 1.775 billion, $ 405 million and $ 1.105 billion in dividends from its consolidated subsidiaries in the years ended December 31, 2022, 2021 and 2020, respectively.

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

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

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

25 unchanged sentences

Exhibits Previously Filed With File Number* As

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

3.5 001-38086

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

22 unchanged sentences

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

4.11 001-38086

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

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

4.13 001-38086

(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

Exhibits Previously Filed With File Number* As

4.14 001-38086

(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

4.15 001-38086

17 unchanged sentences

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 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

4.24 ** — 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

4.25 001-38086

(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

3 unchanged sentences

(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)

Exhibits Previously Filed With File Number* As

4.28 001-38086

3 unchanged sentences

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

4.30 001-38086

10 unchanged sentences

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

4.35 001-38086

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

4.36 ** — 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

4.37 001-38086

(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

7 unchanged sentences

(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)

Exhibits Previously Filed With File Number* As

4.42 001-38086

5 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

4.45 001-38086

19 unchanged sentences

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

4.53 001-38086

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

Exhibits Previously Filed With File Number* As

4.54 001-38086

(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 (as defined therein), and Wilmington Trust, National Association, as Trustee

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 Sec ur ed 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

4.56 001-38086

(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)

4.57 001-38086

(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)

4.58 001-38086

(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)

4.59 001-38086

(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)

4.60 001-38086

(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

5 unchanged sentences

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

4.64 001-38086

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

4.65 ** — 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

4.66 001-38086

(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

1 unchanged sentence

(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

Exhibits Previously Filed With File Number* As

4.68 001-38086

14 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

4.76 ** — 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

4.77 001-38086

(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

4.78 001-38086

12 unchanged sentences

4.84 001-38086

(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

4.85 001-33443

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

9 unchanged sentences

(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

Exhibits Previously Filed With File Number* As

4.89 001-38086

Form 10-K (Year ended December 31, 2021) (filed

on February 25, 2022) 4.77 — Description of Capital Stock

(10) Material Contracts

Management Contracts;

39 unchanged sentences

1 to the Vistra Equity Deferred Compensation Plan, dated effective as of February 24, 2021

Exhibits Previously Filed With File Number* As

10.13 001-38086

3 unchanged sentences

(now known as Vistra Corp.)

Exhibits Previously Filed With File Number* As

10.14 001-38086

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.)

(filed March 21, 2022)

10.1 — Transition and Advisory Agreement, dated as of March 20, 2022, between Curtis A.

Morgan and Vistra Corp.

10.15 001-38086

Amendment No.

(filed April 5, 2017)

10.22 — Employment Agreement between Stephanie Zapata Moore and Vistra Energy Corp.

(now known as Vistra Corp.)

(filed March 21, 2022)

10.2 — Second Amended and Restated Employment Agreement, dated March 20, 2022, between James A.

Burke and Vistra Corp.

10.16 001-38086

Amendment No.

(filed April 5, 2017)

10.23 — Employment Agreement between Carrie Lee Kirby and Vistra Energy Corp.

(now known as Vistra Corp.)

(filed July 21, 2022)

10.1 — Employment Agreement, dated as of July 20, 2022, between Kristopher E.

Moldovan, Vistra Corp.

and Vistra Corporate Services Company

10.17 001-38086

(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

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.6 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Stephanie Zapata Moore, Vistra Corp.

and Vistra Corporate Services Company

10.18 001-38086

(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

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.7 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Carrie Lee Kirby, Vistra Corp.

and Vistra Corporate Services Company

10.19 001-38086

Amendment No.

(filed April 5, 2017)

10.26 — Form of indemnification agreement with directors

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.8 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Scott A.

Hudson, Vistra Corp.

and Vistra Corporate Services Company

10.20 001-38086

Form 10-Q (Quarter ended June 30, 2022) (filed on August 5, 2022) 10.9 — Amended and Restated Employment Agreement, dated as of May 5, 2022, between Stephen J.

Muscato, Vistra Corp.

and Vistra Corporate Services Company

10.21 001-38086

Form 10-Q (Quarter ended September 30, 2022) (filed on November 4, 2022) 10.4 — Employment Agreement, dated as of August 23, 2022, between Stacey Doré, Vistra Corp.

and Vistra Corporate Services Company

10.22 ** — Form of indemnification agreement with directors and officers

10.23 333-215288

Amendment No.

