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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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36-4833255
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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6555 Sierra Drive
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Irving,
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Texas
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75039
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(214)
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812-4600
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(Address of Principal Executive Offices) (Zip Code)
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(Registrant's telephone number, including area code)
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common stock, par value $0.01 per share
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VST
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New York Stock Exchange
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Warrants
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VST.WS.A
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New York Stock Exchange
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PAGE
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PART I.
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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PART II.
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Ambit
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Ambit Holdings, LLC, and/or its subsidiaries, depending on context
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ARO
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asset retirement and mining reclamation obligation
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CAA
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Clean Air Act
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CAISO
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The California Independent System Operator
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CCGT
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combined cycle gas turbine
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CME
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Chicago Mercantile Exchange
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CO2
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carbon dioxide
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CPUC
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California Public Utilities Commission
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Crius
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Crius Energy Trust and/or its subsidiaries, depending on context
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Dynegy
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Dynegy Inc., and/or its subsidiaries, depending on context
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Dynegy Energy Services
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Dynegy Energy Services, LLC and Dynegy Energy Services (East), LLC (d/b/a Dynegy and Brighten Energy), indirect, wholly owned subsidiaries of Vistra Energy, that are REPs in certain areas of MISO and PJM, respectively, and are engaged in the retail sale of electricity to residential and business customers.
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EBITDA
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earnings (net income) before interest expense, income taxes, depreciation and amortization
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Effective Date
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October 3, 2016, the date our predecessor completed its reorganization under Chapter 11 of the U.S. Bankruptcy Code
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Emergence
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emergence of our predecessor from reorganization under Chapter 11 of the U.S. Bankruptcy Code as subsidiaries of a newly formed company, Vistra Energy, on the Effective Date
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EPA
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U.S. Environmental Protection Agency
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ERCOT
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Electric Reliability Council of Texas, Inc.
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ESS
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energy storage system
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Exchange Act
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Securities Exchange Act of 1934, as amended
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FERC
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U.S. Federal Energy Regulatory Commission
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GAAP
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generally accepted accounting principles
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GWh
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gigawatt-hours
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Homefield Energy
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Illinois Power Marketing Company (d/b/a Homefield Energy), an indirect, wholly owned subsidiary of Vistra Energy, a REP in certain areas of MISO that is engaged in the retail sale of electricity to municipal customers
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ICE
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IntercontinentalExchange
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IRS
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U.S. Internal Revenue Service
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ISO
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Independent System Operator
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ISO-NE
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Independent System Operator New England
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LIBOR
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London Interbank Offered Rate, an interest rate at which banks can borrow funds, in marketable size, from other banks in the London interbank market
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load
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demand for electricity
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LTSA
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long-term service agreements for plant maintenance
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Luminant
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subsidiaries of Vistra Energy engaged in competitive market activities consisting of electricity generation and wholesale energy sales and purchases as well as commodity risk management
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market heat rate
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Heat rate is a measure of the efficiency of converting a fuel source to electricity. Market heat rate is the implied relationship between wholesale electricity prices and natural gas prices and is calculated by dividing the wholesale market price of electricity, which is based on the price offer of the marginal supplier (generally natural gas plants), by the market price of natural gas.
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Merger
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the merger of Dynegy with and into Vistra Energy, with Vistra Energy as the surviving corporation
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Merger Agreement
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the Agreement and Plan of Merger, dated as of October 29, 2017, by and between Vistra Energy and Dynegy, as it may be amended or modified from time to time
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Merger Date
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April 9, 2018, the date Vistra Energy and Dynegy completed the transactions contemplated by the Merger Agreement
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MISO
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Midcontinent Independent System Operator, Inc.
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MMBtu
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million British thermal units
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Moody's
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Moody's Investors Service, Inc. (a credit rating agency)
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MW
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megawatts
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MWh
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megawatt-hours
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NOX
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nitrogen oxide
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NRC
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U.S. Nuclear Regulatory Commission
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NYMEX
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the New York Mercantile Exchange, a commodity derivatives exchange
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NYISO
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New York Independent System Operator
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OPEB
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postretirement employee benefits other than pensions
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Parent
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Vistra Energy Corp.
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PJM
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PJM Interconnection, LLC
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Plan of Reorganization
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Third Amended Joint Plan of Reorganization filed by the parent company of our predecessor in August 2016 and confirmed by the U.S. Bankruptcy Court for the District of Delaware in August 2016 solely with respect to our predecessor
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PrefCo
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Vistra Preferred Inc.
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PrefCo Preferred Stock Sale
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as part of the Spin-Off, the contribution of certain of the assets of our predecessor and its subsidiaries by a subsidiary of TEX Energy LLC to PrefCo in exchange for all of PrefCo's authorized preferred stock, consisting of 70,000 shares, par value $0.01 per share
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Public Power
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Public Power, LLC, an indirect, wholly owned subsidiary of Vistra Energy, a REP in certain areas of PJM, NYISO, ISO-NE and MISO that is engaged in the retail sale of electricity to residential and business customers
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PUCT
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Public Utility Commission of Texas
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REP
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retail electric provider
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RCT
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Railroad Commission of Texas, which among other things, has oversight of lignite mining activity in Texas
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RTO
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regional transmission organization
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S&P
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Standard & Poor's Ratings (a credit rating agency)
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SEC
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U.S. Securities and Exchange Commission
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Securities Act
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Securities Act of 1933, as amended
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SO2
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sulfur dioxide
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Tax Matters Agreement
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Tax Matters Agreement, dated as of the Effective Date, by and among Energy Future Holdings Corp. (EFH Corp.), Energy Future Intermediate Holding Company LLC, EFIH Finance Inc. and EFH Merger Co. LLC
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TCEH
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Texas Competitive Electric Holdings Company LLC, a direct, wholly owned subsidiary of Energy Future Competitive Holdings Company LLC, and, prior to the Effective Date, the parent company of our predecessor, depending on context, that were engaged in electricity generation and wholesale and retail energy market activities, and whose major subsidiaries included Luminant and TXU Energy
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TCEQ
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Texas Commission on Environmental Quality
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TRA
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Tax Receivable Agreement, containing certain rights (TRA Rights) to receive payments from Vistra Energy related to certain tax benefits, including those it realized as a result of certain transactions entered into at Emergence (see Note 8 to the Financial Statements)
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TriEagle Energy
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TriEagle Energy, LP, an indirect, wholly owned subsidiary of Vistra Energy, a REP in certain areas of ERCOT and PJM that is engaged in the retail sale of electricity to residential and business customers
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TWh
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terawatt-hours
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TXU Energy
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TXU Energy Retail Company LLC, an indirect, wholly owned subsidiary of Vistra Energy that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers
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U.S.
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United States of America
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U.S. Gas & Electric
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U.S. Gas and Electric, Inc., an indirect, wholly owned subsidiary of Vistra Energy, a REP in certain areas of PJM, NYISO, ISO-NE and MISO that is engaged in the retail sale of electricity to residential and business customers
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Value Based Brands
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Value Based Brands LLC (d/b/a 4Change Energy and Express Energy), an indirect, wholly owned subsidiary of Vistra Energy that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers
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Vistra Energy
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Vistra Energy Corp. and/or its subsidiaries, depending on context
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Vistra Intermediate
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Vistra Intermediate Company LLC, a direct, wholly owned subsidiary of Vistra Energy
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Vistra Operations
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Vistra Operations Company LLC, an indirect, wholly owned subsidiary of Vistra Energy that is the issuer of certain series of notes (see Note 11 to the Financial Statements) and borrower under the Vistra Operations Credit Facilities
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Vistra Operations Credit Facilities
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Vistra Operations Company LLC's $6.523 billion senior secured financing facilities (see Note 11 to the Financial Statements).
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Item 1.
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FINANCIAL STATEMENTS
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Three Months Ended September 30,
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Nine Months Ended September 30,
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||||||||||||
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2019
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2018
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2019
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2018
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Operating revenues (Note 5)
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$
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3,194
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$
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3,243
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$
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8,949
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$
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6,581
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Fuel, purchased power costs and delivery fees
|
(1,687
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)
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(1,627
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)
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(4,287
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)
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(3,492
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)
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Operating costs
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(397
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)
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(346
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)
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(1,153
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)
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(926
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)
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Depreciation and amortization
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(424
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)
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(426
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)
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(1,213
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)
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(967
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)
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Selling, general and administrative expenses
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(246
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)
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(194
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)
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(637
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)
|
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(711
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)
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Operating income
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440
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|
650
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1,659
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|
485
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Other income (Note 19)
|
6
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6
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45
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25
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Other deductions (Note 19)
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(4
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)
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(1
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)
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(9
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)
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(4
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)
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Interest expense and related charges (Note 19)
|
(224
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)
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(154
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)
|
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(720
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)
|
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(291
|
)
|
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Impacts of Tax Receivable Agreement (Note 8)
|
(62
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)
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17
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(26
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)
|
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(65
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)
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Equity in earnings of unconsolidated investment
|
3
|
|
|
7
|
|
|
13
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|
|
11
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|
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Income before income taxes
|
159
|
|
|
525
|
|
|
962
|
|
|
161
|
|
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Income tax expense (Note 7)
|
(45
|
)
|
|
(194
|
)
|
|
(270
|
)
|
|
(31
|
)
|
||||
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Net income
|
$
|
114
|
|
|
$
|
331
|
|
|
$
|
692
|
|
|
$
|
130
|
|
|
Net (income) loss attributable to noncontrolling interest
|
(1
|
)
|
|
(1
|
)
|
|
2
|
|
|
2
|
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Net income attributable to Vistra Energy
|
$
|
113
|
|
|
$
|
330
|
|
|
$
|
694
|
|
|
$
|
132
|
|
|
Weighted average shares of common stock outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
||||
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Basic
|
490,562,179
|
|
|
533,142,189
|
|
|
486,215,356
|
|
|
500,781,573
|
|
||||
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Diluted
|
493,670,295
|
|
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540,972,802
|
|
|
490,226,743
|
|
|
508,128,988
|
|
||||
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Net income per weighted average share of common stock outstanding:
|
|
|
|
|
|
|
|
||||||||
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Basic
|
$
|
0.23
|
|
|
$
|
0.62
|
|
|
$
|
1.43
|
|
|
$
|
0.26
|
|
|
Diluted
|
$
|
0.23
|
|
|
$
|
0.61
|
|
|
$
|
1.42
|
|
|
$
|
0.26
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income
|
$
|
114
|
|
|
$
|
331
|
|
|
$
|
692
|
|
|
$
|
130
|
|
|
Other comprehensive income, net of tax effects:
|
|
|
|
|
|
|
|
||||||||
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Effects related to pension and other retirement benefit obligations (net of tax benefit of $4, $—, $4 and $—)
|
(13
|
)
|
|
1
|
|
|
(12
|
)
|
|
2
|
|
||||
|
Total other comprehensive income (loss)
|
(13
|
)
|
|
1
|
|
|
(12
|
)
|
|
2
|
|
||||
|
Comprehensive income
|
$
|
101
|
|
|
$
|
332
|
|
|
$
|
680
|
|
|
$
|
132
|
|
|
Comprehensive (income) loss attributable to noncontrolling interest
|
(1
|
)
|
|
(1
|
)
|
|
2
|
|
|
2
|
|
||||
|
Comprehensive income attributable to Vistra Energy
|
$
|
100
|
|
|
$
|
331
|
|
|
$
|
682
|
|
|
$
|
134
|
|
|
VISTRA ENERGY CORP.
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS
(Unaudited) (Millions of Dollars)
|
|||||||
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
|
|
|
|
||||
|
Cash flows — operating activities:
|
|
|
|
||||
|
Net income
|
$
|
692
|
|
|
$
|
130
|
|
|
Adjustments to reconcile net income to cash provided by (used in) operating activities:
|
|
|
|
||||
|
Depreciation and amortization
|
1,394
|
|
|
1,070
|
|
||
|
Deferred income tax expense, net
|
254
|
|
|
29
|
|
||
|
Unrealized net (gain) loss from mark-to-market valuations of commodities
|
(625
|
)
|
|
207
|
|
||
|
Unrealized net (gain) loss from mark-to-market valuations of interest rate swaps
|
275
|
|
|
(123
|
)
|
||
|
Asset retirement obligation accretion expense
|
40
|
|
|
37
|
|
||
|
Impacts of Tax Receivable Agreement (Note 8)
|
26
|
|
|
65
|
|
||
|
Stock-based compensation
|
35
|
|
|
59
|
|
||
|
Other, net
|
12
|
|
|
64
|
|
||
|
Changes in operating assets and liabilities:
|
|
|
|
||||
|
Margin deposits, net
|
129
|
|
|
(39
|
)
|
||
|
Accrued interest
|
15
|
|
|
(59
|
)
|
||
|
Accrued taxes
|
(31
|
)
|
|
(102
|
)
|
||
|
Accrued employee incentive
|
(53
|
)
|
|
(17
|
)
|
||
|
Other operating assets and liabilities
|
(340
|
)
|
|
(458
|
)
|
||
|
Cash provided by operating activities
|
1,823
|
|
|
863
|
|
||
|
Cash flows — financing activities:
|
|
|
|
||||
|
Issuances of long-term debt (Note 11)
|
4,600
|
|
|
1,000
|
|
||
|
Repayments/repurchases of debt (Note 11)
|
(4,668
|
)
|
|
(2,902
|
)
|
||
|
Net borrowings under accounts receivable securitization program (Note 10)
|
261
|
|
|
350
|
|
||
|
Stock repurchase (Note 14)
|
(632
|
)
|
|
(414
|
)
|
||
|
Dividends paid to stockholders (Note 14)
|
(181
|
)
|
|
—
|
|
||
|
Debt tender offer and other financing fees (Note 11)
|
(170
|
)
|
|
(216
|
)
|
||
|
Other, net
|
6
|
|
|
10
|
|
||
|
Cash used in financing activities
|
(784
|
)
|
|
(2,172
|
)
|
||
|
Cash flows — investing activities:
|
|
|
|
||||
|
Capital expenditures, including LTSA prepayments
|
(348
|
)
|
|
(209
|
)
|
||
|
Nuclear fuel purchases
|
(33
|
)
|
|
(66
|
)
|
||
|
Development and growth expenditures
|
(93
|
)
|
|
(28
|
)
|
||
|
Crius acquisition (net of cash acquired)
|
(374
|
)
|
|
—
|
|
||
|
Cash acquired in the Merger
|
—
|
|
|
445
|
|
||
|
Proceeds from sales of nuclear decommissioning trust fund securities (Note 19)
|
354
|
|
|
211
|
|
||
|
Investments in nuclear decommissioning trust fund securities (Note 19)
|
(370
|
)
|
|
(227
|
)
|
||
|
Proceeds from sale of environmental allowances
|
32
|
|
|
—
|
|
||
|
Purchases of environmental allowances
|
(169
|
)
|
|
(4
|
)
|
||
|
Other, net
|
22
|
|
|
11
|
|
||
|
Cash (used in) provided by investing activities
|
(979
|
)
|
|
133
|
|
||
|
|
|
|
|
|
|
||
|
Net change in cash, cash equivalents and restricted cash
|
60
|
|
|
(1,176
|
)
|
||
|
Cash, cash equivalents and restricted cash — beginning balance
|
693
|
|
|
2,046
|
|
||
|
Cash, cash equivalents and restricted cash — ending balance
|
$
|
753
|
|
|
$
|
870
|
|
|
VISTRA ENERGY CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (Millions of Dollars)
|
|||||||
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
ASSETS
|
|
|
|
||||
|
Current assets:
|
|
|
|
||||
|
Cash and cash equivalents
|
$
|
707
|
|
|
$
|
636
|
|
|
Restricted cash (Note 19)
|
46
|
|
|
57
|
|
||
|
Trade accounts receivable — net (Note 19)
|
1,419
|
|
|
1,087
|
|
||
|
Inventories (Note 19)
|
430
|
|
|
412
|
|
||
|
Commodity and other derivative contractual assets (Note 16)
|
999
|
|
|
730
|
|
||
|
Margin deposits related to commodity contracts
|
236
|
|
|
361
|
|
||
|
Prepaid expense and other current assets
|
291
|
|
|
152
|
|
||
|
Total current assets
|
4,128
|
|
|
3,435
|
|
||
|
Investments (Note 19)
|
1,451
|
|
|
1,250
|
|
||
|
Investment in unconsolidated subsidiary (Note 19)
|
123
|
|
|
131
|
|
||
|
Property, plant and equipment — net (Note 19)
|
14,075
|
|
|
14,612
|
|
||
|
Operating lease right-of-use assets (Note 12)
|
50
|
|
|
—
|
|
||
|
Goodwill (Note 6)
|
2,287
|
|
|
2,068
|
|
||
|
Identifiable intangible assets — net (Note 6)
|
2,595
|
|
|
2,493
|
|
||
|
Commodity and other derivative contractual assets (Note 16)
|
181
|
|
|
109
|
|
||
|
Accumulated deferred income taxes
|
1,155
|
|
|
1,336
|
|
||
|
Other noncurrent assets
|
398
|
|
|
590
|
|
||
|
Total assets
|
$
|
26,443
|
|
|
$
|
26,024
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
|
Current liabilities:
|
|
|
|
||||
|
Accounts receivable securitization program (Note 10)
|
$
|
600
|
|
|
$
|
339
|
|
|
Long-term debt due currently (Note 11)
|
220
|
|
|
191
|
|
||
|
Trade accounts payable
|
916
|
|
|
945
|
|
||
|
Commodity and other derivative contractual liabilities (Note 16)
|
1,364
|
|
|
1,376
|
|
||
|
Margin deposits related to commodity contracts
|
8
|
|
|
4
|
|
||
|
Accrued income taxes
|
18
|
|
|
10
|
|
||
|
Accrued taxes other than income
|
152
|
|
|
182
|
|
||
|
Accrued interest
|
88
|
|
|
77
|
|
||
|
Asset retirement obligations (Note 19)
|
167
|
|
|
156
|
|
||
|
Operating lease liabilities (Note 12)
|
12
|
|
|
—
|
|
||
|
Other current liabilities
|
370
|
|
|
345
|
|
||
|
Total current liabilities
|
3,915
|
|
|
3,625
|
|
||
|
Long-term debt, less amounts due currently (Note 11)
|
10,728
|
|
|
10,874
|
|
||
|
Operating lease liabilities (Note 12)
|
53
|
|
|
—
|
|
||
|
Commodity and other derivative contractual liabilities (Note 16)
|
426
|
|
|
270
|
|
||
|
Accumulated deferred income taxes
|
10
|
|
|
10
|
|
||
|
Tax Receivable Agreement obligation (Note 8)
|
443
|
|
|
420
|
|
||
|
Asset retirement obligations (Note 19)
|
2,157
|
|
|
2,217
|
|
||
|
Identifiable intangible liabilities — net (Note 6)
|
381
|
|
|
401
|
|
||
|
Other noncurrent liabilities and deferred credits (Note 19)
|
538
|
|
|
340
|
|
||
|
Total liabilities
|
18,651
|
|
|
18,157
|
|
||
|
VISTRA ENERGY CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) (Millions of Dollars)
|
|||||||
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
Commitments and Contingencies (Note 13)
|
|
|
|
|
|
||
|
Total equity (Note 14):
|
|
|
|
||||
|
Common stock (par value — $0.01; number of shares authorized — 1,800,000,000)
(shares outstanding: September 30, 2019 — 487,783,432; December 31, 2018 — 493,215,309) |
5
|
|
|
5
|
|
||
|
Treasury stock, at cost (shares: September 30, 2019 — 40,151,888; December 31, 2018 — 32,815,783)
|
(951
|
)
|
|
(778
|
)
|
||
|
Additional paid-in-capital
|
9,708
|
|
|
10,107
|
|
||
|
Retained deficit
|
(936
|
)
|
|
(1,449
|
)
|
||
|
Accumulated other comprehensive income (loss)
|
(34
|
)
|
|
(22
|
)
|
||
|
Stockholders' equity
|
7,792
|
|
|
7,863
|
|
||
|
Noncontrolling interest in subsidiary
|
—
|
|
|
4
|
|
||
|
Total equity
|
7,792
|
|
|
7,867
|
|
||
|
Total liabilities and equity
|
$
|
26,443
|
|
|
$
|
26,024
|
|
|
1.
