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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2025
VISTRA CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38086 | 36-4833255 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 6555 Sierra Drive Irving, TX |
75039 | |
| (Address of principal executive offices) | (Zip Code) |
(214) 812-4600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.l4a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240. 14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of Each Exchange on Which Registered |
||
| Common stock, par value $0.01 per share | VST | New York Stock Exchange | ||
| Indicate by check NYSE Texas |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
On November 6, 2025, Vistra Corp. (the “Company”) issued a news release announcing, among other matters, its financial results for the quarter ended September 30, 2025. A copy of such news release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 2.02 and in the attached Exhibit 99.1 is deemed to be furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description |
|
| 99.1 | News release dated November 6, 2025 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Vistra Corp. |
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| Dated: November 6, 2025 |
/s/ Margaret Montemayor |
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| Name: |
Margaret Montemayor |
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| Title: |
Senior Vice President and Chief Accounting Officer |
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Exhibit 99.1
Vistra Reports Third Quarter 2025 Results,
Narrows 2025 Guidance, and Initiates 2026 Guidance
Earnings Release Highlights
| • | Third quarter 2025 GAAP Net Income of $652 million and third quarter Ongoing Operations Adjusted EBITDA1 of $1,581 million. |
| • | Narrowed 2025 Ongoing Operations Adjusted EBITDA1 guidance range to $5.7 billion to $5.9 billion and raised the midpoint and narrowed the guidance range for Ongoing Operations Adjusted FCFbG1 to $3.3 billion to $3.5 billion. |
| • | Initiated 2026 Ongoing Operations Adjusted EBITDA1 and Ongoing Operations Adjusted FCFbG1 guidance ranges of $6.8 billion to $7.6 billion and $3.925 billion to $4.725 billion, respectively. |
| • | Provided midpoint opportunity2 for 2027 Ongoing Operations Adjusted EBITDA1 of $7.4 billion to $7.8 billion. |
| • | Board authorized an additional $1.0 billion of share repurchases, which is expected to be utilized by year-end 2027. |
| • | Completed the acquisition of seven natural gas plants from Lotus Infrastructure Partners. |
| • | Announced plan to build two new natural gas power units totaling 860 MW of capacity in West Texas. |
| • | Announced a 20-year power purchase agreement (“PPA”) with an investment grade counterparty for 1,200 MW from our Comanche Peak Nuclear Plant in Texas. |
IRVING, Texas — Nov. 6, 2025 — Vistra Corp. (NYSE: VST) today reported its third quarter 2025 financial results and other highlights.
“Vistra wrapped up an active third quarter marked by disciplined growth and a focus on meeting customer needs across key markets, leading to several significant milestones,” said Jim Burke, president and CEO of Vistra. “In September we announced plans to move forward with two new natural gas power units, which together will add approximately 860 MW of capacity in the Permian to aid in meeting West Texas’ growing power needs, particularly as the oil and gas industry electrifies operations. Next, we entered into a 20-year PPA at our Comanche Peak Nuclear Power Plant that we expect will underwrite continued operations at the plant through the middle of this century. And most recently, we successfully closed the acquisition of seven natural gas plants, adding approximately 2,600 MW of capacity to our portfolio, furthering our capabilities across the Midwest, Northeast, and California markets. These announcements underscore our commitment to deliver solutions to meet the growing power demand needs while growing our earnings over the medium and long-term.”
“The Vistra team continues to execute on our core competency of operating a diverse generation fleet and providing power for our customers. We are committed to reliably powering homes and businesses across the United States, and we look forward to finishing the year strong,” Burke concluded.
Vistra – Press Release
Nov. 6, 2025, Page 2
Summary of Financial Results for the Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited) (Millions of Dollars)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income |
$ | 652 | $ | 1,837 | $ | 711 | $ | 2,322 | ||||||||
| Ongoing operations Adjusted EBITDA |
$ | 1,581 | $ | 1,438 | $ | 4,170 | $ | 3,660 | ||||||||
| Adjusted EBITDA by Segment |
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| Retail |
$ | 37 | $ | 102 | $ | 977 | $ | 863 | ||||||||
| Texas |
$ | 784 | $ | 762 | $ | 1,416 | $ | 1,433 | ||||||||
| East |
$ | 719 | $ | 529 | $ | 1,651 | $ | 1,242 | ||||||||
| West |
$ | 63 | $ | 70 | $ | 174 | $ | 183 | ||||||||
| Corporate and Other |
$ | (22 | ) | $ | (25 | ) | $ | (48 | ) | $ | (61 | ) | ||||
| Asset Closure |
$ | (17 | ) | $ | (11 | ) | $ | (58 | ) | $ | (55 | ) | ||||
For the quarter ended September 30, 2025, Vistra reported Net Income of $652 million and Ongoing Operations Adjusted EBITDA1 of $1,581 million. Net Income for the third quarter 2025 decreased $(1,185) million compared to the third quarter 2024, driven primarily by lower unrealized mark-to-market gains on derivative positions with a decrease of $(1,671) million, and impacts of the Martin Lake Unit 1 outage, partly offset by the recognition of nuclear production tax credit (PTC) revenue and higher capacity prices. Ongoing Operations Adjusted EBITDA for the third quarter 2025 increased by $143 million compared to the third quarter 2024, driven primarily by higher realized energy and capacity prices, and the recognition of nuclear PTC revenue, partly offset by the impacts of the Martin Lake Unit 1 outage.