3 unchanged sentences

Credit Agreements and Related Agreements

10.24 333-215288

(filed December 23, 2016)

7 unchanged sentences

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.

Exhibits Previously Filed With File Number* As

10.27 333-215288

8 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

10.30 001-38086

14 unchanged sentences

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

Exhibits Previously Filed With File Number* As

10.35 001-38086

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)

10.36 001-38086

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)

10.37 001-38086

(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

12 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

10.42 001-38086

4 unchanged sentences

10.43 001-38086

(filed on May 16, 2022) 10.1 — Purchase Agreement, dated May 10, 2022, by and among Vistra Operations Company LLC and Citigroup Global Markets Inc, on behalf of itself and the several Initial Purchases named in Schedule I to the Purchase Agreement

10.44 001-38086

Form 8-K (filed

5 unchanged sentences

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)

Exhibits Previously Filed With File Number* As

10.46 001-38086

15 unchanged sentences

Other Material Contracts

10.50 333-215288

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

10.52 001-38086

15 unchanged sentences

and TEX Operations Company LLC (now known as Vistra Operations Company LLC), dated as of October 3, 2016

Exhibits Previously Filed With File Number* As

10.56 333-215288

22 unchanged sentences

10.63 001-38086

(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

10.64 001-38086

(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

10.65 001-38086

3 unchanged sentences

(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.

10.67 001-38086

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.

10.63 ** — 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.

10.68 001-38086

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

Exhibits Previously Filed With File Number* As

10.69 001-38086

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

10.70 001-38086

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

10.71 001-38086

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

10.72 ** — 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

10.73 ** — 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

(21) Subsidiaries of the Registrant

3 unchanged sentences

(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

31.1 ** — Certification of James A.

Burke, principal financial officer of Vistra Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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 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

32.1 *** — Certification of James A.

Burke, principal financial officer of Vistra Corp., pursuant to U.S.C.

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 Kr istopher 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

1 unchanged sentence

XBRL Data Files

Exhibits Previously Filed With File Number* As

101.INS ** — The following financial information from Vistra Corp.'s Annual Report on Form 10-K for the period ended December 31, 2022 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.

(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.

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.

6 unchanged sentences

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

February 25, 2022 By /s/ CURTIS A.

Morgan (Chief Executive Officer)

March 1, 2023 By /s/ JAMES A.

Burke (President and 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.

1 unchanged sentence

Signature Title Date

/s/ CURTIS A.

MORGAN Principal Executive Officer and Director February 25, 2022

Morgan, Chief Executive Officer)

BURKE Principal Financial Officer February 25, 2022

Burke, President and Chief Financial Officer)

/s/ CHRISTY DOBRY Principal Accounting Officer February 25, 2022

BURKE Principal Executive Officer and Director March 1, 2023

Burke, President and Chief Executive Officer)

/s/ KRISTOPHER E.

MOLDOVAN Principal Financial Officer March 1, 2023

(Kristopher E.

Moldovan, Chief Financial Officer)

/s/ CHRISTY DOBRY Principal Accounting Officer March 1, 2023

(Christy Dobry, Senior Vice President and Controller)

HELM Chairman of the Board and Director February 25, 2022

HELM Chairman of the Board and Director March 1, 2023

Helm, Chairman of the Board)

/s/ HILARY E.

ACKERMANN Director February 25, 2022

ACKERMANN Director March 1, 2023

/s/ ARCILIA C.

ACOSTA Director February 25, 2022

BAIERA Director February 25, 2022

BARBAS Director February 25, 2022

/s/ LISA CRUTCHFIELD Director February 25, 2022

ACOSTA Director March 1, 2023

BAIERA Director March 1, 2023

BARBAS Director March 1, 2023

/s/ LISA CRUTCHFIELD Director March 1, 2023

(Lisa Crutchfield)

FERRAIOLI Director February 25, 2022

HUNTER Director February 25, 2022

SULT Director February 25, 2022

FERRAIOLI Director March 1, 2023

HUNTER Director March 1, 2023

LAGACY Director March 1, 2023

SULT Director March 1, 2023

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