|
BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
|
|
|
December 31, 2018
|
|
Adoption of New Lease Standard
|
|
January 1,
2019
|
||||||
|
Impact on condensed consolidated balance sheet:
|
|
|
|
|
|
||||||
|
Assets
|
|
|
|
|
|
||||||
|
Property, plant and equipment — net
|
$
|
14,612
|
|
|
$
|
15
|
|
|
$
|
14,627
|
|
|
Operating lease right-of-use assets
|
—
|
|
|
70
|
|
|
70
|
|
|||
|
Prepaid expense and other current assets
|
152
|
|
|
(2
|
)
|
|
150
|
|
|||
|
Accumulated deferred income taxes
|
1,336
|
|
|
1
|
|
|
1,337
|
|
|||
|
Liabilities
|
|
|
|
|
|
||||||
|
Other current liabilities
|
345
|
|
|
(1
|
)
|
|
344
|
|
|||
|
Operating lease liabilities
|
—
|
|
|
109
|
|
|
109
|
|
|||
|
Identifiable intangible liabilities
|
401
|
|
|
(36
|
)
|
|
365
|
|
|||
|
Other noncurrent liabilities and deferred credits
|
340
|
|
|
14
|
|
|
354
|
|
|||
|
Equity
|
|
|
|
|
|
||||||
|
Retained deficit
|
(1,449
|
)
|
|
(2
|
)
|
|
(1,451
|
)
|
|||
|
•
|
Working capital was valued using available market information (Level 2).
|
|
•
|
Acquired derivatives were valued using the methods described in Note 15 (Level 2 or Level 3).
|
|
•
|
Acquired retail customer relationship was valued based on discounted cash flow analysis of acquired customers and estimated attrition rates (Level 3).
|
|
•
|
Long-term debt was valued using a market approach (Level 2).
|
|
Crius Transaction Preliminary Purchase Price Allocation
|
|||
|
Cash and cash equivalents
|
$
|
26
|
|
|
Net working capital
|
33
|
|
|
|
Accumulated deferred income taxes
|
36
|
|
|
|
Identifiable intangible assets
|
294
|
|
|
|
Goodwill
|
205
|
|
|
|
Other noncurrent assets and liabilities, net
|
4
|
|
|
|
Total assets acquired
|
598
|
|
|
|
Identifiable intangible liabilities
|
36
|
|
|
|
Long-term debt, including amounts due currently
|
140
|
|
|
|
Commodity and other derivative contractual assets and liabilities, net
|
22
|
|
|
|
Total liabilities assumed
|
198
|
|
|
|
Identifiable net assets acquired
|
$
|
400
|
|
|
|
Nine Months Ended September 30, 2019
|
||
|
Revenues
|
$
|
9,513
|
|
|
Net income (a)
|
$
|
629
|
|
|
Net income attributable to Vistra Energy
|
$
|
631
|
|
|
Net income attributable to Vistra Energy per weighted average share of common stock outstanding — basic
|
$
|
1.30
|
|
|
Net income attributable to Vistra Energy per weighted average share of common stock outstanding — diluted
|
$
|
1.29
|
|
|
(a)
|
Decrease in pro forma net income compared to consolidated net income is driven by unrealized losses on hedging activities of Crius and increased amortization.
|
|
•
|
Working capital was valued using available market information (Level 2).
|
|
•
|
Acquired property, plant and equipment was valued using a combination of an income approach and a market approach. The income approach utilized a discounted cash flow analysis based upon a debt-free, free cash flow model (Level 3).
|
|
•
|
Acquired derivatives were valued using the methods described in Note 15 (Level 1, Level 2 or Level 3).
|
|
•
|
Contracts with terms that were not at current market prices were also valued using a discounted cash flow analysis (Level 3). The cash flows generated by the contracts were compared with their cash flows based on current market prices with the resulting difference discounted to present value and recorded as either an intangible asset or liability.
|
|
•
|
Long-term debt was valued using a market approach (Level 2).
|
|
•
|
AROs were recorded in accordance with ASC 410, Asset Retirement and Environmental Obligations (Level 3).
|
|
Dynegy shares outstanding as of April 9, 2018 (in millions)
|
144.8
|
|
|
|
Exchange Ratio
|
0.652
|
|
|
|
Vistra Energy shares issued for Dynegy shares outstanding (in millions)
|
94.4
|
|
|
|
Opening price of Vistra Energy common stock on April 9, 2018
|
$
|
19.87
|
|
|
Purchase price for common stock
|
$
|
1,876
|
|
|
Fair value of equity component of tangible equity units
|
$
|
369
|
|
|
Fair value of outstanding stock compensation awards attributable to pre-combination service
|
$
|
26
|
|
|
Fair value of outstanding warrants
|
$
|
2
|
|
|
Total purchase price
|
$
|
2,273
|
|
|
Dynegy Merger Final Purchase Price Allocation
|
|||
|
Cash and cash equivalents
|
$
|
445
|
|
|
Trade accounts receivables, inventories, prepaid expenses and other current assets
|
853
|
|
|
|
Property, plant and equipment
|
10,535
|
|
|
|
Accumulated deferred income taxes
|
518
|
|
|
|
Identifiable intangible assets
|
351
|
|
|
|
Goodwill
|
175
|
|
|
|
Other noncurrent assets
|
419
|
|
|
|
Total assets acquired
|
13,296
|
|
|
|
Trade accounts payable and other current liabilities
|
733
|
|
|
|
Commodity and other derivative contractual assets and liabilities, net
|
422
|
|
|
|
Asset retirement obligations, including amounts due currently
|
475
|
|
|
|
Long-term debt, including amounts due currently
|
8,919
|
|
|
|
Other noncurrent liabilities
|
469
|
|
|
|
Total liabilities assumed
|
11,018
|
|
|
|
Identifiable net assets acquired
|
2,278
|
|
|
|
Noncontrolling interest in subsidiary
|
5
|
|
|
|
Total purchase price
|
$
|
2,273
|
|
|
|
Nine Months
Ended September 30, 2018 |
||
|
Revenues
|
$
|
8,032
|
|
|
Net loss
|
$
|
(64
|
)
|
|
Net loss attributable to Vistra Energy
|
$
|
(61
|
)
|
|
Net loss attributable to Vistra Energy per weighted average share of common stock outstanding — basic
|
$
|
(0.12
|
)
|
|
Net loss attributable to Vistra Energy per weighted average share of common stock outstanding — diluted
|
$
|
(0.12
|
)
|
|
3.
|
ACQUISITION AND DEVELOPMENT OF GENERATION FACILITIES
|
|
4.
|
RETIREMENT OF GENERATION FACILITIES
|
|
Name
|
|
Location (all in the state of Illinois)
|
|
Fuel Type
|
|
Net Generation Capacity (MW)
|
|
Number of Units
|
|
Dates Units To Be Taken Offline
|
|
|
Coffeen
|
|
Coffeen, IL
|
|
Coal
|
|
915
|
|
|
2
|
|
November 1, 2019
|
|
Duck Creek
|
|
Canton, IL
|
|
Coal
|
|
425
|
|
|
1
|
|
December 15, 2019
|
|
Havana
|
|
Havana, IL
|
|
Coal
|
|
434
|
|
|
1
|
|
November 1, 2019
|
|
Hennepin
|
|
Hennepin, IL
|
|
Coal
|
|
294
|
|
|
2
|
|
November 1, 2019
|
|
Edwards
|
|
Bartonville, IL
|
|
Coal
|
|
585
|
|
|
2
|
|
By the end of 2022
|
|
Total
|
|
|
|
|
|
2,653
|
|
|
8
|
|
|
|
Name
|
|
Location
|
|
Fuel Type
|
|
Net Generation Capacity (MW)
|
|
Ownership Interest
|
|
Date Units Taken Offline
|
|
|
Killen
|
|
Manchester, Ohio
|
|
Coal
|
|
204
|
|
|
33%
|
|
May 31, 2018
|
|
Stuart
|
|
Aberdeen, Ohio
|
|
Coal
|
|
679
|
|
|
39%
|
|
May 24, 2018
|
|
Total
|
|
|
|
|
|
883
|
|
|
|
|
|
|
Name
|
|
Location (all in the state of Texas)
|
|
Fuel Type
|
|
Installed Nameplate Generation Capacity (MW)
|
|
Number of Units
|
|
Date Units Taken Offline
|
|
|
Monticello
|
|
Titus County
|
|
Lignite/Coal
|
|
1,880
|
|
|
3
|
|
January 4, 2018
|
|
Sandow
|
|
Milam County
|
|
Lignite
|
|
1,137
|
|
|
2
|
|
January 11, 2018
|
|
Big Brown
|
|
Freestone County
|
|
Lignite/Coal
|
|
1,150
|
|
|
2
|
|
February 12, 2018
|
|
Total
|
|
|
|
|
|
4,167
|
|
|
7
|
|
|
|
5.
|
REVENUE
|
|
|
Three Months Ended September 30, 2019
|
||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
CAISO/Eliminations
|
|
Consolidated
|
||||||||||||||
|
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Retail energy charge in ERCOT
|
$
|
1,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,600
|
|
|
Retail energy charge in Northeast/Midwest
|
576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
576
|
|
|||||||
|
Wholesale generation revenue from ISO/RTO
|
—
|
|
|
990
|
|
|
137
|
|
|
79
|
|
|
116
|
|
|
46
|
|
|
1,368
|
|
|||||||
|
Capacity revenue
|
—
|
|
|
—
|
|
|
24
|
|
|
23
|
|
|
5
|
|
|
—
|
|
|
52
|
|
|||||||
|
Revenue from other wholesale contracts
|
—
|
|
|
110
|
|
|
187
|
|
|
84
|
|
|
48
|
|
|
1
|
|
|
430
|
|
|||||||
|
Total revenue from contracts with customers
|
2,176
|
|
|
1,100
|
|
|
348
|
|
|
186
|
|
|
169
|
|
|
47
|
|
|
4,026
|
|
|||||||
|
Other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Intangible amortization
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
8
|
|
|||||||
|
Hedging and other revenues (a)
|
19
|
|
|
(813
|
)
|
|
(83
|
)
|
|
6
|
|
|
(17
|
)
|
|
48
|
|
|
(840
|
)
|
|||||||
|
Affiliate sales
|
—
|
|
|
444
|
|
|
178
|
|
|
22
|
|
|
49
|
|
|
(693
|
)
|
|
—
|
|
|||||||
|
Total other revenues
|
31
|
|
|
(369
|
)
|
|
95
|
|
|
28
|
|
|
28
|
|
|
(645
|
)
|
|
(832
|
)
|
|||||||
|
Total revenues
|
$
|
2,207
|
|
|
$
|
731
|
|
|
$
|
443
|
|
|
$
|
214
|
|
|
$
|
197
|
|
|
$
|
(598
|
)
|
|
$
|
3,194
|
|
|
(a)
|
Includes $86 million of unrealized net losses from mark-to-market valuations of commodity positions. See Note 18 for unrealized net gains (losses) by segment.
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
Asset
Closure
|
|
CAISO/Eliminations
|
|
Consolidated
|
||||||||||||||||
|
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Retail energy charge in ERCOT
|
$
|
1,362
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,362
|
|
|
Retail energy charge in Northeast/Midwest
|
442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
442
|
|
||||||||
|
Wholesale generation revenue from ISO/RTO
|
—
|
|
|
393
|
|
|
502
|
|
|
244
|
|
|
255
|
|
|
1
|
|
|
81
|
|
|
1,476
|
|
||||||||
|
Capacity revenue
|
—
|
|
|
—
|
|
|
164
|
|
|
79
|
|
|
15
|
|
|
(4
|
)
|
|
9
|
|
|
263
|
|
||||||||
|
Revenue from other wholesale contracts
|
—
|
|
|
72
|
|
|
11
|
|
|
9
|
|
|
5
|
|
|
(2
|
)
|
|
3
|
|
|
98
|
|
||||||||
|
Total revenue from contracts with customers
|
1,804
|
|
|
465
|
|
|
677
|
|
|
332
|
|
|
275
|
|
|
(5
|
)
|
|
93
|
|
|
3,641
|
|
||||||||
|
Other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Intangible amortization
|
15
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
6
|
|
||||||||
|
Hedging and other revenues (a)
|
(6
|
)
|
|
52
|
|
|
(275
|
)
|
|
(42
|
)
|
|
(136
|
)
|
|
5
|
|
|
(2
|
)
|
|
(404
|
)
|
||||||||
|
Affiliate sales
|
—
|
|
|
879
|
|
|
218
|
|
|
15
|
|
|
96
|
|
|
(1
|
)
|
|
(1,207
|
)
|
|
—
|
|
||||||||
|
Total other revenues
|
9
|
|
|
931
|
|
|
(57
|
)
|
|
(31
|
)
|
|
(45
|
)
|
|
4
|
|
|
(1,209
|
)
|
|
(398
|
)
|
||||||||
|
Total revenues
|
$
|
1,813
|
|
|
$
|
1,396
|
|
|
$
|
620
|
|
|
$
|
301
|
|
|
$
|
230
|
|
|
$
|
(1
|
)
|
|
$
|
(1,116
|
)
|
|
$
|
3,243
|
|
|
(a)
|
Includes $28 million of unrealized net losses from mark-to-market valuations of commodity positions. See Note 18 for unrealized net gains (losses) by segment.
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
CAISO/Eliminations
|
|
Consolidated
|
||||||||||||||
|
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Retail energy charge in ERCOT
|
$
|
3,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,716
|
|
|
Retail energy charge in Northeast/Midwest
|
1,239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,239
|
|
|||||||
|
Wholesale generation revenue from ISO/RTO
|
—
|
|
|
1,426
|
|
|
487
|
|
|
355
|
|
|
330
|
|
|
141
|
|
|
2,739
|
|
|||||||
|
Capacity revenue
|
—
|
|
|
—
|
|
|
144
|
|
|
176
|
|
|
30
|
|
|
—
|
|
|
350
|
|
|||||||
|
Revenue from other wholesale contracts
|
—
|
|
|
207
|
|
|
347
|
|
|
96
|
|
|
106
|
|
|
7
|
|
|
763
|
|
|||||||
|
Total revenue from contracts with customers
|
4,955
|
|
|
1,633
|
|
|
978
|
|
|
627
|
|
|
466
|
|
|
148
|
|
|
8,807
|
|
|||||||
|
Other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Intangible amortization
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(13
|
)
|
|
3
|
|
|
(20
|
)
|
|||||||
|
Hedging and other revenues (a)
|
66
|
|
|
(253
|
)
|
|
88
|
|
|
117
|
|
|
36
|
|
|
108
|
|
|
162
|
|
|||||||
|
Affiliate sales
|
—
|
|
|
1,976
|
|
|
767
|
|
|
72
|
|
|
208
|
|
|
(3,023
|
)
|
|
—
|
|
|||||||
|
Total other revenues
|
59
|
|
|
1,723
|
|
|
855
|
|
|
186
|
|
|
231
|
|
|
(2,912
|
)
|
|
142
|
|
|||||||
|
Total revenues
|
$
|
5,014
|
|
|
$
|
3,356
|
|
|
$
|
1,833
|
|
|
$
|
813
|
|
|
$
|
697
|
|
|
$
|
(2,764
|
)
|
|
$
|
8,949
|
|
|
(a)
|
Includes $611 million of unrealized net gains from mark-to-market valuations of commodity positions. See Note 18 for unrealized net gains (losses) by segment.