Guidance
| ($ in millions) | Narrowed 2025 Guidance Ranges |
Initiated 2026 Guidance Ranges |
||
| Ongoing Operations Adjusted EBITDA |
$5,700 - $5,900 | $6,800 - $7,600 | ||
| Ongoing Operations Adjusted FCFbG |
$3,300 - $3,500 | $3,925 - $4,725 |
As of October 31, 2025, Vistra had hedged approximately 98% of its expected generation volumes for 2025, approximately 96% for 2026, and approximately 70% for 2027. The company’s comprehensive hedging program supports the narrowed 2025 guidance ranges, the initiated 2026 guidance ranges, and the 2027 midpoint opportunity.
Vistra – Press Release
Nov. 6, 2025, Page 3
Share Repurchase Program
As of October 31, 2025:
| • | Vistra executed ~$5.6 billion in share repurchases since November 2021. |
| • | Vistra had ~339 million shares outstanding, representing a ~30% reduction of the amount of the shares outstanding on Nov. 2, 2021. |
| • | Vistra’s Board of Directors authorized an additional $1.0 billion of share repurchases. ~$2.2 billion dollars of the share repurchase authorization remained available, which we expect to complete by year-end 2027. |
Clean Energy Investments
Vistra continues to strategically and cost-effectively grow its fleet of zero-carbon resources, focusing on nuclear, solar, and energy storage. During the third quarter, the company advanced these efforts by:
| • | Beginning construction on our Newton Solar & Energy Storage Facility (MISO), located onsite at our Newton Power Plant, with expected capacity of 52-MW solar/ 2-MW storage. |
| • | Obtaining a power purchase agreement and advancing construction at Deer Creek Solar & Energy Storage Facility (CAISO), 50-MW solar/50-MW storage, with commercial operations expected mid-2026. |
| • | Achieved commercial operations date (COD) for our new Oak Hill 200 MW solar facility supported by a power purchase agreement with Amazon in Texas (ERCOT). |
| • | Progressing with construction in support of a power purchase agreement at our Pulaski 405 MW new solar facility with Microsoft in Illinois (MISO). |
Liquidity
As of September 30, 2025, Vistra had total available liquidity of approximately $3,705 million, including cash and cash equivalents of $602 million, $2,459 million of availability under its corporate revolving credit facility, and $644 million of availability under its commodity-linked revolving credit facility. Available capacity under the commodity-linked revolving credit facility reflects the borrowing base of $644 million and excludes $1,106 million of commitments under the facility that were not available to be drawn as of September 30, 2025.
Vistra – Press Release
Nov. 6, 2025, Page 4
Earnings Webcast
Vistra will host a webcast today, Nov. 6, 2025, beginning at 10 a.m. ET (9 a.m. CT) to discuss these results and related matters. The live webcast and the accompanying slides that will be discussed on the call can be accessed via Vistra’s website at www.vistracorp.com under “Investor Relations” and then “Events & Presentations.” Participants can also listen by phone by registering here prior to the start time of the call to receive a conference call dial-in number. A replay of the webcast will be available on Vistra’s website for one year following the live event.
About Vistra
Vistra (NYSE: VST) is a leading, Fortune 500 integrated retail electricity and power generation company based in Irving, Texas, that provides essential resources to customers, businesses, and communities from California to Maine. Vistra is a leader in transforming the energy landscape, with an unyielding focus on reliability, affordability, and sustainability. The company safely operates a reliable, efficient power generation fleet of natural gas, nuclear, coal, solar, and battery energy storage facilities while taking an innovative, customer-centric approach to its retail business. Learn more at https://www.vistracorp.com.
Media
Meranda Cohn
214-875-8004
Media.Relations@vistracorp.com
Analysts
Eric Micek
214-812-0046
Investor@vistracorp.com
1 Ongoing Operations excludes the Asset Closure segment. Ongoing Operations Adjusted EBITDA and Ongoing Operations Adjusted Free Cash Flow before Growth are non-GAAP financial measures. Any reference to “Ongoing Operations Adjusted FCFbG” is a reference to Ongoing Operations Adjusted Free Cash Flow before Growth. See the “Non-GAAP Reconciliation” tables for further detail. Total segment information may not tie due to rounding.
2 Midpoint opportunities are not intended to be guidance and represent only our estimate of potential opportunities for Ongoing Operations Adjusted EBITDA in 2027 based on market curves as of October 31, 2025. Actual results could vary and are subject to a number of risks, uncertainties and factors, including power price market movements and our hedging strategy. We have not provided a quantitative reconciliation of Ongoing Operations Adjusted EBITDA opportunities for 2027 to GAAP net income (loss) because we cannot, without unreasonable effort, calculate certain reconciling items with confidence due to the variability, complexity, and limited visibility of the adjusting items that would be excluded from Ongoing Operations Adjusted EBITDA in such out year periods.
Vistra – Press Release
Nov. 6, 2025, Page 5
About Non-GAAP Financial Measures and Items Affecting Comparability
“Adjusted EBITDA” (EBITDA as adjusted for unrealized gains or losses from hedging activities, tax receivable agreement impacts, reorganization items, and certain other items described from time to time in Vistra’s earnings releases), “Adjusted Free Cash Flow before Growth” (or “Adjusted FCFbG”) (cash from operating activities excluding changes in margin deposits and working capital and adjusted for capital expenditures (including capital expenditures for growth investments), other net investment activities, and other items described from time to time in Vistra’s earnings releases), “Ongoing Operations Adjusted EBITDA” (adjusted EBITDA less adjusted EBITDA from Asset Closure segment) and “Ongoing Operations Adjusted Free Cash Flow before Growth” or “Ongoing Operations Adjusted FCFbG” (adjusted free cash flow before growth less cash flow from operating activities from Asset Closure segment before growth) are “non-GAAP financial measures.” A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in Vistra’s consolidated statements of operations, comprehensive income, changes in stockholders’ equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Vistra’s non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.
Vistra uses Adjusted EBITDA as a measure of performance and believes that analysis of its business by external users is enhanced by visibility to both Net Income prepared in accordance with GAAP and Adjusted EBITDA. Vistra uses Adjusted Free Cash Flow before Growth as a measure of liquidity and performance, and believes that analysis of capital available to allocate for debt service, growth, and return of capital to stockholders is supported by disclosure of both cash provided by (used in) operating activities prepared in accordance with GAAP as well as Adjusted Free Cash Flow before Growth. Vistra uses Ongoing Operations Adjusted EBITDA as a measure of performance and Ongoing Operations Adjusted Free Cash Flow before Growth as a measure of liquidity and performance, and Vistra’s management and board of directors have found it informative to view the Asset Closure segment as separate and distinct from Vistra’s ongoing operations. The schedules attached to this earnings release reconcile the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.
Cautionary Note Regarding Forward-Looking Statements
The information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Vistra Corp. (“Vistra”) operates and beliefs of and assumptions made by Vistra’s management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results of Vistra. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to our financial or operational projections, financial condition and cash flows, projected synergy, net debt targets, capital allocation, capital expenditures, liquidity, projected Adjusted EBITDA to free cash flow conversion rate, dividend policy, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the growth of our businesses and operations, including potential transactions with large load facilities at our nuclear and natural gas plants (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward-looking nature, including, but not limited to: “intends,” “plans,” “will likely,” “unlikely,” “believe,” “confident”, “expect,” “seek,” “anticipate,” “estimate,” “continue,” “will,” “shall,” “should,” “could,” “may,” “might,” “predict,” “project,” “forecast,” “target,” “potential,” “goal,” “objective,” “guidance” and “outlook”), are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Vistra believes that in making any such forward-looking statement, Vistra’s expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including, but not limited to: (i) adverse changes in general economic or market conditions (including changes in interest rates) or changes in political conditions or federal or state laws and regulations; (ii) the ability of Vistra to execute upon its contemplated strategic, capital allocation, performance, and cost-saving initiatives and to successfully integrate acquired businesses; (iii) actions by credit ratings agencies; (iv) the severity, magnitude and duration of extreme weather events, contingencies and uncertainties relating thereto, most of which are difficult to predict and many of which are beyond our control, and the resulting effects on our results of operations, financial condition and cash flows; and (v) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission by Vistra from time to time, including the uncertainties and risks discussed in the sections entitled “Risk Factors” and “Forward-Looking Statements” in Vistra’s annual report on Form 10-K for the year ended December 31, 2024 and subsequently filed quarterly reports on Form 10-Q.
Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Vistra will not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all of them; nor can Vistra assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.
Vistra – Press Release
Nov. 6, 2025, Page 6
VISTRA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (Millions of Dollars)
| Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating revenues |
$ | 4,971 | $ | 6,288 | $ | 13,154 | $ | 13,187 | ||||||||
| Fuel, purchased power costs, and delivery fees |
(2,370 | ) | (2,207 | ) | (6,791 | ) | (5,520 | ) | ||||||||
| Operating costs |
(655 | ) | (616 | ) | (2,081 | ) | (1,742 | ) | ||||||||
| Depreciation and amortization |
(460 | ) | (466 | ) | (1,523 | ) | (1,306 | ) | ||||||||
| Selling, general, and administrative expenses |
(444 | ) | (411 | ) | (1,254 | ) | (1,137 | ) | ||||||||
| Impairment of long-lived assets |
(5 | ) | — | (73 | ) | — | ||||||||||
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| Operating income |
1,037 | 2,588 | 1,432 | 3,482 | ||||||||||||
| Other income, net |
105 | 136 | 291 | 282 | ||||||||||||
| Interest expense and related charges |
(286 | ) | (332 | ) | (908 | ) | (743 | ) | ||||||||
| Impacts of Tax Receivable Agreement |
— | — | — | (5 | ) | |||||||||||
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| Net income before income taxes |
856 | 2,392 | 815 | 3,016 | ||||||||||||
| Income tax expense |
(204 | ) | (555 | ) | (104 | ) | (694 | ) | ||||||||
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| Net income |
$ | 652 | $ | 1,837 | $ | 711 | $ | 2,322 | ||||||||
| Net (income) loss attributable to noncontrolling interest |
— | 51 | — | (104 | ) | |||||||||||