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
Asset
Closure
|
|
CAISO/Eliminations
|
|
Consolidated
|
||||||||||||||||
|
Revenue from contracts with customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Retail energy charge in ERCOT
|
$
|
3,423
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,423
|
|
|
Retail energy charge in Northeast/Midwest
|
778
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
778
|
|
||||||||
|
Wholesale generation revenue from ISO/RTO
|
—
|
|
|
775
|
|
|
869
|
|
|
362
|
|
|
436
|
|
|
52
|
|
|
95
|
|
|
2,589
|
|
||||||||
|
Capacity revenue
|
—
|
|
|
—
|
|
|
283
|
|
|
162
|
|
|
44
|
|
|
6
|
|
|
20
|
|
|
515
|
|
||||||||
|
Revenue from other wholesale contracts
|
—
|
|
|
175
|
|
|
18
|
|
|
14
|
|
|
16
|
|
|
(1
|
)
|
|
4
|
|
|
226
|
|
||||||||
|
Total revenue from contracts with customers
|
4,201
|
|
|
950
|
|
|
1,170
|
|
|
538
|
|
|
496
|
|
|
57
|
|
|
119
|
|
|
7,531
|
|
||||||||
|
Other revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Intangible amortization
|
(12
|
)
|
|
(1
|
)
|
|
—
|
|
|
(6
|
)
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
||||||||
|
Hedging and other revenues (a)
|
50
|
|
|
(181
|
)
|
|
(436
|
)
|
|
(71
|
)
|
|
(256
|
)
|
|
(29
|
)
|
|
4
|
|
|
(919
|
)
|
||||||||
|
Affiliate sales
|
—
|
|
|
1,422
|
|
|
370
|
|
|
26
|
|
|
260
|
|
|
20
|
|
|
(2,098
|
)
|
|
—
|
|
||||||||
|
Total other revenues
|
38
|
|
|
1,240
|
|
|
(66
|
)
|
|
(51
|
)
|
|
(8
|
)
|
|
(9
|
)
|
|
(2,094
|
)
|
|
(950
|
)
|
||||||||
|
Total revenues
|
$
|
4,239
|
|
|
$
|
2,190
|
|
|
$
|
1,104
|
|
|
$
|
487
|
|
|
$
|
488
|
|
|
$
|
48
|
|
|
$
|
(1,975
|
)
|
|
$
|
6,581
|
|
|
(a)
|
Includes $239 million of unrealized net losses from mark-to-market valuations of commodity positions. See Note 18 for unrealized net gains (losses) by segment.
|
|
|
September 30,
2019 |
|
December 31, 2018
|
||||
|
Trade accounts receivable from contracts with customers — net (a)
|
$
|
1,275
|
|
|
$
|
951
|
|
|
Other trade accounts receivable — net
|
144
|
|
|
136
|
|
||
|
Total trade accounts receivable — net
|
$
|
1,419
|
|
|
$
|
1,087
|
|
|
(a)
|
At September 30, 2019, includes $136 million of trade accounts receivable related to operations acquired in the Crius Transaction.
|
|
6.
|
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS AND LIABILITIES
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Identifiable Intangible Asset
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
Retail customer relationship
|
|
$
|
1,922
|
|
|
$
|
1,069
|
|
|
$
|
853
|
|
|
$
|
1,680
|
|
|
$
|
876
|
|
|
$
|
804
|
|
|
Software and other technology-related assets
|
|
304
|
|
|
109
|
|
|
195
|
|
|
270
|
|
|
105
|
|
|
165
|
|
||||||
|
Retail and wholesale contracts
|
|
315
|
|
|
167
|
|
|
148
|
|
|
316
|
|
|
138
|
|
|
178
|
|
||||||
|
Contractual service agreements (a)
|
|
60
|
|
|
2
|
|
|
58
|
|
|
70
|
|
|
—
|
|
|
70
|
|
||||||
|
Other identifiable intangible assets (b)
|
|
138
|
|
|
96
|
|
|
42
|
|
|
42
|
|
|
15
|
|
|
27
|
|
||||||
|
Total identifiable intangible assets subject to amortization
|
|
$
|
2,739
|
|
|
$
|
1,443
|
|
|
1,296
|
|
|
$
|
2,378
|
|
|
$
|
1,134
|
|
|
1,244
|
|
||
|
Retail trade names (not subject to amortization)
|
|
|
|
|
|
1,297
|
|
|
|
|
|
|
1,245
|
|
||||||||||
|
Mineral interests (not currently subject to amortization)
|
|
|
|
|
|
2
|
|
|
|
|
|
|
4
|
|
||||||||||
|
Total identifiable intangible assets
|
|
|
|
|
|
$
|
2,595
|
|
|
|
|
|
|
$
|
2,493
|
|
||||||||
|
(a)
|
At September 30, 2019, amounts related to contractual service agreements that have become liabilities due to amortization of the economic impacts of the intangibles have been removed from both the gross carrying amount and accumulated amortization.
|
|
(b)
|
Includes mining development costs and environmental allowances and credits.
|
|
Identifiable Intangible Liability
|
September 30,
2019 |
|
December 31, 2018
|
||||
|
Contractual service agreements
|
$
|
107
|
|
|
$
|
136
|
|
|
Purchase and sale contracts
|
179
|
|
|
195
|
|
||
|
Environmental allowances
|
95
|
|
|
70
|
|
||
|
Total identifiable intangible liabilities
|
$
|
381
|
|
|
$
|
401
|
|
|
(a)
|
Amounts recorded in depreciation and amortization totaled $99 million and $84 million for the three months ended September 30, 2019 and 2018, respectively, and $240 million and $266 million for the nine months ended September 30, 2019 and 2018, respectively. Excludes contractual services agreements.
|
|
Year
|
|
Estimated Amortization Expense
|
||
|
2019
|
|
$
|
308
|
|
|
2020
|
|
$
|
211
|
|
|
2021
|
|
$
|
164
|
|
|
2022
|
|
$
|
101
|
|
|
2023
|
|
$
|
76
|
|
|
7.
|
INCOME TAXES
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Income before income taxes
|
$
|
159
|
|
|
$
|
525
|
|
|
$
|
962
|
|
|
$
|
161
|
|
|
Income tax expense
|
$
|
(45
|
)
|
|
$
|
(194
|
)
|
|
$
|
(270
|
)
|
|
$
|
(31
|
)
|
|
Effective tax rate
|
28.3
|
%
|
|
37.0
|
%
|
|
28.1
|
%
|
|
19.3
|
%
|
||||
|
8.
|
TAX RECEIVABLE AGREEMENT OBLIGATION
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
TRA obligation at the beginning of the period
|
$
|
420
|
|
|
$
|
357
|
|
|
Accretion expense
|
45
|
|
|
51
|
|
||
|
Changes in tax assumptions impacting timing of payments
|
(19
|
)
|
|
14
|
|
||
|
Impacts of Tax Receivable Agreement
|
26
|
|
|
65
|
|
||
|
TRA obligation at the end of the period
|
446
|
|
|
422
|
|
||
|
Less amounts due currently
|
(3
|
)
|
|
(20
|
)
|
||
|
Noncurrent TRA obligation at the end of the period
|
$
|
443
|
|
|
$
|
402
|
|
|
9.
|
EARNINGS PER SHARE
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net income attributable to common stock — basic
|
$
|
113
|
|
|
$
|
330
|
|
|
$
|
694
|
|
|
$
|
132
|
|
|
Weighted average shares of common stock outstanding — basic
|
490,562,179
|
|
|
533,142,189
|
|
|
486,215,356
|
|
|
500,781,573
|
|
||||
|
Net income per weighted average share of common stock outstanding — basic
|
$
|
0.23
|
|
|
$
|
0.62
|
|
|
$
|
1.43
|
|
|
$
|
0.26
|
|
|
Dilutive securities: Stock-based incentive compensation plan
|
3,108,116
|
|
|
7,830,613
|
|
|
4,011,387
|
|
|
7,347,415
|
|
||||
|
Weighted average shares of common stock outstanding — diluted
|
493,670,295
|
|
|
540,972,802
|
|
|
490,226,743
|
|
|
508,128,988
|
|
||||
|
Net income per weighted average share of common stock outstanding — diluted
|
$
|
0.23
|
|
|
$
|
0.61
|
|
|
$
|
1.42
|
|
|
$
|
0.26
|
|
|
10.
|
ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM
|
|
11.
|
LONG-TERM DEBT
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
Vistra Operations Credit Facilities
|
$
|
3,798
|
|
|
$
|
5,813
|
|
|
Vistra Operations Senior Secured Notes:
|
|
|
|
||||
|
3.550% Senior Secured Notes, due July 15, 2024
|
1,200
|
|
|
—
|
|
||
|
4.300% Senior Secured Notes, due July 15, 2029
|
800
|
|
|
—
|
|
||
|
Total Vistra Operations Senior Secured Notes
|
2,000
|
|
|
—
|
|
||
|
Vistra Operations Senior Unsecured Notes:
|
|
|
|
||||
|
5.500% Senior Notes, due September 1, 2026
|
1,000
|
|
|
1,000
|
|
||
|
5.625% Senior Notes, due February 15, 2027
|
1,300
|
|
|
—
|
|
||
|
5.000% Senior Notes, due July 31, 2027
|
1,300
|
|
|
—
|
|
||
|
Total Vistra Operations Senior Unsecured Notes
|
3,600
|
|
|
1,000
|
|
||
|
Vistra Energy Senior Unsecured Notes:
|
|
|
|
||||
|
7.375% Senior Notes, due November 1, 2022
|
—
|
|
|
1,707
|
|
||
|
5.875% Senior Notes, due June 1, 2023
|
500
|
|
|
500
|
|
||
|
7.625% Senior Notes, due November 1, 2024 (a)
|
387
|
|
|
1,147
|
|
||
|
8.034% Senior Notes, due February 2, 2024
|
—
|
|
|
25
|
|
||
|
8.000% Senior Notes, due January 15, 2025
|
81
|
|
|
81
|
|
||
|
8.125% Senior Notes, due January 30, 2026
|
166
|
|
|
166
|
|
||
|
Total Vistra Energy Senior Unsecured Notes
|
1,134
|
|
|
3,626
|
|
||
|
Other:
|
|
|
|
||||
|
7.000% Amortizing Notes, due July 1, 2019
|
—
|
|
|
24
|
|
||
|
Forward Capacity Agreements
|
191
|
|
|
236
|
|
||
|
Equipment Financing Agreements
|
114
|
|
|
120
|
|
||
|
Mandatorily redeemable subsidiary preferred stock (b)
|
70
|
|
|
70
|
|
||
|
8.82% Building Financing due semiannually through February 11, 2022 (c)
|
15
|
|
|
21
|
|
||
|
9.5% Promissory Notes, due July 2025
|
44
|
|
|
—
|
|
||
|
2% Term Loan due February 2027
|
8
|
|
|
—
|
|
||
|
Total other long-term debt
|
442
|
|
|
471
|
|
||
|
Unamortized debt premiums, discounts and issuance costs (d)
|
(26
|
)
|
|
155
|
|
||
|
Total long-term debt including amounts due currently
|
10,948
|
|
|
11,065
|
|
||
|
Less amounts due currently
|
(220
|
)
|
|
(191
|
)
|
||
|
Total long-term debt less amounts due currently
|
$
|
10,728
|
|
|
$
|
10,874
|
|
|
(a)
|
On November 1, 2019, Vistra Energy redeemed all outstanding 7.625% Senior Notes due 2024 at a redemption price equal to 103.8% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but excluding the date of redemption.
|
|
(b)
|
Shares of mandatorily redeemable preferred stock in PrefCo. This subsidiary preferred stock is accounted for as a debt instrument under relevant accounting guidance. On October 3, 2019, PrefCo redeemed all of the issued and outstanding preferred stock at a price per share equal to the preferred liquidation amount, plus accrued and unpaid dividends to and including the date of redemption.
|
|
(c)
|
Obligation related to a corporate office space finance lease. This obligation will be funded by amounts held in an escrow account that is reflected in other noncurrent assets in our condensed consolidated balance sheets.
|
|
(d)
|
Includes impact of recording debt assumed in the Merger at fair value.
|
|
|
|
|
|
September 30, 2019
|
||||||||||
|
Vistra Operations Credit Facilities
|
|
Maturity Date
|
|
Facility
Limit
|
|
Cash
Borrowings
|
|
Available
Capacity
|
||||||
|
Revolving Credit Facility (a)
|
|
June 14, 2023
|
|
$
|
2,725
|
|
|
$
|
—
|
|
|
$
|
1,844
|
|
|
Term Loan B-1 Facility
|
|
August 4, 2023
|
|
1,897
|
|
|
1,897
|
|
|
—
|
|
|||
|
Term Loan B-3 Facility
|
|
December 31, 2025
|
|
1,901
|
|
|
1,901
|
|
|
—
|
|
|||
|
Total Vistra Operations Credit Facilities
|
|
|
|
$
|
6,523
|
|
|
$
|
3,798
|
|
|
$
|
1,844
|
|
|
(a)
|
Facility to be used for general corporate purposes. Facility includes a $2.35 billion letter of credit sub-facility, of which $881 million of letters of credit were outstanding at September 30, 2019 and which reduce our available capacity.
|
|
•
|
$44 million of 9.50% promissory notes due July 2025 (2025 promissory notes);
|
|
•
|
$8 million of 2.00% Connecticut Department of Economic and Community Development (CT DECD) term loans due February 2027, and
|
|
•
|
$88 million of borrowings and $9 million of issued letters of credit under the legacy Crius credit facility.
|
|
•
|
$26 million of 7.625% senior notes;
|
|
•
|
$163 million of 8.034% senior notes;
|
|
•
|
$669 million of 8.000% senior unsecured notes due 2025 (8.000% senior notes), and
|
|
•
|
$684 million of 8.125% senior unsecured notes due 2026 (8.125% senior notes).
|
|
|
September 30, 2019
|
||
|
Remainder of 2019
|
$
|
122
|
|
|
2020
|
144
|
|
|
|
2021
|
70
|
|
|
|
2022
|
16
|
|
|
|
2023
|
2,408
|
|
|
|
Thereafter
|
8,214
|
|
|
|
Unamortized premiums, discounts and debt issuance costs
|
(26
|
)
|
|
|
Total long-term debt, including amounts due currently
|
$
|
10,948
|
|
|
12.
|
LEASES
|
|
|
Three Months
Ended September 30, 2019 |
|
Nine Months
Ended September 30, 2019 |
||||
|
Operating lease cost
|
$
|
3
|
|
|
$
|
10
|
|
|
Finance lease:
|
|
|
|
||||
|
Finance lease right-of-use asset amortization
|
1
|
|
|
3
|
|
||
|
Interest on lease liabilities
|
1
|
|
|
2
|
|
||
|
Total finance lease cost
|
2
|
|
|
5
|
|
||
|
Variable lease cost (a)
|
5
|
|
|
17
|
|
||
|
Short-term lease cost
|
4
|
|
|
17
|
|
||
|
Sublease income (b)
|
(2
|
)
|
|
(6
|
)
|
||
|
Net lease cost
|
$
|
12
|
|
|
$
|
43
|
|
|
(a)
|
Represents coal stockpile management services, common area maintenance services and rail car payments based on the number of rail cars used.
|
|
(b)
|
Represents sublease income related to real estate leases.
|
|
|
September 30, 2019
|
||
|
Lease assets
|
|
||
|
Operating lease right-of-use assets
|
$
|
50
|
|
|
Finance lease right-of-use assets (net of accumulated depreciation)
|
70
|
|
|
|
Total lease right-of-use assets
|
120
|
|
|
|
Current lease liabilities
|
|
||
|
Operating lease liabilities
|
12
|
|
|
|
Finance lease liabilities
|
7
|
|
|
|
Total current lease liabilities
|
19
|
|
|
|
Noncurrent lease liabilities
|
|
||
|
Operating lease liabilities
|
53
|
|
|
|
Finance lease liabilities
|
88
|
|
|
|
Total noncurrent lease liabilities
|
141
|
|
|
|
Total lease liabilities
|
$
|
160
|
|
|
|
Nine Months
Ended September 30, 2019 |
||
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
||
|
Operating cash flows from operating leases
|
$
|
10
|
|
|
Operating cash flow from finance leases
|
3
|
|
|
|
Finance cash flow from finance leases
|
2
|
|
|
|
Non-cash disclosure upon commencement of new lease
|
|
||
|
Right-of-use assets obtained in exchange for new operating lease liabilities
|
91
|
|
|
|
Right-of-use assets obtained in exchange for new finance lease liabilities
|
24
|
|
|
|
Non-cash disclosure upon modification of existing lease
|
|
||
|
Modification of operating lease right-of-use assets
|
(36
|
)
|
|
|
Modification of finance lease right-of-use assets
|
51
|
|
|
|
|
September 30, 2019
|
|
Weighted average remaining lease term
|
|
|
Operating lease
|
14 years
|
|
Finance lease
|
16 years
|
|
Weighted average discount rate
|
|
|
Operating lease
|
5.67%
|
|
Finance lease
|
5.83%
|
|
|
Operating lease
|
|
Finance lease
|
|
Total lease
|
||||||
|
Remainder of 2019
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
6
|
|
|
2020
|
14
|
|
|
13
|
|
|
27
|
|
|||
|
2021
|
9
|
|
|
12
|
|
|
21
|
|
|||
|
2022
|
8
|
|
|
12
|
|
|
20
|
|
|||
|
2023
|
7
|
|
|
12
|
|
|
19
|
|
|||
|
Thereafter
|
52
|
|
|
85
|
|
|
137
|
|
|||
|
Total lease payments
|
93
|
|
|
137
|
|
|
230
|
|
|||
|
Less: Interest
|
(28
|
)
|
|
(42
|
)
|
|
(70
|
)
|
|||
|
Present value of lease liabilities
|
$
|
65
|
|
|
$
|
95
|
|
|
$
|
160
|
|
|
13.
|
COMMITMENTS AND CONTINGENCIES
|
|
•
|
$1.224 billion to support commodity risk management collateral requirements in the normal course of business, including over-the-counter and exchange-traded transactions and collateral postings with ISOs or RTOs;
|
|
•
|
$47 million to support executory contracts and insurance agreements;
|
|
•
|
$38 million to support our REP financial requirements with the PUCT, and
|
|
•
|
$61 million for other credit support requirements.
|
|
14.
|
EQUITY
|
|
|
Common
Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||||
|
Balance at June 30, 2019
|
$
|
5
|
|
|
$
|
(1,226
|
)
|
|
$
|
10,135
|
|
|
$
|
(989
|
)
|
|
$
|
(21
|
)
|
|
$
|
7,904
|
|
|
$
|
—
|
|
|
$
|
7,904
|
|
|
Stock repurchase
|
—
|
|
|
(171
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(171
|
)
|
|
—
|
|
|
(171
|
)
|
||||||||
|
Shares issued for tangible equity unit contracts
|
—
|
|
|
446
|
|
|
(446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
|
(61
|
)
|
||||||||
|
Effects of stock-based incentive compensation plans
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
|
1
|
|
|
114
|
|
||||||||
|
Change in accumulated other comprehensive income (loss) (a)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|
(13
|
)
|
|
—
|
|
|
(13
|
)
|
||||||||
|
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
(1
|
)
|
|
2
|
|
||||||||
|
Balance at
September 30, 2019
|
$
|
5
|
|
|
$
|
(951
|
)
|
|
$
|
9,708
|
|
|
$
|
(936
|
)
|
|
$
|
(34
|
)
|
|
$
|
7,792
|
|
|
$
|
—
|
|
|
$
|
7,792
|
|
|
(a)
|
Reflects remeasurement of our pension and OPEB plans resulting from the MISO segment plant closures (see Note 4).