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| Net income attributable to Vistra |
$ | 652 | $ | 1,888 | $ | 711 | $ | 2,218 | ||||||||
| Cumulative dividends attributable to preferred stock |
(48 | ) | (48 | ) | (144 | ) | (144 | ) | ||||||||
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| Net income attributable to Vistra common stock |
$ | 604 | $ | 1,840 | $ | 567 | $ | 2,074 | ||||||||
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Vistra – Press Release
Nov. 6, 2025, Page 7
VISTRA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (Millions of Dollars)
| Nine Months Ended September 30, |
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| 2025 | 2024 | |||||||
| Cash flows - operating activities: |
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| Net income |
$ | 711 | $ | 2,322 | ||||
| Adjustments to reconcile net income to cash provided by operating activities: |
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| Depreciation and amortization |
2,225 | 1,891 | ||||||
| Deferred income tax expense (benefit), net |
68 | 666 | ||||||
| Impairment of long-lived and other assets |
73 | — | ||||||
| Unrealized net (gain) loss from mark-to-market valuations of commodities |
367 | (1,725 | ) | |||||
| Unrealized net loss from mark-to-market valuations of interest rate swaps |
84 | 26 | ||||||
| Unrealized net gain from nuclear decommissioning trusts |
(164 | ) | (133 | ) | ||||
| Asset retirement obligation accretion expense |
100 | 84 | ||||||
| Bad debt expense |
152 | 132 | ||||||
| Stock-based compensation expense |
82 | 76 | ||||||
| Involuntary conversion gain |
(80 | ) | — | |||||
| Other, net |
36 | (14 | ) | |||||
| Changes in operating assets and liabilities: |
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| Margin deposits, net |
(361 | ) | 855 | |||||
| Accrued interest |
32 | 11 | ||||||
| Accrued taxes |
(19 | ) | (40 | ) | ||||
| Accrued employee incentive |
(106 | ) | (78 | ) | ||||
| Other operating assets and liabilities |
(562 | ) | (863 | ) | ||||
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| Cash provided by operating activities |
2,638 | 3,210 | ||||||
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| Cash flows - investing activities: |
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| Capital expenditures, including nuclear fuel purchases and LTSA prepayments |
(1,916 | ) | (1,648 | ) | ||||
| Energy Harbor acquisition (net of cash acquired) |
— | (3,065 | ) | |||||
| Proceeds from sales of nuclear decommissioning trust fund securities |
4,120 | 1,573 | ||||||
| Investments in nuclear decommissioning trust fund securities |
(4,138 | ) | (1,590 | ) | ||||
| Proceeds from sales of environmental allowances |
57 | 147 | ||||||
| Purchases of environmental allowances |
(511 | ) | (511 | ) | ||||
| Insurance proceeds for recovery of damaged property, plant and equipment |
198 | 3 | ||||||
| Proceeds from sale of property, plant and equipment, including nuclear fuel |
21 | 137 | ||||||
| Other, net |
7 | (5 | ) | |||||
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| Cash used in investing activities |
(2,162 | ) | (4,959 | ) | ||||
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| Cash flows - financing activities: |
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| Issuances of debt |
424 | 2,200 | ||||||
| Repayments/repurchases of debt |
(764 | ) | (2,269 | ) | ||||
| Net borrowings under accounts receivable financing |
475 | 750 | ||||||
| Borrowings under Revolving Credit Facility |
150 | 50 | ||||||
| Repayments under Revolving Credit Facility |
(150 | ) | (50 | ) | ||||
| Borrowings under Commodity-Linked Facility |
987 | 1,802 | ||||||
| Repayments under Commodity-Linked Facility |
(987 | ) | (1,802 | ) | ||||
| Debt issuance costs |
(2 | ) | (32 | ) | ||||
| Stock repurchases |
(776 | ) | (1,021 | ) | ||||
| Dividends paid to common stockholders |
(229 | ) | (230 | ) | ||||
Vistra – Press Release
Nov. 6, 2025, Page 8
VISTRA CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (Millions of Dollars)
| Nine Months Ended September 30, | ||||||||
| 2025 | 2024 | |||||||
| Dividends paid to preferred stockholders |
(117 | ) | (98 | ) | ||||
| Dividends paid to noncontrolling interest holders |
— | (15 | ) | |||||
| Tax withholding on stock based compensation |
(51 | ) | (11 | ) | ||||
| Principal payment on forward repurchase obligation |
(41 | ) | — | |||||
| TRA Repurchase and tender offer - return of capital |
— | (122 | ) | |||||
| Other, net |
21 | (2 | ) | |||||
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| Cash used in financing activities |
(1,060 | ) | (850 | ) | ||||
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| Net change in cash, cash equivalents and restricted cash |
(584 | ) | (2,599 | ) | ||||
| Cash, cash equivalents and restricted cash - beginning balance |
1,222 | 3,539 | ||||||
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| Cash, cash equivalents and restricted cash - ending balance |
$ | 638 | $ | 940 | ||||
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Vistra – Press Release
Nov. 6, 2025, Page 9
VISTRA CORP.