|
|
|
Common
Stock (a)
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||||
|
Balance at
December 31, 2018
|
$
|
5
|
|
|
$
|
(778
|
)
|
|
$
|
10,107
|
|
|
$
|
(1,449
|
)
|
|
$
|
(22
|
)
|
|
$
|
7,863
|
|
|
$
|
4
|
|
|
$
|
7,867
|
|
|
Stock repurchase
|
—
|
|
|
(619
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(619
|
)
|
|
—
|
|
|
(619
|
)
|
||||||||
|
Shares issued for tangible equity unit contracts
|
—
|
|
|
446
|
|
|
(446
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
|
Dividends declared on common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(181
|
)
|
|
—
|
|
|
(181
|
)
|
|
—
|
|
|
(181
|
)
|
||||||||
|
Effects of stock-based incentive compensation plans
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
45
|
|
||||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
694
|
|
|
—
|
|
|
694
|
|
|
(2
|
)
|
|
692
|
|
||||||||
|
Adoption of accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
|
Change in accumulated other comprehensive income (loss) (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
||||||||
|
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
4
|
|
|
(2
|
)
|
|
2
|
|
||||||||
|
Balance at
September 30, 2019
|
$
|
5
|
|
|
$
|
(951
|
)
|
|
$
|
9,708
|
|
|
$
|
(936
|
)
|
|
$
|
(34
|
)
|
|
$
|
7,792
|
|
|
$
|
—
|
|
|
$
|
7,792
|
|
|
(a)
|
Authorized shares totaled 1,800,000,000 at September 30, 2019. Outstanding shares totaled 487,783,432 and 493,215,309 at September 30, 2019 and December 31, 2018, respectively.
|
|
(b)
|
Reflects remeasurement of our pension and OPEB plans resulting from the MISO segment plant closures (see Note 4).
|
|
|
Common
Stock
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||||
|
Balance at June 30, 2018
|
$
|
5
|
|
|
$
|
(75
|
)
|
|
$
|
10,090
|
|
|
$
|
(1,591
|
)
|
|
$
|
(16
|
)
|
|
$
|
8,413
|
|
|
$
|
7
|
|
|
$
|
8,420
|
|
|
Stock repurchase
|
—
|
|
|
(349
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(349
|
)
|
|
—
|
|
|
(349
|
)
|
||||||||
|
Effects of stock-based incentive compensation plans
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
||||||||
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|
—
|
|
|
330
|
|
|
—
|
|
|
330
|
|
||||||||
|
Change in accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
|
Investment by noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||||
|
Other
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
|
Balance at
September 30, 2018
|
$
|
5
|
|
|
$
|
(424
|
)
|
|
$
|
10,094
|
|
|
$
|
(1,261
|
)
|
|
$
|
(15
|
)
|
|
$
|
8,399
|
|
|
$
|
6
|
|
|
$
|
8,405
|
|
|
|
Common
Stock (a)
|
|
Treasury Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings (Deficit)
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Total Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
||||||||||||||||
|
Balance at
December 31, 2017
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
7,765
|
|
|
$
|
(1,410
|
)
|
|
$
|
(17
|
)
|
|
$
|
6,342
|
|
|
$
|
—
|
|
|
$
|
6,342
|
|
|
Stock and stock compensation awards issued in connection with the Merger
|
1
|
|
|
—
|
|
|
1,891
|
|
|
—
|
|
|
—
|
|
|
1,892
|
|
|
—
|
|
|
1,892
|
|
||||||||
|
Stock repurchase
|
—
|
|
|
(424
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(424
|
)
|
|
—
|
|
|
(424
|
)
|
||||||||
|
Effects of stock-based incentive compensation plans
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
—
|
|
|
69
|
|
|
—
|
|
|
69
|
|
||||||||
|
Tangible equity units acquired
|
—
|
|
|
—
|
|
|
369
|
|
|
—
|
|
|
—
|
|
|
369
|
|
|
—
|
|
|
369
|
|
||||||||
|
Warrants acquired
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
132
|
|
|
—
|
|
|
132
|
|
||||||||
|
Adoption of accounting standard
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
|
—
|
|
|
17
|
|
||||||||
|
Change in accumulated other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
|
Investment by noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
||||||||
|
Other
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||||
|
Balance at
September 30, 2018
|
$
|
5
|
|
|
$
|
(424
|
)
|
|
$
|
10,094
|
|
|
$
|
(1,261
|
)
|
|
$
|
(15
|
)
|
|
$
|
8,399
|
|
|
$
|
6
|
|
|
$
|
8,405
|
|
|
(a)
|
Authorized shares totaled 1,800,000,000 at September 30, 2018. Outstanding shares totaled 507,391,134 and 428,398,802 at September 30, 2018 and December 31, 2017, respectively.
|
|
15.
|
FAIR VALUE MEASUREMENTS
|
|
•
|
Level 1 valuations use quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. Our Level 1 assets and liabilities include CME or ICE (electronic commodity derivative exchanges) futures and options transacted through clearing brokers for which prices are actively quoted. We report the fair value of CME and ICE transactions without taking into consideration margin deposits, with the exception of certain margin amounts related to changes in fair value on certain CME transactions that, beginning in January 2017, are legally characterized as settlement of derivative contracts rather than collateral.
|
|
•
|
Level 2 valuations utilize over-the-counter broker quotes, quoted prices for similar assets or liabilities that are corroborated by correlations or other mathematical means, and other valuation inputs such as interest rates and yield curves observable at commonly quoted intervals. We attempt to obtain multiple quotes from brokers that are active in the markets in which we participate and require at least one quote from two brokers to determine a pricing input as observable. The number of broker quotes received for certain pricing inputs varies depending on the depth of the trading market, each individual broker's publication policy, recent trading volume trends and various other factors.
|
|
•
|
Level 3 valuations use unobservable inputs for the asset or liability. Unobservable inputs are used to the extent observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. We use the most meaningful information available from the market combined with internally developed valuation methodologies to develop our best estimate of fair value. Significant unobservable inputs used to develop the valuation models include volatility curves, correlation curves, illiquid pricing delivery periods and locations and credit-related nonperformance risk assumptions. These inputs and valuation models are developed and maintained by employees trained and experienced in market operations and fair value measurements and validated by the Company's risk management group.
|
|
September 30, 2019
|
|||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3 (a)
|
|
Reclassification (b)
|
|
Total
|
||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commodity contracts
|
$
|
729
|
|
|
$
|
165
|
|
|
$
|
176
|
|
|
$
|
110
|
|
|
$
|
1,180
|
|
|
Nuclear decommissioning trust –
equity securities (c) |
516
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|||||
|
Nuclear decommissioning trust –
debt securities (c) |
—
|
|
|
518
|
|
|
—
|
|
|
—
|
|
|
518
|
|
|||||
|
Sub-total
|
$
|
1,245
|
|
|
$
|
683
|
|
|
$
|
176
|
|
|
$
|
110
|
|
|
2,214
|
|
|
|
Assets measured at net asset value (d):
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nuclear decommissioning trust –
equity securities (c) |
|
|
|
|
|
|
|
|
336
|
|
|||||||||
|
Total assets
|
|
|
|
|
|
|
|
|
$
|
2,550
|
|
||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commodity contracts
|
$
|
776
|
|
|
$
|
444
|
|
|
$
|
228
|
|
|
$
|
110
|
|
|
$
|
1,558
|
|
|
Interest rate swaps
|
—
|
|
|
232
|
|
|
—
|
|
|
—
|
|
|
232
|
|
|||||
|
Total liabilities
|
$
|
776
|
|
|
$
|
676
|
|
|
$
|
228
|
|
|
$
|
110
|
|
|
$
|
1,790
|
|
|
December 31, 2018
|
|||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3 (a)
|
|
Reclassification (b)
|
|
Total
|
||||||||||
|
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commodity contracts
|
$
|
456
|
|
|
$
|
152
|
|
|
$
|
153
|
|
|
$
|
1
|
|
|
$
|
762
|
|
|
Interest rate swaps
|
—
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|||||
|
Nuclear decommissioning trust –
equity securities (c) |
449
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
449
|
|
|||||
|
Nuclear decommissioning trust –
debt securities (c) |
—
|
|
|
443
|
|
|
—
|
|
|
—
|
|
|
443
|
|
|||||
|
Sub-total
|
$
|
905
|
|
|
$
|
672
|
|
|
$
|
153
|
|
|
$
|
1
|
|
|
1,731
|
|
|
|
Assets measured at net asset value (d):
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Nuclear decommissioning trust –
equity securities (c) |
|
|
|
|
|
|
|
|
278
|
|
|||||||||
|
Total assets
|
|
|
|
|
|
|
|
|
$
|
2,009
|
|
||||||||
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Commodity contracts
|
$
|
557
|
|
|
$
|
766
|
|
|
$
|
288
|
|
|
$
|
1
|
|
|
$
|
1,612
|
|
|
Interest rate swaps
|
—
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|
34
|
|
|||||
|
Total liabilities
|
$
|
557
|
|
|
$
|
800
|
|
|
$
|
288
|
|
|
$
|
1
|
|
|
$
|
1,646
|
|
|
(a)
|
See table below for description of Level 3 assets and liabilities.
|
|
(b)
|
Fair values are determined on a contract basis, but certain contracts result in a current asset and a noncurrent liability, or vice versa, as presented in our condensed consolidated balance sheets.
|
|
(c)
|
The nuclear decommissioning trust investment is included in the investments line in our condensed consolidated balance sheets. See Note 19.
|
|
(d)
|
The fair value amounts presented in this line are intended to permit reconciliation of the fair value hierarchy to the amounts presented in our condensed consolidated balance sheets. Certain investments measured at fair value using the net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.
|
|
September 30, 2019
|
|
|
||||||||||||||||||||
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
||||||||||||
|
Contract Type (a)
|
|
Assets
|
|
Liabilities
|
|
Total
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Range (b)
|
||||||||||
|
Electricity purchases and sales
|
|
$
|
55
|
|
|
$
|
(52
|
)
|
|
$
|
3
|
|
|
Valuation Model
|
|
Hourly price curve shape (c)
|
|
$
|
—
|
|
to
|
$110
|
|
|
|
|
|
|
|
|
|
|
MWh
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Illiquid delivery periods for hub power prices and heat rates (d)
|
|
$
|
20
|
|
to
|
$120
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
MWh
|
|||||||||||
|
Electricity and weather options
|
|
2
|
|
|
(128
|
)
|
|
(126
|
)
|
|
Option Pricing Model
|
|
Gas to power correlation (e)
|
|
10
|
%
|
to
|
100%
|
||||
|
|
|
|
|
|
|
|
|
Power volatility (e)
|
|
5
|
%
|
to
|
440%
|
|||||||||
|
Financial transmission rights
|
|
102
|
|
|
(17
|
)
|
|
85
|
|
|
Market Approach (f)
|
|
Illiquid price differences between settlement points (g)
|
|
$
|
(5
|
)
|
to
|
$10
|
|||
|
|
|
|
|
|
|
|
|
|
MWh
|
|||||||||||||
|
Other (h)
|
|
17
|
|
|
(31
|
)
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
|||||
|
Total
|
|
$
|
176
|
|
|
$
|
(228
|
)
|
|
$
|
(52
|
)
|
|
|
|
|
|
|
|
|
||
|
December 31, 2018
|
|
|
||||||||||||||||||||
|
|
|
Fair Value
|
|
|
|
|
|
|
|
|
||||||||||||
|
Contract Type (a)
|
|
Assets
|
|
Liabilities
|
|
Total
|
|
Valuation Technique
|
|
Significant Unobservable Input
|
|
Range (b)
|
||||||||||
|
Electricity purchases and sales
|
|
$
|
22
|
|
|
$
|
(48
|
)
|
|
$
|
(26
|
)
|
|
Valuation Model
|
|
Hourly price curve shape (c)
|
|
$
|
—
|
|
to
|
$110
|
|
|
|
|
|
|
|
|
|
|
MWh
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
Illiquid delivery periods for ERCOT hub power prices and heat rates (d)
|
|
$
|
20
|
|
to
|
$120
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
MWh
|
|||||||||||
|
Electricity and weather options
|
|
31
|
|
|
(192
|
)
|
|
(161
|
)
|
|
Option Pricing Model
|
|
Gas to power correlation (e)
|
|
15
|
%
|
to
|
95%
|
||||
|
|
|
|
|
|
|
|
|
Power volatility (e)
|
|
5
|
%
|
to
|
435%
|
|||||||||
|
Financial transmission rights
|
|
85
|
|
|
(20
|
)
|
|
65
|
|
|
Market Approach (f)
|
|
Illiquid price differences between settlement points (g)
|
|
$
|
(10
|
)
|
to
|
$50
|
|||
|
|
|
|
|
|
|
|
|
|
MWh
|
|||||||||||||
|
Other (h)
|
|
15
|
|
|
(28
|
)
|
|
(13
|
)
|
|
|
|
|
|
|
|
|
|||||
|
Total
|
|
$
|
153
|
|
|
$
|
(288
|
)
|
|
$
|
(135
|
)
|
|
|
|
|
|
|
|
|
||
|
(a)
|
Electricity purchase and sales contracts include power and heat rate positions in ERCOT, PJM, NYISO, ISO-NE and MISO regions. The forward purchase contracts (swaps and options) used to hedge electricity price differences between settlement points within are referred to as congestion revenue rights in ERCOT and financial transmission rights in PJM, NYISO, ISO-NE and MISO regions. Electricity options consist of physical electricity options and spread options.
|
|
(b)
|
The range of the inputs may be influenced by factors such as time of day, delivery period, season and location.
|
|
(c)
|
Primarily based on the historical range of forward average hourly ERCOT North Hub prices.
|
|
(d)
|
Primarily based on historical forward ERCOT and PJM power prices and ERCOT heat rate variability.
|
|
(e)
|
Based on historical forward correlation and volatility within ERCOT.
|
|
(f)
|
While we use the market approach, there is insufficient market data to consider the valuation liquid.
|
|
(g)
|
Primarily based on the auction price that reflects the difference in power prices at two locations.
|
|
(h)
|
Other includes contracts for natural gas, coal options and emissions.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Net asset (liability) balance at beginning of period
|
$
|
4
|
|
|
$
|
(222
|
)
|
|
$
|
(135
|
)
|
|
$
|
(53
|
)
|
|
Total unrealized valuation gains (losses)
|
(112
|
)
|
|
(102
|
)
|
|
13
|
|
|
(333
|
)
|
||||
|
Purchases, issuances and settlements (a):
|
|
|
|
|
|
|
|
||||||||
|
Purchases
|
28
|
|
|
41
|
|
|
107
|
|
|
99
|
|
||||
|
Issuances
|
(4
|
)
|
|
(14
|
)
|
|
(21
|
)
|
|
(22
|
)
|
||||
|
Settlements
|
8
|
|
|
58
|
|
|
(34
|
)
|
|
104
|
|
||||
|
Transfers into Level 3 (b)
|
1
|
|
|
1
|
|
|
7
|
|
|
3
|
|
||||
|
Transfers out of Level 3 (b)
|
23
|
|
|
(6
|
)
|
|
11
|
|
|
(5
|
)
|
||||
|
Net liabilities assumed in connection with the Merger
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
||||
|
Net change (c)
|
(56
|
)
|
|
(22
|
)
|
|
83
|
|
|
(191
|
)
|
||||
|
Net liability balance at end of period
|
$
|
(52
|
)
|
|
$
|
(244
|
)
|
|
$
|
(52
|
)
|
|
$
|
(244
|
)
|
|
Unrealized valuation losses relating to instruments held at end of period
|
$
|
(79
|
)
|
|
$
|
(120
|
)
|
|
$
|
(56
|
)
|
|
$
|
(273
|
)
|
|
(a)
|
Settlements reflect reversals of unrealized mark-to-market valuations previously recognized in net income. Purchases and issuances reflect option premiums paid or received.
|
|
(b)
|
Includes transfers due to changes in the observability of significant inputs. All Level 3 transfers during the periods presented are in and out of Level 2. For the nine months ended September 30, 2019, transfers out of Level 3 primarily consist of power and coal derivatives where forward pricing inputs have become observable.
|
|
(c)
|
Activity excludes change in fair value in the month positions settle. Substantially all changes in values of commodity contracts (excluding the net liabilities assumed in connection with the Merger) are reported as operating revenues in our condensed statements of consolidated income.
|
|
16.
|
COMMODITY AND OTHER DERIVATIVE CONTRACTUAL ASSETS AND LIABILITIES
|
|
|
September 30, 2019
|
||||||||||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
|
||||||||||||||
|
|
Commodity Contracts
|
|
Interest Rate Swaps
|
|
Commodity Contracts
|
|
Interest Rate Swaps
|
|
Total
|
||||||||||
|
Current assets
|
$
|
988
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
—
|
|
|
$
|
999
|
|
|
Noncurrent assets
|
102
|
|
|
—
|
|
|
79
|
|
|
—
|
|
|
181
|
|
|||||
|
Current liabilities
|
—
|
|
|
—
|
|
|
(1,350
|
)
|
|
(14
|
)
|
|
(1,364
|
)
|
|||||
|
Noncurrent liabilities
|
(20
|
)
|
|
—
|
|
|
(188
|
)
|
|
(218
|
)
|
|
(426
|
)
|
|||||
|
Net assets (liabilities)
|
$
|
1,070
|
|
|
$
|
—
|
|
|
$
|
(1,448
|
)
|
|
$
|
(232
|
)
|
|
$
|
(610
|
)
|
|
|
December 31, 2018
|
||||||||||||||||||
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
|
||||||||||||||
|
|
Commodity Contracts
|
|
Interest Rate Swaps
|
|
Commodity Contracts
|
|
Interest Rate Swaps
|
|
Total
|
||||||||||
|
Current assets
|
$
|
707
|
|
|
$
|
22
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
730
|
|
|
Noncurrent assets
|
54
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|||||
|
Current liabilities
|
—
|
|
|
—
|
|
|
(1,374
|
)
|
|
(2
|
)
|
|
(1,376
|
)
|
|||||
|
Noncurrent liabilities
|
—
|
|
|
—
|
|
|
(238
|
)
|
|
(32
|
)
|
|
(270
|
)
|
|||||
|
Net assets (liabilities)
|
$
|
761
|
|
|
$
|
77
|
|
|
$
|
(1,611
|
)
|
|
$
|
(34
|
)
|
|
$
|
(807
|
)
|
|
Derivative (condensed statements of consolidated income presentation)
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
|
Commodity contracts (Operating revenues)
|
$
|
(482
|
)
|
|
$
|
(278
|
)
|
|
$
|
295
|
|
|
$
|
(655
|
)
|
|
Commodity contracts (Fuel, purchased power costs and delivery fees)
|
6
|
|
|
21
|
|
|
9
|
|
|
32
|
|
||||
|
Interest rate swaps (Interest expense and related charges)
|
(74
|
)
|
|
38
|
|
|
(257
|
)
|
|
115
|
|
||||
|
Net gain (loss)
|
$
|
(550
|
)
|
|
$
|
(219
|
)
|
|
$
|
47
|
|
|
$
|
(508
|
)
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||||||||||
|
|
|
Derivative Assets
and Liabilities
|
|
Offsetting Instruments (a)
|
|
Cash Collateral (Received) Pledged (b)
|
|
Net Amounts
|
|
Derivative Assets
and Liabilities
|
|
Offsetting Instruments (a)
|
|
Cash Collateral (Received) Pledged (b)
|
|
Net Amounts
|
||||||||||||||||
|
Derivative assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Commodity contracts
|
|
$
|
1,070
|
|
|
$
|
(877
|
)
|
|
$
|
—
|
|
|
$
|
193
|
|
|
$
|
761
|
|
|
$
|
(593
|
)
|
|
$
|
(1
|
)
|
|
$
|
167
|
|
|
Interest rate swaps
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|
(26
|
)
|
|
—
|
|
|
51
|
|
||||||||
|
Total derivative assets
|
|
1,070
|
|
|
(877
|
)
|
|
—
|
|
|
193
|
|
|
838
|
|
|
(619
|
)
|
|
(1
|
)
|
|
218
|
|
||||||||
|
Derivative liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Commodity contracts
|
|
(1,448
|
)
|
|
877
|
|
|
62
|
|
|
(509
|
)
|
|
(1,611
|
)
|
|
593
|
|
|
109
|
|
|
(909
|
)
|
||||||||
|
Interest rate swaps
|
|
(232
|
)
|
|
—
|
|
|
—
|
|
|
(232
|
)
|
|
(34
|
)
|
|
26
|
|
|
—
|
|
|
(8
|
)
|
||||||||
|
Total derivative liabilities
|
|
(1,680
|
)
|
|
877
|
|
|
62
|
|
|
(741
|
)
|
|
(1,645
|
)
|
|
619
|
|
|
109
|
|
|
(917
|
)
|
||||||||
|
Net amounts
|
|
$
|
(610
|
)
|
|
$
|
—
|
|
|
$
|
62
|
|
|
$
|
(548
|
)
|
|
$
|
(807
|
)
|
|
$
|
—
|
|
|
$
|
108
|
|
|
$
|
(699
|
)
|
|
(a)
|
Amounts presented exclude trade accounts receivable and payable related to settled financial instruments.
|
|
(b)
|
Represents cash amounts received or pledged pursuant to a master netting arrangement, including fair value-based margin requirements.
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
|
||||
|
Derivative type
|
|
Notional Volume
|
|
Unit of Measure
|
||||||
|
Natural gas (a)
|
|
6,328
|
|
|
7,011
|
|
|
Million MMBtu
|
||
|
Electricity
|
|
403,218
|
|
|
317,572
|
|
|
GWh
|
||
|
Financial Transmission Rights (b)
|
|
207,831
|
|
|
172,611
|
|
|
GWh
|
||
|
Coal
|
|
23
|
|
|
45
|
|
|
Million U.S. tons
|
||
|
Fuel oil
|
|
48
|
|
|
60
|
|
|
Million gallons
|
||
|
Uranium
|
|
29
|
|
|
50
|
|
|
Thousand pounds
|
||
|
Emissions
|
|
39
|
|
|
10
|
|
|
Million tons
|
||
|
Renewable energy certificates
|
|
7
|
|
|
—
|
|
|
Million certificates
|
||
|
Interest rate swaps – floating/fixed (c)
|
|
$
|
6,720
|
|
|
$
|
7,717
|
|
|
Million U.S. dollars
|
|
(a)
|
Represents gross notional forward sales, purchases and options transactions, locational basis swaps and other natural gas transactions.
|
|
(b)
|
Represents gross forward purchases associated with instruments used to hedge electricity price differences between settlement points within ISOs or RTOs.
|
|
(c)
|
Includes notional amounts of interest rate swaps with maturity dates through July 2026. See Note 11 for termination of interest rate swaps.
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
Fair value of derivative contract liabilities (a)
|
$
|
(659
|
)
|
|
$
|
(856
|
)
|
|
Offsetting fair value under netting arrangements (b)
|
157
|
|
|
218
|
|
||
|
Cash collateral and letters of credit
|
60
|
|
|
190
|
|
||
|
Liquidity exposure
|
$
|
(442
|
)
|
|
$
|
(448
|
)
|
|
(a)
|
Excludes fair value of contracts that contain contingent features that do not provide specific amounts to be posted if features are triggered, including provisions that generally provide the right to request additional collateral (material adverse change, performance assurance and other clauses).
|
|
(b)
|
Amounts include the offsetting fair value of in-the-money derivative contracts and net accounts receivable under master netting arrangements.
|
|
17.
|
RELATED PARTY TRANSACTIONS
|
|
•
|
if we propose to file certain types of registration statements under the Securities Act with respect to an offering of equity securities, we will be required to use our reasonable best efforts to offer the other parties to the Registration Rights Agreement the opportunity to register all or part of their shares on the terms and conditions set forth in the Registration Rights Agreement; and
|
|
•
|
the selling stockholders received the right, subject to certain conditions and exceptions, to request that we file registration statements or amend or supplement registration statements, with the SEC for an underwritten offering of all or part of their respective shares of Vistra Energy common stock (a Demand Registration), and the Company is required to cause any such registration statement or amendment or supplement (a) to be filed with the SEC promptly and, in any event, on or before the date that is 45 days, in the case of a registration statement on Form S-1, or 30 days, in the case of a registration statement on Form S-3, after we receive the written request from the relevant selling stockholders to effectuate the Demand Registration and (b) to become effective as promptly as reasonably practicable and in any event no later than 120 days after it is initially filed.
|
|
18.
|
SEGMENT INFORMATION
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Operating revenues (a)
|
|
|
|
|
|
|
|
||||||||
|
Retail
|
$
|
2,207
|
|
|
$
|
1,813
|
|
|
$
|
5,014
|
|
|
$
|
4,239
|
|
|
ERCOT
|
731
|
|
|
1,396
|
|
|
3,356
|
|
|
2,190
|
|
||||
|
PJM
|
443
|
|
|
620
|
|
|
1,833
|
|
|
1,104
|
|
||||
|
NY/NE
|
214
|
|
|
301
|
|
|
813
|
|
|
487
|
|
||||
|
MISO
|
197
|
|
|
230
|
|
|
697
|
|
|
488
|
|
||||
|
Asset Closure
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
48
|
|
||||
|
Corporate and Other (b)
|
95
|
|
|
91
|
|
|
259
|
|
|
123
|
|
||||
|
Eliminations
|
(693
|
)
|
|
(1,207
|
)
|
|
(3,023
|
)
|
|
(2,098
|
)
|
||||
|
Consolidated operating revenues
|
$
|
3,194
|
|
|
$
|
3,243
|
|
|
$
|
8,949
|
|
|
$
|
6,581
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
|
||||||||
|
Retail
|
$
|
(86
|
)
|
|
$
|
(80
|
)
|
|
$
|
(204
|
)
|
|
$
|
(237
|
)
|
|
ERCOT
|
(126
|
)
|
|
(122
|
)
|
|
(385
|
)
|
|
(295
|
)
|
||||
|
PJM
|
(135
|
)
|
|
(141
|
)
|
|
(399
|
)
|
|
(266
|
)
|
||||
|
NY/NE
|
(51
|
)
|
|
(55
|
)
|
|
(155
|
)
|
|
(104
|
)
|
||||
|
MISO
|
(5
|
)
|
|
(3
|
)
|
|
(11
|
)
|
|
(6
|
)
|
||||
|
Asset Closure
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
Corporate and Other (b)
|
(21
|
)
|
|
(25
|
)
|
|
(59
|
)
|
|
(60
|
)
|
||||
|
Eliminations
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
Consolidated depreciation and amortization
|
$
|
(424
|
)
|
|
$
|
(426
|
)
|
|
$
|
(1,213
|
)
|
|
$
|
(967
|
)
|
|
Operating income (loss)
|
|
|
|
|
|
|
|
||||||||
|
Retail (c)
|
$
|
581
|
|
|
$
|
(83
|
)
|
|
$
|
19
|
|
|
$
|
371
|
|
|
ERCOT
|
(11
|
)
|
|
643
|
|
|
1,324
|
|
|
234
|
|
||||
|
PJM
|
(61
|
)
|
|
61
|
|
|
287
|
|
|
85
|
|
||||
|
NY/NE
|
20
|
|
|
45
|
|
|
115
|
|
|
36
|
|
||||
|
MISO
|
(85
|
)
|
|
(2
|
)
|
|
(40
|
)
|
|
30
|
|
||||
|
Asset Closure
|
(9
|
)
|
|
(4
|
)
|
|
(39
|
)
|
|
(26
|
)
|
||||
|
Corporate and Other (b)
|
5
|
|
|
(8
|
)
|
|
(7
|
)
|
|
(244
|
)
|
||||
|
Eliminations
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
||||
|
Consolidated operating income
|
$
|
440
|
|
|
$
|
650
|
|
|
$
|
1,659
|
|
|
$
|
485
|
|
|
Net income (loss)
|
|
|
|
|
|
|
|
||||||||
|
Retail (c)
|
$
|
573
|
|
|
$
|
(86
|
)
|
|
$
|
3
|
|
|
$
|
397
|
|
|
ERCOT
|
(10
|
)
|
|
643
|
|
|
1,346
|
|
|
236
|
|
||||
|
PJM
|
(62
|
)
|
|
62
|
|
|
283
|
|
|
86
|
|
||||
|
NY/NE
|
21
|
|
|
47
|
|
|
122
|
|
|
41
|
|
||||
|
MISO
|
(88
|
)
|
|
(3
|
)
|
|
(42
|
)
|
|
29
|
|
||||
|
Asset Closure
|
(8
|
)
|
|
(4
|
)
|
|
(37
|
)
|
|
(24
|
)
|
||||
|
Corporate and Other (b)
|
(312
|
)
|
|
(328
|
)
|
|
(983
|
)
|
|
(635
|
)
|
||||
|
Consolidated net income
|
$
|
114
|
|
|
$
|
331
|
|
|
$
|
692
|
|
|
$
|
130
|
|
|
(a)
|
The following unrealized net gains (losses) from mark-to-market valuations of commodity positions are included in operating revenues:
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Retail
|
$
|
3
|
|
|
$
|
(24
|
)
|
|
$
|
8
|
|
|
$
|
(11
|
)
|
|
ERCOT
|
(681
|
)
|
|
192
|
|
|
606
|
|
|
(207
|
)
|
||||
|
PJM
|
(128
|
)
|
|
(28
|
)
|
|
147
|
|
|
(38
|
)
|
||||
|
NY/NE
|
(12
|
)
|
|
(7
|
)
|
|
20
|
|
|
(32
|
)
|
||||
|
MISO
|
(48
|
)
|
|
(34
|
)
|
|
(2
|
)
|
|
(4
|
)
|
||||
|
Corporate and Other (b)
|
22
|
|
|
3
|
|
|
42
|
|
|
4
|
|
||||
|
Eliminations (1)
|
758
|
|
|
(130
|
)
|
|
(210
|
)
|
|
49
|
|
||||
|
Consolidated unrealized net gains (losses) from mark-to-market valuations of commodity positions included in operating revenues
|
$
|
(86
|
)
|
|
$
|
(28
|
)
|
|
$
|
611
|
|
|
$
|
(239
|
)
|
|
(1)
|
Amounts offset in fuel, purchased power costs and delivery fees in the Retail segment, with no impact to consolidated results.
|
|
(b)
|
Other includes CAISO operations. Income tax expense is not reflected in net income of the segments but is reflected entirely in Corporate and Other net income.
|
|
(c)
|
For the three months ended September 30, 2019, Retail operating income and net income is driven by unrealized gains from mark-to-market valuations of commodity positions included in fuel, purchased power costs and delivery fees. For the nine months ended September 30, 2018, Retail operating income and net income is driven by unrealized gains from mark-to-market valuations of commodity positions included in fuel, purchased power costs and delivery fees.
|
|
|
September 30,
2019 |
|
December 31, 2018
|
||||
|
Total assets
|
|
|
|
||||
|
Retail
|
$
|
9,372
|
|
|
$
|
7,699
|
|
|
ERCOT
|
10,090
|
|
|
9,347
|
|
||
|
PJM
|
5,362
|
|
|
7,188
|
|
||
|
NY/NE
|
2,841
|
|
|
2,722
|
|
||
|
MISO
|
401
|
|
|
836
|
|
||
|
Asset Closure
|
253
|
|
|
254
|
|
||
|
Corporate and Other and Eliminations
|
(1,876
|
)
|
|
(2,022
|
)
|
||
|
Consolidated total assets
|
$
|
26,443
|
|
|
$
|
26,024
|
|
|
19.
|
SUPPLEMENTARY FINANCIAL INFORMATION
|
|
|
Pension Benefits
|
|
OPEB Benefits
|
||||||||||||||||||||||||||||
|
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30, |
|
Three Months Ended September 30,
|
|
Nine Months Ended
September 30, |
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
Service cost
|
$
|
1
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
10
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
Other costs
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
(1
|
)
|
|
3
|
|
|
1
|
|
|
7
|
|
|
3
|
|
||||||||
|
Net periodic benefit cost
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
8
|
|
|
$
|
5
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Interest paid/accrued
|
$
|
140
|
|
|
$
|
164
|
|
|
$
|
445
|
|
|
$
|
380
|
|
|
Unrealized mark-to-market net (gains) losses on interest rate swaps
|
76
|
|
|
(38
|
)
|
|
275
|
|
|
(123
|
)
|
||||
|
Amortization of debt issuance costs, discounts and premiums
|
4
|
|
|
—
|
|
|
2
|
|
|
4
|
|
||||
|
Debt extinguishment (gain) loss
|
(2
|
)
|
|
27
|
|
|
(12
|
)
|
|
27
|
|
||||
|
Capitalized interest
|
(2
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(10
|
)
|
||||
|
Other
|
8
|
|
|
4
|
|
|
19
|
|
|
13
|
|
||||
|
Total interest expense and related charges
|
$
|
224
|
|
|
$
|
154
|
|
|
$
|
720
|
|
|
$
|
291
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Other income:
|
|
|
|
|
|
|
|
||||||||
|
Office space sublease rental income (a)
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
Insurance settlement (b)
|
—
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||
|
Funds released from escrow to settle pre-petition claims of our predecessor
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
|
Sale of land (b)
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
|
Interest income
|
2
|
|
|
3
|
|
|
9
|
|
|
14
|
|
||||
|
All other
|
4
|
|
|
1
|
|
|
8
|
|
|
4
|
|
||||
|
Total other income
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
45
|
|
|
$
|
25
|
|
|
Other deductions:
|
|
|
|
|
|
|
|
||||||||
|
Curtailment expense (Note 4) (c)
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
All other
|
1
|
|
|
1
|
|
|
6
|
|
|
4
|
|
||||
|
Total other deductions
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
9
|
|
|
$
|
4
|
|
|
(a)
|
Reported in Corporate and Other non-segment. Beginning January 1, 2019, our sublease rental income related to real estate leases is reported in selling, general and administrative expenses in the condensed statements of consolidated income.
|
|
(b)
|
Reported in ERCOT segment.
|
|
(c)
|
Reported in MISO segment.
|
|
|
September 30,
2019 |
|
December 31, 2018
|
||||
|
|
Current Assets
|
||||||
|
Amounts related to restructuring escrow accounts
|
$
|
43
|
|
|
$
|
57
|
|
|
Other
|
3
|
|
|
—
|
|
||
|
Total restricted cash
|
$
|
46
|
|
|
$
|
57
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
Wholesale and retail trade accounts receivable
|
$
|
1,451
|
|
|
$
|
1,106
|
|
|
Allowance for uncollectible accounts
|
(32
|
)
|
|
(19
|
)
|
||
|
Trade accounts receivable — net (a)
|
$
|
1,419
|
|
|
$
|
1,087
|
|
|
(a)
|
At September 30, 2019, includes $136 million of trade accounts receivable related to operations acquired in the Crius Transaction.