NON-GAAP RECONCILIATIONS – ADJUSTED EBITDA
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2025
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations / Corp and Other |
Ongoing Operations Consolidated |
Asset Closure |
Vistra Corp. Consolidated |
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| Net income (loss) |
$ | (40 | ) | $ | 823 | $ | 354 | $ | 105 | $ | (564 | ) | $ | 678 | $ | (26 | ) | $ | 652 | |||||||||||||
| Income tax expense |
— | — | — | — | 204 | 204 | — | 204 | ||||||||||||||||||||||||
| Interest expense and related charges (a) |
18 | (9 | ) | (16 | ) | (2 | ) | 294 | 285 | 1 | 286 | |||||||||||||||||||||
| Depreciation and amortization (b) |
23 | 195 | 338 | 14 | 18 | 588 | — | 588 | ||||||||||||||||||||||||
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| EBITDA before Adjustments |
1 | 1,009 | 676 | 117 | (48 | ) | 1,755 | (25 | ) | 1,730 | ||||||||||||||||||||||
| Unrealized net (gain) loss resulting from commodity hedging transactions |
20 | (239 | ) | 93 | (57 | ) | — | (183 | ) | (1 | ) | (184 | ) | |||||||||||||||||||
| Purchase accounting impacts |
8 | 1 | 8 | — | — | 17 | — | 17 | ||||||||||||||||||||||||
| Non-cash compensation expenses |
— | — | — | — | 36 | 36 | — | 36 | ||||||||||||||||||||||||
| Transition and merger expenses |
3 | — | 3 | — | 16 | 22 | — | 22 | ||||||||||||||||||||||||
| Impairment of long-lived assets |
— | — | 5 | — | — | 5 | — | 5 | ||||||||||||||||||||||||
| Decommissioning-related activities (c) |
— | 5 | (74 | ) | 1 | — | (68 | ) | 6 | (62 | ) | |||||||||||||||||||||
| ERP system implementation expenses |
— | — | 1 | — | — | 1 | — | 1 | ||||||||||||||||||||||||
| Other, net |
5 | 8 | 7 | 2 | (26 | ) | (4 | ) | 3 | (1 | ) | |||||||||||||||||||||
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| Adjusted EBITDA |
$ | 37 | $ | 784 | $ | 719 | $ | 63 | $ | (22 | ) | $ | 1,581 | $ | (17 | ) | $ | 1,564 | ||||||||||||||
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| (a) | Includes $10 million of unrealized mark-to-market net losses on interest rate swaps. |
| (b) | Includes nuclear fuel amortization of $35 million and $94 million, respectively, in the Texas and East segments. |
| (c) | Represents net of all NDT (income) loss of the PJM nuclear facilities and all ARO and environmental remediation expenses. |
Vistra – Press Release
Nov. 6, 2025, Page 10
VISTRA CORP.
NON-GAAP RECONCILIATIONS – ADJUSTED EBITDA
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations / Corp and Other |
Ongoing Operations Consolidated |
Asset Closure |
Vistra Corp. Consolidated |
|||||||||||||||||||||||||
| Net income (loss) |
$ | 969 | $ | 966 | $ | (16 | ) | $ | 132 | $ | (1,203 | ) | $ | 848 | $ | (137 | ) | $ | 711 | |||||||||||||
| Income tax expense |
— | — | 1 | — | 103 | 104 | — | 104 | ||||||||||||||||||||||||
| Interest expense and related charges (a) |
53 | (41 | ) | (36 | ) | (4 | ) | 933 | 905 | 3 | 908 | |||||||||||||||||||||
| Depreciation and amortization (b) |
70 | 573 | 1,146 | 45 | 57 | 1,891 | (2 | ) | 1,889 | |||||||||||||||||||||||
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| EBITDA before Adjustments |
1,092 | 1,498 | 1,095 | 173 | (110 | ) | 3,748 | (136 | ) | 3,612 | ||||||||||||||||||||||
| Unrealized net (gain) loss resulting from commodity hedging transactions |
(136 | ) | (109 | ) | 621 | (7 | ) | — | 369 | (2 | ) | 367 | ||||||||||||||||||||
| Purchase accounting impacts |
16 | 1 | 31 | — | — | 48 | — | 48 | ||||||||||||||||||||||||
| Non-cash compensation expenses |
— | — | — | — | 82 | 82 | — | 82 | ||||||||||||||||||||||||
| Transition and merger expenses |
8 | — | 4 | — | 50 | 62 | — | 62 | ||||||||||||||||||||||||
| Impairment of long-lived assets |
— | 68 | 5 | — | — | 73 | — | 73 | ||||||||||||||||||||||||
| Insurance income (c) |
— | (80 | ) | — | — | — | (80 | ) | (21 | ) | (101 | ) | ||||||||||||||||||||
| Decommissioning-related activities (d) |
— | 14 | (120 | ) | 1 | — | (105 | ) | 95 | (10 | ) | |||||||||||||||||||||
| ERP system implementation expenses |
3 | 3 | 4 | — | — | 10 | 1 | 11 | ||||||||||||||||||||||||
| Other, net (e) |
(6 | ) | 21 | 11 | 7 | (70 | ) | (37 | ) | 5 | (32 | ) | ||||||||||||||||||||
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| Adjusted EBITDA |
$ | 977 | $ | 1,416 | $ | 1,651 | $ | 174 | $ | (48 | ) | $ | 4,170 | $ | (58 | ) | $ | 4,112 | ||||||||||||||
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| (a) | Includes $84 million of unrealized mark-to-market net losses on interest rate swaps. |
| (b) | Includes nuclear fuel amortization of $96 million and $270 million, respectively, in the Texas and East segments. |
| (c) | Includes involuntary conversion gain recognized from Martin Lake Incident property damage insurance in the Texas segment and revenues from Moss Landing Incident business interruption proceeds in the Asset Closure segment. |
| (d) | Represents net of all NDT (income) loss of the PJM nuclear facilities and all ARO and environmental remediation expenses. |
| (e) | Includes the final application of bill credits to large commercial and industrial customers that curtailed their usage during Winter Storm Uri in the Retail segment. |
Vistra – Press Release
Nov. 6, 2025, Page 11
VISTRA CORP.
NON-GAAP RECONCILIATIONS – ADJUSTED EBITDA
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2024
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations / Corp and Other |
Ongoing Operations Consolidated |
Asset Closure |
Vistra Corp. Consolidated |
|||||||||||||||||||||||||
| Net income (loss) |
$(1,226) | $ | 3,354 | $ | 526 | $ | 155 | $ | (952 | ) | $ | 1,857 | $ | (20 | ) | $ | 1,837 | |||||||||||||||
| Income tax expense |
— | — | — | — | 555 | 555 | — | 555 | ||||||||||||||||||||||||
| Interest expense and related charges (a) |
16 | (11 | ) | (4 | ) | (1 | ) | 331 | 331 | 1 | 332 | |||||||||||||||||||||
| Depreciation and amortization (b) |
31 | 183 | 336 | 15 | 17 | 582 | 7 | 589 | ||||||||||||||||||||||||
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| EBITDA before Adjustments |
(1,179 | ) | 3,526 | 858 | 169 | (49 | ) | 3,325 | (12 | ) | 3,313 | |||||||||||||||||||||
| Unrealized net (gain) loss resulting from commodity hedging transactions |
1,275 | (2,773 | ) | (254 | ) | (101 | ) | — | (1,853 | ) | (2 | ) | (1,855 | ) | ||||||||||||||||||
| Purchase accounting impacts |
1 | 1 | (4 | ) | — | — | (2 | ) | — | (2 | ) | |||||||||||||||||||||
| Non-cash compensation expenses |
— | — | — | — | 23 | 23 | — | 23 | ||||||||||||||||||||||||
| Transition and merger expenses |
— | 1 | 1 | — | 23 | 25 | — | 25 | ||||||||||||||||||||||||
| Decommissioning-related activities (c) |
— | 8 | (72 | ) | (1 | ) | — | (65 | ) | 1 | (64 | ) | ||||||||||||||||||||
| ERP system implementation expenses |
1 | 1 | — | — | — | 2 | 1 | 3 | ||||||||||||||||||||||||
| Other, net |
4 | (2 | ) | — | 3 | (22 | ) | (17 | ) | 1 | (16 | ) | ||||||||||||||||||||
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| Adjusted EBITDA |
$ | 102 | $ | 762 | $ | 529 | $ | 70 | $ | (25 | ) | $ | 1,438 | $ | (11 | ) | $ | 1,427 | ||||||||||||||
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| (a) | Includes $84 million of unrealized mark-to-market net losses on interest rate swaps. |
| (b) | Includes nuclear fuel amortization of $28 million and $95 million, respectively, in the Texas and East segments. |
| (c) | Represents net of all NDT (income) loss, ARO accretion expense for operating assets, and ARO remeasurement impacts for operating assets. |
Vistra – Press Release
Nov. 6, 2025, Page 12
VISTRA CORP.
NON-GAAP RECONCILIATIONS – ADJUSTED EBITDA
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024
(Unaudited) (Millions of Dollars)
| Retail | Texas | East | West | Eliminations / Corp and Other |
Ongoing Operations Consolidated |
Asset Closure |
Vistra Corp. Consolidated |
|||||||||||||||||||||||||
| Net income (loss) |
$ | 232 | $ | 2,445 | $ | 871 | $ | 442 | $ | (1,592 | ) | $ | 2,398 | $ | (76 | ) | $ | 2,322 | ||||||||||||||
| Income tax expense |
— | — | — | — | 694 | 694 | — | 694 | ||||||||||||||||||||||||
| Interest expense and related charges (a) |
38 | (33 | ) | (4 | ) | (1 | ) | 740 | 740 | 3 | 743 | |||||||||||||||||||||
| Depreciation and amortization (b) |
85 | 503 | 873 | 43 | 50 | 1,554 | 21 | 1,575 | ||||||||||||||||||||||||
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| EBITDA before Adjustments |
355 | 2,915 | 1,740 | 484 | (108 | ) | 5,386 | (52 | ) | 5,334 | ||||||||||||||||||||||
| Unrealized net (gain) loss resulting from commodity hedging transactions |
489 | (1,513 | ) | (385 | ) | (308 | ) | — | (1,717 | ) | (8 | ) | (1,725 | ) | ||||||||||||||||||
| Purchase accounting impacts |
— | 1 | (8 | ) | — | (14 | ) | (21 | ) | — | (21 | ) | ||||||||||||||||||||
| Impacts of Tax Receivable Agreement (c) |
— | — | — | — | (5 | ) | (5 | ) | — | (5 | ) | |||||||||||||||||||||
| Non-cash compensation expenses |
— | — | — | — | 76 | 76 | — | 76 | ||||||||||||||||||||||||
| Transition and merger expenses |
2 | 1 | 7 | — | 75 | 85 | — | 85 | ||||||||||||||||||||||||
| Decommissioning-related activities (d) |
— | 19 | (112 | ) | — | — | (93 | ) | 1 | (92 | ) | |||||||||||||||||||||
| ERP system implementation expenses |
7 | 6 | 5 | 1 | — | 19 | 2 | 21 | ||||||||||||||||||||||||
| Other, net |
10 | 4 | (5 | ) | 6 | (85 | ) | (70 | ) | 2 | (68 | ) | ||||||||||||||||||||
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| Adjusted EBITDA |
$ | 863 | $ | 1,433 | $ | 1,242 | $ | 183 | $ | (61 | ) | $ | 3,660 | $ | (55 | ) | $ | 3,605 | ||||||||||||||
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| (a) | Includes $26 million of unrealized mark-to-market net losses on interest rate swaps. |
| (b) | Includes nuclear fuel amortization of $80 million and $189 million, respectively, in the Texas and East segments. |
| (c) | Includes $10 million gain recognized on the repurchase of Tax Receivable Agreement Rights. |