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Allowance for uncollectible accounts receivable at beginning of period
|
$
|
19
|
|
|
$
|
14
|
|
|
Increase for bad debt expense
|
56
|
|
|
41
|
|
||
|
Decrease for account write-offs
|
(43
|
)
|
|
(30
|
)
|
||
|
Allowance for uncollectible accounts receivable at end of period
|
$
|
32
|
|
|
$
|
25
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
Materials and supplies
|
$
|
280
|
|
|
$
|
286
|
|
|
Fuel stock
|
136
|
|
|
115
|
|
||
|
Natural gas in storage
|
14
|
|
|
11
|
|
||
|
Total inventories
|
$
|
430
|
|
|
$
|
412
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
Nuclear plant decommissioning trust
|
$
|
1,370
|
|
|
$
|
1,170
|
|
|
Assets related to employee benefit plans
|
32
|
|
|
31
|
|
||
|
Land
|
49
|
|
|
49
|
|
||
|
Total investments
|
$
|
1,451
|
|
|
$
|
1,250
|
|
|
|
September 30, 2019
|
||||||||||||||
|
|
Cost (a)
|
|
Unrealized gain
|
|
Unrealized loss
|
|
Fair market value
|
||||||||
|
Debt securities (b)
|
$
|
489
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
518
|
|
|
Equity securities (c)
|
275
|
|
|
577
|
|
|
—
|
|
|
852
|
|
||||
|
Total
|
$
|
764
|
|
|
$
|
606
|
|
|
$
|
—
|
|
|
$
|
1,370
|
|
|
|
December 31, 2018
|
||||||||||||||
|
|
Cost (a)
|
|
Unrealized gain
|
|
Unrealized loss
|
|
Fair market value
|
||||||||
|
Debt securities (b)
|
$
|
444
|
|
|
$
|
7
|
|
|
$
|
(8
|
)
|
|
$
|
443
|
|
|
Equity securities (c)
|
280
|
|
|
448
|
|
|
(1
|
)
|
|
727
|
|
||||
|
Total
|
$
|
724
|
|
|
$
|
455
|
|
|
$
|
(9
|
)
|
|
$
|
1,170
|
|
|
(a)
|
Includes realized gains and losses on securities sold.
|
|
(b)
|
The investment objective for debt securities is to invest in a diversified tax efficient portfolio with an overall portfolio rating of AA or above as graded by S&P or Aa2 by Moody's. The debt securities are heavily weighted with government and municipal bonds and investment grade corporate bonds. The debt securities had an average coupon rate of 3.43% and 3.69% at September 30, 2019 and December 31, 2018, respectively, and an average maturity of nine years and eight years at September 30, 2019 and December 31, 2018, respectively.
|
|
(c)
|
The investment objective for equity securities is to invest tax efficiently and to match the performance of the S&P 500 Index for U.S. equity investments and the MSCI EAFE Index for non-U.S. equity investments.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
Realized gains
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
11
|
|
|
$
|
—
|
|
|
Realized losses
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
$
|
(2
|
)
|
|
Proceeds from sales of securities
|
$
|
62
|
|
|
$
|
118
|
|
|
$
|
354
|
|
|
$
|
211
|
|
|
Investments in securities
|
$
|
(68
|
)
|
|
$
|
(124
|
)
|
|
$
|
(370
|
)
|
|
$
|
(227
|
)
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
Power generation and structures
|
$
|
15,070
|
|
|
$
|
14,604
|
|
|
Land
|
637
|
|
|
642
|
|
||
|
Office and other equipment
|
160
|
|
|
182
|
|
||
|
Total
|
15,867
|
|
|
15,428
|
|
||
|
Less accumulated depreciation
|
(2,241
|
)
|
|
(1,284
|
)
|
||
|
Net of accumulated depreciation
|
13,626
|
|
|
14,144
|
|
||
|
Finance lease right-of-use assets
|
70
|
|
|
—
|
|
||
|
Nuclear fuel (net of accumulated amortization of $196 million and $189 million)
|
180
|
|
|
191
|
|
||
|
Construction work in progress
|
199
|
|
|
277
|
|
||
|
Property, plant and equipment — net
|
$
|
14,075
|
|
|
$
|
14,612
|
|
|
|
Nuclear Plant Decommissioning
|
|
Mining Land Reclamation
|
|
Coal Ash and Other
|
|
Total
|
||||||||
|
Liability at December 31, 2018
|
$
|
1,276
|
|
|
$
|
442
|
|
|
$
|
655
|
|
|
$
|
2,373
|
|
|
Additions:
|
|
|
|
|
|
|
|
||||||||
|
Accretion
|
33
|
|
|
17
|
|
|
23
|
|
|
73
|
|
||||
|
Adjustment for change in estimates
|
—
|
|
|
12
|
|
|
(17
|
)
|
|
(5
|
)
|
||||
|
Adjustment for obligations assumed through acquisitions
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
|
Reductions:
|
|
|
|
|
|
|
|
||||||||
|
Payments
|
—
|
|
|
(54
|
)
|
|
(26
|
)
|
|
(80
|
)
|
||||
|
Liability transfer (a)
|
—
|
|
|
—
|
|
|
(34
|
)
|
|
(34
|
)
|
||||
|
Liability at September 30, 2019
|
1,309
|
|
|
417
|
|
|
598
|
|
|
2,324
|
|
||||
|
Less amounts due currently
|
—
|
|
|
(105
|
)
|
|
(62
|
)
|
|
(167
|
)
|
||||
|
Noncurrent liability at September 30, 2019
|
$
|
1,309
|
|
|
$
|
312
|
|
|
$
|
536
|
|
|
$
|
2,157
|
|
|
(a)
|
Represents ARO transferred to a third-party for remediation. Any remaining unpaid third-party obligation has been reclassified to other current and noncurrent liabilities in our condensed consolidated balance sheets.
|
|
|
Nuclear Plant Decommissioning
|
|
Mining Land Reclamation
|
|
Coal Ash and Other
|
|
Total
|
||||||||
|
Liability at December 31, 2017
|
$
|
1,233
|
|
|
$
|
438
|
|
|
$
|
265
|
|
|
$
|
1,936
|
|
|
Additions:
|
|
|
|
|
|
|
|
||||||||
|
Accretion
|
32
|
|
|
16
|
|
|
20
|
|
|
68
|
|
||||
|
Adjustment for change in estimates
|
—
|
|
|
7
|
|
|
(47
|
)
|
|
(40
|
)
|
||||
|
Obligations assumed in the Merger
|
—
|
|
|
2
|
|
|
424
|
|
|
426
|
|
||||
|
Reductions:
|
|
|
|
|
|
|
|
||||||||
|
Payments
|
—
|
|
|
(57
|
)
|
|
(11
|
)
|
|
(68
|
)
|
||||
|
Liability at September 30, 2018
|
$
|
1,265
|
|
|
$
|
406
|
|
|
$
|
651
|
|
|
$
|
2,322
|
|
|
Less amounts due currently
|
—
|
|
|
(124
|
)
|
|
(59
|
)
|
|
(183
|
)
|
||||
|
Noncurrent liability at September 30, 2018
|
$
|
1,265
|
|
|
$
|
282
|
|
|
$
|
592
|
|
|
$
|
2,139
|
|
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
Retirement and other employee benefits
|
$
|
296
|
|
|
$
|
270
|
|
|
Finance lease liabilities
|
88
|
|
|
—
|
|
||
|
Uncertain tax positions, including accrued interest
|
6
|
|
|
4
|
|
||
|
Other
|
148
|
|
|
66
|
|
||
|
Total other noncurrent liabilities and deferred credits
|
$
|
538
|
|
|
$
|
340
|
|
|
|
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||
|
Long-term debt (see Note 11):
|
|
Fair Value Hierarchy
|
|
Carrying Amount
|
|
Fair
Value
|
|
Carrying Amount
|
|
Fair
Value
|
||||||||
|
Long-term debt under the Vistra Operations Credit Facilities
|
|
Level 2
|
|
$
|
3,808
|
|
|
$
|
3,812
|
|
|
$
|
5,820
|
|
|
$
|
5,599
|
|
|
Vistra Operations Senior Notes
|
|
Level 2
|
|
5,530
|
|
|
5,779
|
|
|
987
|
|
|
963
|
|
||||
|
Vistra Energy Senior Notes
|
|
Level 2
|
|
1,188
|
|
|
1,176
|
|
|
3,819
|
|
|
3,765
|
|
||||
|
7.000% Amortizing Notes
|
|
Level 2
|
|
—
|
|
|
—
|
|
|
23
|
|
|
24
|
|
||||
|
Forward Capacity Agreements
|
|
Level 3
|
|
184
|
|
|
184
|
|
|
221
|
|
|
221
|
|
||||
|
Equipment Financing Agreements
|
|
Level 3
|
|
99
|
|
|
99
|
|
|
102
|
|
|
102
|
|
||||
|
Mandatorily redeemable subsidiary preferred stock
|
|
Level 2
|
|
70
|
|
|
70
|
|
|
70
|
|
|
70
|
|
||||
|
Building Financing
|
|
Level 2
|
|
17
|
|
|
16
|
|
|
23
|
|
|
21
|
|
||||
|
9.5% Promissory Notes
|
|
Level 3
|
|
44
|
|
|
44
|
|
|
—
|
|
|
—
|
|
||||
|
2% Term Loan
|
|
Level 3
|
|
8
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
|
|
September 30,
2019 |
|
December 31,
2018 |
||||
|
Cash and cash equivalents
|
$
|
707
|
|
|
$
|
636
|
|
|
Restricted cash included in current assets
|
46
|
|
|
57
|
|
||
|
Total cash, cash equivalents and restricted cash
|
$
|
753
|
|
|
$
|
693
|
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Cash payments related to:
|
|
|
|
||||
|
Interest paid
|
$
|
444
|
|
|
$
|
662
|
|
|
Capitalized interest
|
(9
|
)
|
|
(10
|
)
|
||
|
Interest paid (net of capitalized interest)
|
$
|
435
|
|
|
$
|
652
|
|
|
Income taxes (a)
|
$
|
19
|
|
|
$
|
66
|
|
|
Noncash investing and financing activities:
|
|
|
|
||||
|
Construction expenditures (b)
|
$
|
43
|
|
|
$
|
58
|
|
|
Shares issued for tangible equity unit contracts (Note 14)
|
$
|
446
|
|
|
$
|
—
|
|
|
Vistra Energy common stock issued in the Merger (Notes 2 and 14)
|
$
|
—
|
|
|
$
|
2,245
|
|
|
(a)
|
Income tax payments are net of tax refunds of $21 million in the nine months ended September 30, 2019.
|
|
(b)
|
Represents end-of-period accruals for ongoing construction projects.
|
|
20.
|
SUPPLEMENTAL CONDENSED CONSOLIDATING FINANCIAL INFORMATION
|
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Operating revenues
|
$
|
—
|
|
|
$
|
3,026
|
|
|
$
|
310
|
|
|
$
|
(142
|
)
|
|
$
|
3,194
|
|
|
Fuel, purchased power costs and delivery fees
|
—
|
|
|
(1,510
|
)
|
|
(212
|
)
|
|
35
|
|
|
(1,687
|
)
|
|||||
|
Operating costs
|
—
|
|
|
(378
|
)
|
|
(19
|
)
|
|
—
|
|
|
(397
|
)
|
|||||
|
Depreciation and amortization
|
(2
|
)
|
|
(376
|
)
|
|
(46
|
)
|
|
—
|
|
|
(424
|
)
|
|||||
|
Selling, general and administrative expenses
|
(16
|
)
|
|
(270
|
)
|
|
(50
|
)
|
|
90
|
|
|
(246
|
)
|
|||||
|
Operating income (loss)
|
(18
|
)
|
|
492
|
|
|
(17
|
)
|
|
(17
|
)
|
|
440
|
|
|||||
|
Other income
|
(2
|
)
|
|
6
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|||||
|
Other deductions
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
|
Interest expense and related charges
|
(12
|
)
|
|
(200
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
(224
|
)
|
|||||
|
Impacts of Tax Receivable Agreement
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|||||
|
Equity in earnings of unconsolidated investment
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
|
Income (loss) before income taxes
|
(94
|
)
|
|
297
|
|
|
(28
|
)
|
|
(16
|
)
|
|
159
|
|
|||||
|
Income tax benefit (expense)
|
22
|
|
|
(82
|
)
|
|
(1
|
)
|
|
16
|
|
|
(45
|
)
|
|||||
|
Equity in earnings (loss) of subsidiaries, net of tax
|
185
|
|
|
(30
|
)
|
|
—
|
|
|
(155
|
)
|
|
—
|
|
|||||
|
Net income (loss)
|
113
|
|
|
185
|
|
|
(29
|
)
|
|
(155
|
)
|
|
114
|
|
|||||
|
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
|
Net income (loss) attributable to Vistra Energy
|
$
|
113
|
|
|
$
|
185
|
|
|
$
|
(30
|
)
|
|
$
|
(155
|
)
|
|
$
|
113
|
|
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Operating revenues
|
$
|
—
|
|
|
$
|
3,208
|
|
|
$
|
59
|
|
|
$
|
(24
|
)
|
|
$
|
3,243
|
|
|
Fuel, purchased power costs and delivery fees
|
—
|
|
|
(1,590
|
)
|
|
(37
|
)
|
|
—
|
|
|
(1,627
|
)
|
|||||
|
Operating costs
|
—
|
|
|
(334
|
)
|
|
(12
|
)
|
|
—
|
|
|
(346
|
)
|
|||||
|
Depreciation and amortization
|
—
|
|
|
(402
|
)
|
|
(24
|
)
|
|
—
|
|
|
(426
|
)
|
|||||
|
Selling, general and administrative expenses
|
(23
|
)
|
|
(165
|
)
|
|
(30
|
)
|
|
24
|
|
|
(194
|
)
|
|||||
|
Operating income (loss)
|
(23
|
)
|
|
717
|
|
|
(44
|
)
|
|
—
|
|
|
650
|
|
|||||
|
Other income
|
1
|
|
|
7
|
|
|
—
|
|
|
(2
|
)
|
|
6
|
|
|||||
|
Other deductions
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
|
Interest expense and related charges
|
(110
|
)
|
|
(43
|
)
|
|
(3
|
)
|
|
2
|
|
|
(154
|
)
|
|||||
|
Impacts of Tax Receivable Agreement
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|||||
|
Equity in earnings of unconsolidated investment
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
|
Income (loss) before income taxes
|
(115
|
)
|
|
687
|
|
|
(47
|
)
|
|
—
|
|
|
525
|
|
|||||
|
Income tax benefit (expense)
|
42
|
|
|
(251
|
)
|
|
15
|
|
|
—
|
|
|
(194
|
)
|
|||||
|
Equity in earnings (loss) of subsidiaries, net of tax
|
403
|
|
|
(33
|
)
|
|
—
|
|
|
(370
|
)
|
|
—
|
|
|||||
|
Net income (loss)
|
330
|
|
|
403
|
|
|
(32
|
)
|
|
(370
|
)
|
|
331
|
|
|||||
|
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
|
Net income (loss) attributable to Vistra Energy
|
$
|
330
|
|
|
$
|
403
|
|
|
$
|
(33
|
)
|
|
$
|
(370
|
)
|
|
$
|
330
|
|
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Operating revenues
|
$
|
—
|
|
|
$
|
8,787
|
|
|
$
|
420
|
|
|
$
|
(258
|
)
|
|
$
|
8,949
|
|
|
Fuel, purchased power costs and delivery fees
|
—
|
|
|
(4,122
|
)
|
|
(260
|
)
|
|
95
|
|
|
(4,287
|
)
|
|||||
|
Operating costs
|
—
|
|
|
(1,105
|
)
|
|
(48
|
)
|
|
—
|
|
|
(1,153
|
)
|
|||||
|
Depreciation and amortization
|
(4
|
)
|
|
(1,121
|
)
|
|
(88
|
)
|
|
—
|
|
|
(1,213
|
)
|
|||||
|
Selling, general and administrative expenses
|
(47
|
)
|
|
(665
|
)
|
|
(88
|
)
|
|
163
|
|
|
(637
|
)
|
|||||
|
Operating income (loss)
|
(51
|
)
|
|
1,774
|
|
|
(64
|
)
|
|
—
|
|
|
1,659
|
|
|||||
|
Other income
|
13
|
|
|
37
|
|
|
1
|
|
|
(6
|
)
|
|
45
|
|
|||||
|
Other deductions
|
—
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
(9
|
)
|
|||||
|
Interest expense and related charges
|
(84
|
)
|
|
(619
|
)
|
|
(23
|
)
|
|
6
|
|
|
(720
|
)
|
|||||
|
Impacts of Tax Receivable Agreement
|
(26
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|||||
|
Equity in earnings of unconsolidated investment
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
|
Income (loss) before income taxes
|
(148
|
)
|
|
1,196
|
|
|
(86
|
)
|
|
—
|
|
|
962
|
|
|||||
|
Income tax benefit (expense)
|
42
|
|
|
(336
|
)
|
|
24
|
|
|
—
|
|
|
(270
|
)
|
|||||
|
Equity in earnings (loss) of subsidiaries, net of tax
|
800
|
|
|
(60
|
)
|
|
—
|
|
|
(740
|
)
|
|
—
|
|
|||||
|
Net income (loss)
|
694
|
|
|
800
|
|
|
(62
|
)
|
|
(740
|
)
|
|
692
|
|
|||||
|
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
|
Net income (loss) attributable to Vistra Energy
|
$
|
694
|
|
|
$
|
800
|
|
|
$
|
(60
|
)
|
|
$
|
(740
|
)
|
|
$
|
694
|
|
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Operating revenues
|
$
|
—
|
|
|
$
|
6,480
|
|
|
$
|
126
|
|
|
$
|
(25
|
)
|
|
$
|
6,581
|
|
|
Fuel, purchased power costs and delivery fees
|
—
|
|
|
(3,405
|
)
|
|
(89
|
)
|
|
2
|
|
|
(3,492
|
)
|
|||||
|
Operating costs
|
—
|
|
|
(898
|
)
|
|
(28
|
)
|
|
—
|
|
|
(926
|
)
|
|||||
|
Depreciation and amortization
|
—
|
|
|
(926
|
)
|
|
(41
|
)
|
|
—
|
|
|
(967
|
)
|
|||||
|
Selling, general and administrative expenses
|
(250
|
)
|
|
(452
|
)
|
|
(32
|
)
|
|
23
|
|
|
(711
|
)
|
|||||
|
Operating income (loss)
|
(250
|
)
|
|
799
|
|
|
(64
|
)
|
|
—
|
|
|
485
|
|
|||||
|
Other income
|
8
|
|
|
19
|
|
|
—
|
|
|
(2
|
)
|
|
25
|
|
|||||
|
Other deductions
|
—
|
|
|
(5
|
)
|
|
1
|
|
|
—
|
|
|
(4
|
)
|
|||||
|
Interest expense and related charges
|
(197
|
)
|
|
(92
|
)
|
|