| (d) | Represents net of all NDT (income) loss, ARO accretion expense for operating assets, and ARO remeasurement impacts for operating assets. |
Vistra – Press Release
Nov. 6, 2025, Page 13
VISTRA CORP. – NON-GAAP RECONCILIATIONS 2025 GUIDANCE1
(Unaudited) (Millions of Dollars)
| Ongoing Operations |
Asset Closure |
Vistra Corp. Consolidated |
||||||||||||||||||||||
| Low | High | Low | High | Low | High | |||||||||||||||||||
| Net income (loss) |
$ | 1,920 | $ | 2,070 | $ | (180 | ) | $ | (180 | ) | $ | 1,740 | $ | 1,890 | ||||||||||
| Income tax expense |
440 | 490 | — | — | 440 | 490 | ||||||||||||||||||
| Interest expense and related charges (a) |
1,170 | 1,170 | — | — | 1,170 | 1,170 | ||||||||||||||||||
| Depreciation and amortization (b) |
2,180 | 2,180 | — | — | 2,180 | 2,180 | ||||||||||||||||||
| EBITDA before Adjustments |
$ | 5,710 | $ | 5,910 | $ | (180 | ) | $ | (180 | ) | $ | 5,530 | $ | 5,730 | ||||||||||
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| Unrealized net (gain) loss resulting from hedging transactions |
(195 | ) | (195 | ) | (2 | ) | (2 | ) | (197 | ) | (197 | ) | ||||||||||||
| Fresh start/purchase accounting impacts |
32 | 32 | — | — | 32 | 32 | ||||||||||||||||||
| Non-cash compensation expenses |
109 | 109 | — | — | 109 | 109 | ||||||||||||||||||
| Transition and merger expenses |
65 | 65 | — | — | 65 | 65 | ||||||||||||||||||
| Decommissioning-related activities (c) |
(10 | ) | (10 | ) | 18 | 18 | 8 | 8 | ||||||||||||||||
| ERP system implementation expenses & other transformational initiatives |
65 | 65 | — | — | 65 | 65 | ||||||||||||||||||
| Other, net |
(76 | ) | (76 | ) | 79 | 79 | 3 | 3 | ||||||||||||||||
| Adjusted EBITDA guidance |
$ | 5,700 | $ | 5,900 | $ | (85 | ) | $ | (85 | ) | $ | 5,615 | $ | 5,815 | ||||||||||
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| 1 | Regulation G Table 2025 Guidance prepared as of November 6, 2025, based on market curves as of October 31, 2025. Guidance excludes any potential benefit from the nuclear production tax credit. |
| (a) | Includes $105 million interest related to noncontrolling interest repurchase. |
| (b) | Includes nuclear fuel amortization of $412 million. |
| (c) | Represents net of all NDT income (loss) of the PJM nuclear facilities, ARO accretion expense for operating assets and ARO remeasurement impacts for operating assets. |
Vistra – Press Release
Nov. 6, 2025, Page 14
VISTRA CORP. – NON-GAAP RECONCILIATIONS 2025 GUIDANCE1
(Unaudited) (Millions of Dollars)
| Ongoing Operations |
Asset Closure |
Vistra Corp. Consolidated |
||||||||||||||||||||||
| Low | High | Low | High | Low | High | |||||||||||||||||||
| Adjusted EBITDA guidance |
$ | 5,700 | $ | 5,900 | $ | (85 | ) | $ | (85 | ) | $ | 5,615 | $ | 5,815 | ||||||||||
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| Interest paid, net |
(1,141 | ) | (1,141 | ) | — | — | (1,141 | ) | (1,141 | ) | ||||||||||||||
| Tax (paid) / received |
(70 | ) | (70 | ) | — | — | (70 | ) | (70 | ) | ||||||||||||||
| Working capital, margin deposits and accrued environmental allowances |
(143 | ) | (143 | ) | — | — | (143 | ) | (143 | ) | ||||||||||||||
| Reclamation and remediation |
(39 | ) | (39 | ) | (70 | ) | (70 | ) | (109 | ) | (109 | ) | ||||||||||||
| ERP system implementation expenses & other transformational initiatives |
(47 | ) | (47 | ) | — | — | (47 | ) | (47 | ) | ||||||||||||||
| Other changes in other operating assets and liabilities |
39 | 39 | (20 | ) | (20 | ) | 19 | 19 | ||||||||||||||||
| Cash provided by operating activities |
$ | 4,299 | $ | 4,499 | $ | (175 | ) | $ | (175 | ) | $ | 4,124 | $ | 4,324 | ||||||||||
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| Capital expenditures including nuclear fuel purchases and LTSA prepayments |
(1,435 | ) | (1,435 | ) | — | — | (1,435 | ) | (1,435 | ) | ||||||||||||||
| Other net investing activities |
(21 | ) | (21 | ) | — | — | (21 | ) | (21 | ) | ||||||||||||||
| Working capital, margin deposits and accrued environmental allowances |
143 | 143 | — | — | 143 | 143 | ||||||||||||||||||
| Transition and merger expenses |
138 | 138 | — | — | 138 | 138 | ||||||||||||||||||
| Interest on noncontrolling interest repurchase obligation |
105 | 105 | — | — | 105 | 105 | ||||||||||||||||||
| ERP system implementation expenses & other transformational initiatives |
71 | 71 | — | — | 71 | 71 | ||||||||||||||||||
| Adjusted free cash flow before growth guidance |
$ | 3,300 | $ | 3,500 | $ | (175 | ) | $ | (175 | ) | $ | 3,125 | $ | 3,325 | ||||||||||
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| 1 | Regulation G Table 2025 Guidance prepared as of November 6, 2025, based on market curves as of October 31, 2025. |
Vistra – Press Release
Nov. 6, 2025, Page 15
VISTRA CORP. – NON-GAAP RECONCILIATIONS 2026 GUIDANCE1
(Unaudited) (Millions of Dollars)
| Ongoing Operations |
Asset Closure |
Vistra Corp. Consolidated |
||||||||||||||||||||||
| Low | High | Low | High | Low | High | |||||||||||||||||||
| Net income (loss) |
$ | 3,100 | $ | 3,730 | $ | (90 | ) | $ | (90 | ) | $ | 3,010 | $ | 3,640 | ||||||||||
| Income tax expense |
830 | 1,000 | — | — | 830 | 1,000 | ||||||||||||||||||
| Interest expense and related charges (a) |
1,200 | 1,200 | — | — | 1,200 | 1,200 | ||||||||||||||||||
| Depreciation and amortization (b) |
2,150 | 2,150 | — | — | 2,150 | 2,150 | ||||||||||||||||||
| EBITDA before Adjustments |
$ | 7,280 | $ | 8,080 | $ | (90 | ) | $ | (90 | ) | $ | 7,190 | $ | 7,990 | ||||||||||
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| Unrealized net (gain) loss resulting from hedging transactions |
(728 | ) | (728 | ) | — | — | (728 | ) | (728 | ) | ||||||||||||||
| Fresh start/purchase accounting impacts |
58 | 58 | — | — | 58 | 58 | ||||||||||||||||||
| Non-cash compensation expenses |
137 | 137 | — | — | 137 | 137 | ||||||||||||||||||
| Transition and merger expenses |
29 | 29 | — | — | 29 | 29 | ||||||||||||||||||
| Decommissioning-related activities (c) |
64 | 64 | 22 | 22 | 86 | 86 | ||||||||||||||||||
| ERP system implementation expenses & other transformational initiatives |
17 | 17 | — | — | 17 | 17 | ||||||||||||||||||
| Other, net |
(57 | ) | (57 | ) | (12 | ) | (12 | ) | (69 | ) | (69 | ) | ||||||||||||
| Adjusted EBITDA guidance |
$ | 6,800 | $ | 7,600 | $ | (80 | ) | $ | (80 | ) | $ | 6,720 | $ | 7,520 | ||||||||||
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| 1 | Regulation G Table 2026 Guidance prepared as of November 6, 2025, based on market curves as of October 31, 2025. Guidance excludes any potential benefit from the nuclear production tax credit. |
| (a) | Includes $60 million interest related to noncontrolling interest repurchase. |
| (b) | Includes nuclear fuel amortization of $423 million. |
| (c) | Represents net of all NDT income (loss) of the PJM nuclear facilities, ARO accretion expense for operating assets and ARO remeasurement impacts for operating assets. |
Vistra – Press Release
Nov. 6, 2025, Page 16
VISTRA CORP. – NON-GAAP RECONCILIATIONS 2026 GUIDANCE1
(Unaudited) (Millions of Dollars)
| Ongoing Operations |
Asset Closure |
Vistra Corp. Consolidated |
||||||||||||||||||||||
| Low | High | Low | High | Low | High | |||||||||||||||||||
| Adjusted EBITDA guidance |
$ | 6,800 | $ | 7,600 | $ | (80 | ) | $ | (80 | ) | $ | 6,720 | $ | 7,520 | ||||||||||
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| Interest paid, net |
(1,125 | ) | (1,125 | ) | — | — | (1,125 | ) | (1,125 | ) | ||||||||||||||
| Tax (paid) / received |
(111 | ) | (111 | ) | — | — | (111 | ) | (111 | ) | ||||||||||||||
| Working capital, margin deposits and accrued environmental allowances |
640 | 640 | — | — | 640 | 640 | ||||||||||||||||||
| Reclamation and remediation |
(78 | ) | (78 | ) | (80 | ) | (80 | ) | (158 | ) | (158 | ) | ||||||||||||
| ERP system implementation expenses & other transformational initiatives |
(16 | ) | (16 | ) | — | — | (16 | ) | (16 | ) | ||||||||||||||
| Other changes in other operating assets and liabilities |
(112 | ) | (112 | ) | (5 | ) | (5 | ) | (117 | ) | (117 | ) | ||||||||||||
| Cash provided by operating activities |
$ | 5,998 | $ | 6,798 | $ | (165 | ) | $ | (165 | ) | $ | 5,833 | $ | 6,633 | ||||||||||
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| Capital expenditures including nuclear fuel purchases and LTSA prepayments |
(1,536 | ) | (1,536 | ) | — | — | (1,536 | ) | (1,536 | ) | ||||||||||||||
| Other net investing activities |
(20 | ) | (20 | ) | — | — | (20 | ) | (20 | ) | ||||||||||||||
| Working capital, margin deposits and accrued environmental allowances |
(640 | ) | (640 | ) | — | — | (640 | ) | (640 | ) | ||||||||||||||
| Transition and merger expenses |
41 | 41 | — | — | 41 | 41 | ||||||||||||||||||
| Interest on noncontrolling interest repurchase obligation |
60 | 60 | — | — | 60 | 60 | ||||||||||||||||||
| ERP system implementation expenses & other transformational initiatives |
22 | 22 | — | — | 22 | 22 | ||||||||||||||||||
| Adjusted free cash flow before growth guidance |
$ | 3,925 | $ | 4,725 | $ | (165 | ) | $ | (165 | ) | $ | 3,760 | $ | 4,560 | ||||||||||
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| 1 | Regulation G Table 2026 Guidance prepared as of November 6, 2025, based on market curves as of October 31, 2025. |