(4
|
)
|
|
2
|
|
|
(291
|
)
|
|||||
|
Impacts of Tax Receivable Agreement
|
(65
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|||||
|
Equity in earnings of unconsolidated investment
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
|
Income (loss) before income taxes
|
(504
|
)
|
|
732
|
|
|
(67
|
)
|
|
—
|
|
|
161
|
|
|||||
|
Income tax benefit (expense)
|
183
|
|
|
(235
|
)
|
|
21
|
|
|
—
|
|
|
(31
|
)
|
|||||
|
Equity in earnings (loss) of subsidiaries, net of tax
|
453
|
|
|
(44
|
)
|
|
—
|
|
|
(409
|
)
|
|
—
|
|
|||||
|
Net income (loss)
|
132
|
|
|
453
|
|
|
(46
|
)
|
|
(409
|
)
|
|
130
|
|
|||||
|
Net loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
|
Net income (loss) attributable to Vistra Energy
|
$
|
132
|
|
|
$
|
453
|
|
|
$
|
(44
|
)
|
|
$
|
(409
|
)
|
|
$
|
132
|
|
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
$
|
113
|
|
|
$
|
185
|
|
|
$
|
(29
|
)
|
|
$
|
(155
|
)
|
|
$
|
114
|
|
|
Other comprehensive income (loss), net of tax effects:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Effect related to pension and other retirement benefit obligations
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
|
Total other comprehensive income
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13
|
)
|
|||||
|
Comprehensive income (loss)
|
100
|
|
|
185
|
|
|
(29
|
)
|
|
(155
|
)
|
|
101
|
|
|||||
|
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
|
Comprehensive income (loss) attributable to Vistra Energy
|
$
|
100
|
|
|
$
|
185
|
|
|
$
|
(30
|
)
|
|
$
|
(155
|
)
|
|
$
|
100
|
|
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
$
|
330
|
|
|
$
|
403
|
|
|
$
|
(32
|
)
|
|
$
|
(370
|
)
|
|
$
|
331
|
|
|
Other comprehensive income (loss), net of tax effects:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Effect related to pension and other retirement benefit obligations
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
|
Total other comprehensive income
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
|
Comprehensive income (loss)
|
$
|
330
|
|
|
$
|
404
|
|
|
$
|
(32
|
)
|
|
$
|
(370
|
)
|
|
$
|
332
|
|
|
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||
|
Comprehensive income (loss) attributable to Vistra Energy
|
$
|
330
|
|
|
$
|
404
|
|
|
$
|
(33
|
)
|
|
$
|
(370
|
)
|
|
$
|
331
|
|
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
$
|
694
|
|
|
$
|
800
|
|
|
$
|
(62
|
)
|
|
$
|
(740
|
)
|
|
$
|
692
|
|
|
Other comprehensive income (loss), net of tax effects:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Effect related to pension and other retirement benefit obligations
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
|
Total other comprehensive income
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||
|
Comprehensive income (loss)
|
682
|
|
|
800
|
|
|
(62
|
)
|
|
(740
|
)
|
|
680
|
|
|||||
|
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
|
Comprehensive income (loss) attributable to Vistra Energy
|
$
|
682
|
|
|
$
|
800
|
|
|
$
|
(60
|
)
|
|
$
|
(740
|
)
|
|
$
|
682
|
|
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Net income (loss)
|
$
|
132
|
|
|
$
|
453
|
|
|
$
|
(46
|
)
|
|
$
|
(409
|
)
|
|
$
|
130
|
|
|
Other comprehensive income (loss), net of tax effects:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Effect related to pension and other retirement benefit obligations
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
|
Total other comprehensive income
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
|
Comprehensive income (loss)
|
$
|
132
|
|
|
$
|
455
|
|
|
$
|
(46
|
)
|
|
$
|
(409
|
)
|
|
$
|
132
|
|
|
Comprehensive loss attributable to noncontrolling interest
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
|
Comprehensive income (loss) attributable to Vistra Energy
|
$
|
132
|
|
|
$
|
455
|
|
|
$
|
(44
|
)
|
|
$
|
(409
|
)
|
|
$
|
134
|
|
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Cash flows — operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash provided by (used in) operating activities
|
$
|
(130
|
)
|
|
$
|
2,084
|
|
|
$
|
(131
|
)
|
|
$
|
—
|
|
|
$
|
1,823
|
|
|
Cash flows — financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Issuances of long-term debt
|
—
|
|
|
4,600
|
|
|
—
|
|
|
—
|
|
|
4,600
|
|
|||||
|
Repayments/repurchases of debt
|
(2,516
|
)
|
|
(2,064
|
)
|
|
(88
|
)
|
|
—
|
|
|
(4,668
|
)
|
|||||
|
Net borrowings under accounts receivable securitization program
|
—
|
|
|
—
|
|
|
261
|
|
|
|
|
|
261
|
|
|||||
|
Cash dividends paid
|
(181
|
)
|
|
(3,465
|
)
|
|
—
|
|
|
3,465
|
|
|
(181
|
)
|
|||||
|
Stock repurchase
|
(632
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(632
|
)
|
|||||
|
Debt tender offer and other financing fees
|
(108
|
)
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
(170
|
)
|
|||||
|
Other, net
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
|
Cash provided by (used in) financing activities
|
(3,437
|
)
|
|
(985
|
)
|
|
173
|
|
|
3,465
|
|
|
(784
|
)
|
|||||
|
Cash flows — investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures, including LTSA prepayments
|
(23
|
)
|
|
(318
|
)
|
|
(7
|
)
|
|
—
|
|
|
(348
|
)
|
|||||
|
Nuclear fuel purchases
|
—
|
|
|
(33
|
)
|
|
—
|
|
|
—
|
|
|
(33
|
)
|
|||||
|
Development and growth expenditures
|
—
|
|
|
(93
|
)
|
|
—
|
|
|
—
|
|
|
(93
|
)
|
|||||
|
Crius acquisition
|
—
|
|
|
(374
|
)
|
|
—
|
|
|
—
|
|
|
(374
|
)
|
|||||
|
Proceeds from sales of nuclear decommissioning trust fund securities
|
—
|
|
|
354
|
|
|
—
|
|
|
—
|
|
|
354
|
|
|||||
|
Investments in nuclear decommissioning trust fund securities
|
—
|
|
|
(370
|
)
|
|
—
|
|
|
—
|
|
|
(370
|
)
|
|||||
|
Proceeds from sale of environmental allowances
|
—
|
|
|
32
|
|
|
—
|
|
|
—
|
|
|
32
|
|
|||||
|
Purchases of environmental allowances
|
—
|
|
|
(162
|
)
|
|
(7
|
)
|
|
—
|
|
|
(169
|
)
|
|||||
|
Dividend received from subsidiaries
|
3,465
|
|
|
—
|
|
|
|
|
|
(3,465
|
)
|
|
—
|
|
|||||
|
Other, net
|
—
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||
|
Cash provided by (used in) investing activities
|
3,442
|
|
|
(942
|
)
|
|
(14
|
)
|
|
(3,465
|
)
|
|
(979
|
)
|
|||||
|
Net change in cash, cash equivalents and restricted cash
|
(125
|
)
|
|
157
|
|
|
28
|
|
|
—
|
|
|
60
|
|
|||||
|
Cash, cash equivalents and restricted cash — beginning balance
|
228
|
|
|
453
|
|
|
12
|
|
|
—
|
|
|
693
|
|
|||||
|
Cash, cash equivalents and restricted cash — ending balance
|
$
|
103
|
|
|
$
|
610
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
753
|
|
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Cash flows — operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash provided by (used in) operating activities
|
$
|
521
|
|
|
$
|
670
|
|
|
$
|
(328
|
)
|
|
$
|
—
|
|
|
$
|
863
|
|
|
Cash flows — financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Issuances of long-term debt
|
—
|
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|||||
|
Repayments/repurchases of debt
|
(4,918
|
)
|
|
2,016
|
|
|
—
|
|
|
—
|
|
|
(2,902
|
)
|
|||||
|
Net borrowings under accounts receivable securitization program (Note 10)
|
—
|
|
|
—
|
|
|
350
|
|
|
—
|
|
|
350
|
|
|||||
|
Stock repurchase
|
(414
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(414
|
)
|
|||||
|
Cash dividend paid
|
—
|
|
|
(3,928
|
)
|
|
—
|
|
|
3,928
|
|
|
—
|
|
|||||
|
Debt financing fees
|
(173
|
)
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
(216
|
)
|
|||||
|
Other, net
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
|
Cash provided by (used in) financing activities
|
(5,495
|
)
|
|
(955
|
)
|
|
350
|
|
|
3,928
|
|
|
(2,172
|
)
|
|||||
|
Cash flows — investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Capital expenditures
|
(12
|
)
|
|
(191
|
)
|
|
(6
|
)
|
|
—
|
|
|
(209
|
)
|
|||||
|
Nuclear fuel purchases
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|||||
|
Development and growth expenditures
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|||||
|
Cash acquired in the Merger
|
—
|
|
|
445
|
|
|
—
|
|
|
—
|
|
|
445
|
|
|||||
|
Proceeds from sales of nuclear decommissioning trust fund securities
|
—
|
|
|
211
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|||||
|
Investments in nuclear decommissioning trust fund securities
|
—
|
|
|
(227
|
)
|
|
—
|
|
|
—
|
|
|
(227
|
)
|
|||||
|
Proceeds from sale of environmental allowances
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Purchases of environmental allowances
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
|
Dividend received from subsidiaries
|
3,928
|
|
|
—
|
|
|
—
|
|
|
(3,928
|
)
|
|
—
|
|
|||||
|
Other, net
|
—
|
|
|
14
|
|
|
(3
|
)
|
|
—
|
|
|
11
|
|
|||||
|
Cash provided by (used in) investing activities
|
3,916
|
|
|
154
|
|
|
(9
|
)
|
|
(3,928
|
)
|
|
133
|
|
|||||
|
Net change in cash, cash equivalents and restricted cash
|
(1,058
|
)
|
|
(131
|
)
|
|
13
|
|
|
—
|
|
|
(1,176
|
)
|
|||||
|
Cash, cash equivalents and restricted cash — beginning balance
|
1,183
|
|
|
863
|
|
|
—
|
|
|
—
|
|
|
2,046
|
|
|||||
|
Cash, cash equivalents and restricted cash — ending balance
|
$
|
125
|
|
|
$
|
732
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
870
|
|
|
Condensed Consolidating Balance Sheet as of September 30, 2019
(Millions of Dollars)
|
|||||||||||||||||||
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
61
|
|
|
$
|
606
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
707
|
|
|
Restricted cash
|
42
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||
|
Advances to affiliates
|
—
|
|
|
42
|
|
|
—
|
|
|
(42
|
)
|
|
—
|
|
|||||
|
Trade accounts receivable — net
|
9
|
|
|
646
|
|
|
953
|
|
|
(189
|
)
|
|
1,419
|
|
|||||
|
Accounts receivable — affiliates
|
—
|
|
|
101
|
|
|
—
|
|
|
(101
|
)
|
|
—
|
|
|||||
|
Notes due from affiliates
|
—
|
|
|
112
|
|
|
—
|
|
|
(112
|
)
|
|
—
|
|
|||||
|
Income taxes receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Inventories
|
—
|
|
|
404
|
|
|
26
|
|
|
—
|
|
|
430
|
|
|||||
|
Commodity and other derivative contractual assets
|
—
|
|
|
988
|
|
|
11
|
|
|
—
|
|
|
999
|
|
|||||
|
Margin deposits related to commodity contracts
|
—
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
236
|
|
|||||
|
Prepaid expense and other current assets
|
130
|
|
|
142
|
|
|
19
|
|
|
—
|
|
|
291
|
|
|||||
|
Total current assets
|
242
|
|
|
3,281
|
|
|
1,049
|
|
|
(444
|
)
|
|
4,128
|
|
|||||
|
Investments
|
—
|
|
|
1,420
|
|
|
31
|
|
|
—
|
|
|
1,451
|
|
|||||
|
Investment in unconsolidated subsidiary
|
—
|
|
|
123
|
|
|
—
|
|
|
—
|
|
|
123
|
|
|||||
|
Investment in affiliated companies
|
8,344
|
|
|
556
|
|
|
—
|
|
|
(8,900
|
)
|
|
—
|
|
|||||
|
Property, plant and equipment — net
|
7
|
|
|
13,528
|
|
|
540
|
|
|
—
|
|
|
14,075
|
|
|||||
|
Operating lease right-of-use assets
|
—
|
|
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|||||
|
Goodwill
|
—
|
|
|
2,082
|
|
|
205
|
|
|
—
|
|
|
2,287
|
|
|||||
|
Identifiable intangible assets — net
|
40
|
|
|
2,285
|
|
|
270
|
|
|
—
|
|
|
2,595
|
|
|||||
|
Commodity and other derivative contractual assets
|
—
|
|
|
180
|
|
|
1
|
|
|
—
|
|
|
181
|
|
|||||
|
Accumulated deferred income taxes
|
807
|
|
|
430
|
|
|
—
|
|
|
(82
|
)
|
|
1,155
|
|
|||||
|
Other noncurrent assets
|
132
|
|
|
245
|
|
|
18
|
|
|
3
|
|
|
398
|
|
|||||
|
Total assets
|
$
|
9,572
|
|
|
$
|
24,180
|
|
|
$
|
2,114
|
|
|
$
|
(9,423
|
)
|
|
$
|
26,443
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts receivable securitization program
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600
|
|
|
$
|
—
|
|
|
$
|
600
|
|
|
Advances from affiliates
|
—
|
|
|
—
|
|
|
42
|
|
|
(42
|
)
|
|
—
|
|
|||||
|
Long-term debt due currently
|
—
|
|
|
215
|
|
|
5
|
|
|
—
|
|
|
220
|
|
|||||
|
Trade accounts payable
|
1
|
|
|
811
|
|
|
280
|
|
|
(176
|
)
|
|
916
|
|
|||||
|
Accounts payable — affiliates
|
35
|
|
|
—
|
|
|
66
|
|
|
(101
|
)
|
|
—
|
|
|||||
|
Notes due to affiliates
|
—
|
|
|
—
|
|
|
112
|
|
|
(112
|
)
|
|
—
|
|
|||||
|
Commodity and other derivative contractual liabilities
|
—
|
|
|
1,348
|
|
|
16
|
|
|
—
|
|
|
1,364
|
|
|||||
|
Margin deposits related to commodity contracts
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
|
Accrued taxes
|
16
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
18
|
|
|||||
|
Accrued taxes other than income
|
—
|
|
|
148
|
|
|
4
|
|
|
—
|
|
|
152
|
|
|||||
|
Accrued interest
|
25
|
|
|
65
|
|
|
9
|
|
|
(11
|
)
|
|
88
|
|
|||||
|
Asset retirement obligations
|
—
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|||||
|
Operating lease liabilities
|
—
|
|
|
11
|
|
|
1
|
|
|
—
|
|
|
12
|
|
|||||
|
Other current liabilities
|
50
|
|
|
299
|
|
|
21
|
|
|
—
|
|
|
370
|
|
|||||
|
Total current liabilities
|
127
|
|
|
3,072
|
|
|
1,158
|
|
|
(442
|
)
|
|
3,915
|
|
|||||
|
Condensed Consolidating Balance Sheet as of September 30, 2019
(Millions of Dollars)
|
|||||||||||||||||||
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
Long-term debt, less amounts due currently
|
1,188
|
|
|
9,458
|
|
|
82
|
|
|
—
|
|
|
10,728
|
|
|||||
|
Operating lease liabilities
|
—
|
|
|
52
|
|
|
1
|
|
|
—
|
|
|
53
|
|
|||||
|
Commodity and other derivative contractual liabilities
|
—
|
|
|
416
|
|
|
10
|
|
|
—
|
|
|
426
|
|
|||||
|
Accumulated deferred income taxes
|
—
|
|
|
—
|
|
|
91
|
|
|
(81
|
)
|
|
10
|
|
|||||
|
Tax Receivable Agreement obligation
|
443
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
443
|
|
|||||
|
Asset retirement obligations
|
—
|
|
|
2,143
|
|
|
14
|
|
|
—
|
|
|
2,157
|
|
|||||
|
Identifiable intangible liabilities — net
|
—
|
|
|
215
|
|
|
166
|
|
|
—
|
|
|
381
|
|
|||||
|
Other noncurrent liabilities and deferred credits
|
22
|
|
|
480
|
|
|
36
|
|
|
—
|
|
|
538
|
|
|||||
|
Total liabilities
|
1,780
|
|
|
15,836
|
|
|
1,558
|
|
|
(523
|
)
|
|
18,651
|
|
|||||
|
Total stockholders' equity
|
7,792
|
|
|
8,344
|
|
|
556
|
|
|
(8,900
|
)
|
|
7,792
|
|
|||||
|
Noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total liabilities and equity
|
$
|
9,572
|
|
|
$
|
24,180
|
|
|
$
|
2,114
|
|
|
$
|
(9,423
|
)
|
|
$
|
26,443
|
|
|
Condensed Consolidating Balance Sheet as of December 31, 2018
(Millions of Dollars)
|
|||||||||||||||||||
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Cash and cash equivalents
|
$
|
171
|
|
|
$
|
453
|
|
|
$
|
12
|
|
|
$
|
—
|
|
|
$
|
636
|
|
|
Restricted cash
|
57
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||
|
Advances to affiliates
|
11
|
|
|
11
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|||||
|
Trade accounts receivable — net
|
4
|
|
|
729
|
|
|
464
|
|
|
(110
|
)
|
|
1,087
|
|
|||||
|
Accounts receivable - affiliates
|
—
|
|
|
245
|
|
|
—
|
|
|
(245
|
)
|
|
—
|
|
|||||
|
Notes due from affiliates
|
—
|
|
|
101
|
|
|
—
|
|
|
(101
|
)
|
|
—
|
|
|||||
|
Income taxes receivable
|
—
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|||||
|
Inventories
|
—
|
|
|
391
|
|
|
21
|
|
|
—
|
|
|
412
|
|
|||||
|
Commodity and other derivative contractual assets
|
—
|
|
|
730
|
|
|
—
|
|
|
—
|
|
|
730
|
|
|||||
|
Margin deposits related to commodity contracts
|
—
|
|
|
361
|
|
|
—
|
|
|
—
|
|
|
361
|
|
|||||
|
Prepaid expense and other current assets
|
2
|
|
|
134
|
|
|
16
|
|
|
—
|
|
|
152
|
|
|||||
|
Total current assets
|
245
|
|
|
3,156
|
|
|
513
|
|
|
(479
|
)
|
|
3,435
|
|
|||||
|
Investments
|
—
|
|
|
1,218
|
|
|
32
|
|
|
—
|
|
|
1,250
|
|
|||||
|
Investments in unconsolidated subsidiary
|
—
|
|
|
131
|
|
|
—
|
|
|
—
|
|
|
131
|
|
|||||
|
Investment in affiliated companies
|
11,186
|
|
|
263
|
|
|
—
|
|
|
(11,449
|
)
|
|
—
|
|
|||||
|
Property, plant and equipment — net
|
15
|
|
|
14,017
|
|
|
580
|
|
|
—
|
|
|
14,612
|
|
|||||
|
Goodwill
|
—
|
|
|
2,068
|
|
|
—
|
|
|
—
|
|
|
2,068
|
|
|||||
|
Identifiable intangible assets — net
|
10
|
|
|
2,480
|
|
|
3
|
|
|
—
|
|
|
2,493
|
|
|||||
|
Commodity and other derivative contractual assets
|
—
|
|
|
109
|
|
|
—
|
|
|
—
|
|
|
109
|
|
|||||
|
Accumulated deferred income taxes
|
809
|
|
|
599
|
|
|
—
|
|
|
(72
|
)
|
|
1,336
|
|
|||||
|
Other noncurrent assets
|
255
|
|
|
330
|
|
|
5
|
|
|
—
|
|
|
590
|
|
|||||
|
Total assets
|
$
|
12,520
|
|
|
$
|
24,371
|
|
|
$
|
1,133
|
|
|
$
|
(12,000
|
)
|
|
$
|
26,024
|
|
|
Condensed Consolidating Balance Sheet as of December 31, 2018
(Millions of Dollars)
|
|||||||||||||||||||
|
|
Parent (Issuer)
|
|
Guarantor Subsidiaries
|
|
Non-Guarantor Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
|
Accounts receivable securitization program
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
339
|
|
|
$
|
—
|
|
|
$
|
339
|
|
|
Advances from affiliates
|
—
|
|
|
—
|
|
|
22
|
|
|
(22
|
)
|
|
—
|
|
|||||
|
Long-term debt due currently
|
23
|
|
|
163
|
|
|
5
|
|
|
—
|
|
|
191
|
|
|||||
|
Trade accounts payable
|
2
|
|
|
928
|
|
|
121
|
|
|
(106
|
)
|
|
945
|
|
|||||
|
Accounts payable - affiliates
|
236
|
|
|
—
|
|
|
9
|
|
|
(245
|
)
|
|
—
|
|
|||||
|
Notes due to affiliates
|
—
|
|
|
—
|
|
|
101
|
|
|
(101
|
)
|
|
—
|
|
|||||
|
Commodity and other derivative contractual liabilities
|
—
|
|
|
1,376
|
|
|
—
|
|
|
—
|
|
|
1,376
|
|
|||||
|
Margin deposits related to commodity contracts
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
|
Accrued income taxes
|
11
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
10
|
|
|||||
|
Accrued taxes other than income
|
—
|
|
|
181
|
|
|
1
|
|
|
—
|
|
|
182
|
|
|||||
|
Accrued interest
|
48
|
|
|
29
|
|
|
4
|
|
|
(4
|
)
|
|
77
|
|
|||||
|
Asset retirement obligations
|
—
|
|
|
156
|
|
|
—
|
|
|
—
|
|
|
156
|
|
|||||
|
Other current liabilities
|
74
|
|
|
267
|
|
|
4
|
|
|
—
|
|
|
345
|
|
|||||
|
Total current liabilities
|
394
|
|
|
3,104
|
|
|
606
|
|
|
(479
|
)
|
|
3,625
|
|
|||||
|
Long-term debt, less amounts due currently
|
3,819
|
|
|
7,027
|
|
|
28
|
|
|
—
|
|
|
10,874
|
|
|||||
|
Commodity and other derivative contractual liabilities
|
—
|
|
|
270
|
|
|
—
|
|
|
—
|
|
|
270
|
|
|||||
|
Accumulated deferred income taxes
|
—
|
|
|
—
|
|
|
82
|
|
|
(72
|
)
|
|
10
|
|
|||||
|
Tax Receivable Agreement obligation
|
420
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
420
|
|
|||||
|
Asset retirement obligations
|
—
|
|
|
2,203
|
|
|
14
|
|
|
—
|
|
|
2,217
|
|
|||||
|
Identifiable intangible liabilities — net
|
—
|
|
|
278
|
|
|
123
|
|
|
—
|
|
|
401
|
|
|||||
|
Other noncurrent liabilities and deferred credits
|
20
|
|
|
303
|
|
|
17
|
|
|
—
|
|
|
340
|
|
|||||
|
Total liabilities
|
4,653
|
|
|
13,185
|
|
|
870
|
|
|
(551
|
)
|
|
18,157
|
|
|||||
|
Total stockholders' equity
|
7,867
|
|
|
11,186
|
|
|
259
|
|
|
(11,449
|
)
|
|
7,863
|
|
|||||
|
Noncontrolling interest in subsidiary
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
|
Total liabilities and equity
|
$
|
12,520
|
|
|
$
|
24,371
|
|
|
$
|
1,133
|
|
|
$
|
(12,000
|
)
|
|
$
|
26,024
|
|
|
Item 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
|
2019
|
|
2020
|
||
|
Coal/Nuclear/Renewable Generation:
|
|
|
|
||
|
ERCOT
|
100
|
%
|
|
100
|
%
|
|
PJM
|
100
|
%
|
|
92
|
%
|
|
MISO
|
95
|
%
|
|
98
|
%
|
|
Gas Generation:
|
|
|
|
||
|
ERCOT
|
94
|
%
|
|
59
|
%
|
|
PJM
|
95
|
%
|
|
65
|
%
|
|
NYISO/ISO-NE
|
100
|
%
|
|
78
|
%
|
|
CAISO
|
98
|
%
|
|
83
|
%
|
|
(a)
|
Balance of 2019 is from October 1, 2019 through December 31, 2019.
|
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
$ Change
|
|
Nine Months Ended
September 30,
|
|
Favorable (Unfavorable)
$ Change
|
||||||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||
|
Operating revenues
|
$
|
3,194
|
|
|
$
|
3,243
|
|
|
$
|
(49
|
)
|
|
$
|
8,949
|
|
|
$
|
6,581
|
|
|
$
|
2,368
|
|
|
Fuel, purchased power costs and delivery fees
|
(1,687
|
)
|
|
(1,627
|
)
|
|
(60
|
)
|
|
(4,287
|
)
|
|
(3,492
|
)
|
|
(795
|
)
|
||||||
|
Operating costs
|
(397
|
)
|
|
(346
|
)
|
|
(51
|
)
|
|
(1,153
|
)
|
|
(926
|
)
|
|
(227
|
)
|
||||||
|
Depreciation and amortization
|
(424
|
)
|
|
(426
|
)
|
|
2
|
|
|
(1,213
|
)
|
|
(967
|
)
|
|
(246
|
)
|
||||||
|
Selling, general and administrative expenses
|
(246
|
)
|
|
(194
|
)
|
|
(52
|
)
|
|
(637
|
)
|
|
(711
|
)
|
|
74
|
|
||||||
|
Operating income
|
440
|
|
|
650
|
|
|
(210
|
)
|
|
1,659
|
|
|
485
|
|
|
1,174
|
|
||||||
|
Other income
|
6
|
|
|
6
|
|
|
—
|
|
|
45
|
|
|
25
|
|
|
20
|
|
||||||
|
Other deductions
|
(4
|
)
|
|
(1
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|
(4
|
)
|
|
(5
|
)
|
||||||
|
Interest expense and related charges
|
(224
|
)
|
|
(154
|
)
|
|
(70
|
)
|
|
(720
|
)
|
|
(291
|
)
|
|
(429
|
)
|
||||||
|
Impacts of Tax Receivable Agreement
|
(62
|
)
|
|
17
|
|
|
(79
|
)
|
|
(26
|
)
|
|
(65
|
)
|
|
39
|
|
||||||
|
Equity in earnings of unconsolidated investment
|
3
|
|
|
7
|
|
|
(4
|
)
|
|
13
|
|
|
11
|
|
|
2
|
|
||||||
|
Income before income taxes
|
159
|
|
|
525
|
|
|
(366
|
)
|
|
962
|
|
|
161
|
|
|
801
|
|
||||||
|
Income tax expense
|
(45
|
)
|
|
(194
|
)
|
|
149
|
|
|
(270
|
)
|
|
(31
|
)
|
|
(239
|
)
|
||||||
|
Net income
|
$
|
114
|
|
|
$
|
331
|
|
|
$
|
(217
|
)
|
|
$
|
692
|
|
|
$
|
130
|
|
|
$
|
562
|
|
|
|
Three Months Ended September 30, 2019
|
||||||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
Asset
Closure
|
|
Eliminations / Corporate and Other
|
|
Vistra
Energy Consolidated
|
||||||||||||||||
|
Operating revenues
|
$
|
2,207
|
|
|
$
|
731
|
|
|
$
|
443
|
|
|
$
|
214
|
|
|
$
|
197
|
|
|
$
|
—
|
|
|
$
|
(598
|
)
|
|
$
|
3,194
|
|
|
Fuel, purchased power costs and delivery fees
|
(1,358
|
)
|
|
(429
|
)
|
|
(281
|
)
|
|
(108
|
)
|
|
(164
|
)
|
|
—
|
|
|
653
|
|
|
(1,687
|
)
|
||||||||
|
Operating costs
|
(22
|
)
|
|
(166
|
)
|
|
(74
|
)
|
|
(24
|
)
|
|
(101
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(397
|
)
|
||||||||
|
Depreciation and amortization
|
(86
|
)
|
|
(126
|
)
|
|
(135
|
)
|
|
(51
|
)
|
|
(5
|
)
|
|
—
|
|
|
(21
|
)
|
|
(424
|
)
|
||||||||
|
Selling, general and administrative expenses
|
(160
|
)
|
|
(21
|
)
|
|
(14
|
)
|
|
(11
|
)
|
|
(12
|
)
|
|
(5
|
)
|
|
(23
|
)
|
|
(246
|
)
|
||||||||
|
Operating income (loss)
|
581
|
|
|
(11
|
)
|
|
(61
|
)
|
|
20
|
|
|
(85
|
)
|
|
(9
|
)
|
|
5
|
|
|
440
|
|
||||||||
|
Other income
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
3
|
|
|
6
|
|
||||||||
|
Other deductions
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
||||||||
|
Interest expense and related charges
|
(8
|
)
|
|
2
|
|
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(213
|
)
|
|
(224
|
)
|
||||||||
|
Impacts of Tax Receivable Agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
(62
|
)
|
||||||||
|
Equity in earnings of unconsolidated investment
|
—
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||||
|
Income (loss) before income taxes
|
573
|
|
|
(10
|
)
|
|
(62
|
)
|
|
21
|
|
|
(88
|
)
|
|
(8
|
)
|
|
(267
|
)
|
|
159
|
|
||||||||
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(45
|
)
|
|
(45
|
)
|
||||||||
|
Net income (loss)
|
$
|
573
|
|
|
$
|
(10
|
)
|
|
$
|
(62
|
)
|
|
$
|
21
|
|
|
$
|
(88
|
)
|
|
$
|
(8
|
)
|
|
$
|
(312
|
)
|
|
$
|
114
|
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
Asset
Closure
|
|
Eliminations / Corporate and Other
|
|
Vistra
Energy Consolidated
|
||||||||||||||||
|
Operating revenues
|
$
|
1,813
|
|
|
$
|
1,396
|
|
|
$
|
620
|
|
|
$
|
301
|
|
|
$
|
230
|
|
|
$
|
(1
|
)
|
|
$
|
(1,116
|
)
|
|
$
|
3,243
|
|
|
Fuel, purchased power costs and delivery fees
|
(1,689
|
)
|
|
(458
|
)
|
|
(321
|
)
|
|
(167
|
)
|
|
(150
|
)
|
|
—
|
|
|
1,158
|
|
|
(1,627
|
)
|
||||||||
|
Operating costs
|
(16
|
)
|
|
(155
|
)
|
|
(83
|
)
|
|
(23
|
)
|
|
(61
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|
(346
|
)
|
||||||||
|
Depreciation and amortization
|
(80
|
)
|
|
(122
|
)
|
|
(141
|
)
|
|
(55
|
)
|
|
(3
|
)
|
|
—
|
|
|
(25
|
)
|
|
(426
|
)
|
||||||||
|
Selling, general and administrative expenses
|
(111
|
)
|
|
(18
|
)
|
|
(14
|
)
|
|
(11
|
)
|
|
(18
|
)
|
|
—
|
|
|
(22
|
)
|
|
(194
|
)
|
||||||||
|
Operating income (loss)
|
(83
|
)
|
|
643
|
|
|
61
|
|
|
45
|
|
|
(2
|
)
|
|
(4
|
)
|
|
(10
|
)
|
|
650
|
|
||||||||
|
Other income
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
6
|
|
||||||||
|
Other deductions
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(1
|
)
|
||||||||
|
Interest expense and related charges
|
(3
|
)
|
|
2
|
|
|
(3
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(148
|
)
|
|
(154
|
)
|
||||||||
|
Impacts of Tax Receivable Agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17
|
|
|
17
|
|
||||||||
|
Equity in earnings of unconsolidated investment
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
7
|
|
||||||||
|
Income (loss) before income taxes
|
(86
|
)
|
|
643
|
|
|
62
|
|
|
47
|
|
|
(3
|
)
|
|
(4
|
)
|
|
(134
|
)
|
|
525
|
|
||||||||
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(194
|
)
|
|
(194
|
)
|
||||||||
|
Net income (loss)
|
$
|
(86
|
)
|
|
$
|
643
|
|
|
$
|
62
|
|
|
$
|
47
|
|
|
$
|
(3
|
)
|
|
$
|
(4
|
)
|
|
$
|
(328
|
)
|
|
$
|
331
|
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
Asset
Closure
|
|
Eliminations / Corporate and Other
|
|
Vistra
Energy Consolidated
|
||||||||||||||||
|
Operating revenues
|
$
|
5,014
|
|
|
$
|
3,356
|
|
|
$
|
1,833
|
|
|
$
|
813
|
|
|
$
|
697
|
|
|
$
|
—
|
|
|
$
|
(2,764
|
)
|
|
$
|
8,949
|
|
|
Fuel, purchased power costs and delivery fees
|
(4,383
|
)
|
|
(1,062
|
)
|
|
(862
|
)
|
|
(436
|
)
|
|
(436
|
)
|
|
—
|
|
|
2,892
|
|
|
(4,287
|
)
|
||||||||
|
Operating costs
|
(44
|
)
|
|
(525
|
)
|
|
(244
|
)
|
|
(74
|
)
|
|
(219
|
)
|
|
(25
|
)
|
|
(22
|
)
|
|
(1,153
|
)
|
||||||||
|
Depreciation and amortization
|
(204
|
)
|
|
(385
|
)
|
|
(399
|
)
|
|
(155
|
)
|
|
(11
|
)
|
|
—
|
|
|
(59
|
)
|
|
(1,213
|
)
|
||||||||
|
Selling, general and administrative expenses
|
(364
|
)
|
|
(60
|
)
|
|
(41
|
)
|
|
(33
|
)
|
|
(71
|
)
|
|
(14
|
)
|
|
(54
|
)
|
|
(637
|
)
|
||||||||
|
Operating income (loss)
|
19
|
|
|
1,324
|
|
|
287
|
|
|
115
|
|
|
(40
|
)
|
|
(39
|
)
|
|
(7
|
)
|
|
1,659
|
|
||||||||
|
Other income
|
—
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
2
|
|
|
17
|
|
|
45
|
|
||||||||
|
Other deductions
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(1
|
)
|
|
(9
|
)
|
||||||||
|
Interest expense and related charges
|
(16
|
)
|
|
7
|
|
|
(8
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
|
(696
|
)
|
|
(720
|
)
|
||||||||
|
Impacts of Tax Receivable Agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26
|
)
|
|
(26
|
)
|
||||||||
|
Equity in earnings of unconsolidated investment
|
—
|
|
|
—
|
|
|
4
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13
|
|
||||||||
|
Income (loss) before income taxes
|
3
|
|
|
1,346
|
|
|
283
|
|
|
122
|
|
|
(42
|
)
|
|
(37
|
)
|
|
(713
|
)
|
|
962
|
|
||||||||
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(270
|
)
|
|
(270
|
)
|
||||||||
|
Net income (loss)
|
$
|
3
|
|
|
$
|
1,346
|
|
|
$
|
283
|
|
|
$
|
122
|
|
|
$
|
(42
|
)
|
|
$
|
(37
|
)
|
|
$
|
(983
|
)
|
|
$
|
692
|
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
Asset
Closure
|
|
Eliminations / Corporate and Other
|
|
Vistra
Energy Consolidated
|
||||||||||||||||
|
Operating revenues
|
$
|
4,239
|
|
|
$
|
2,190
|
|
|
$
|
1,104
|
|
|
$
|
487
|
|
|
$
|
488
|
|
|
$
|
48
|
|
|
$
|
(1,975
|
)
|
|
$
|
6,581
|
|
|
Fuel, purchased power costs and delivery fees
|
(3,290
|
)
|
|
(1,085
|
)
|
|
(560
|
)
|
|
(276
|
)
|
|
(283
|
)
|
|
(37
|
)
|
|
2,039
|
|
|
(3,492
|
)
|
||||||||
|
Operating costs
|
(29
|
)
|
|
(503
|
)
|
|
(165
|
)
|
|
(48
|
)
|
|
(136
|
)
|
|
(33
|
)
|
|
(12
|
)
|
|
(926
|
)
|
||||||||
|
Depreciation and amortization
|
(237
|
)
|
|
(295
|
)
|
|
(266
|
)
|
|
(104
|
)
|
|
(6
|
)
|
|
—
|
|
|
(59
|
)
|
|
(967
|
)
|
||||||||
|
Selling, general and administrative expenses
|
(312
|
)
|
|
(73
|
)
|
|
(28
|
)
|
|
(23
|
)
|
|
(33
|
)
|
|
(4
|
)
|
|
(238
|
)
|
|
(711
|
)
|
||||||||
|
Operating income (loss)
|
371
|
|
|
234
|
|
|
85
|
|
|
36
|
|
|
30
|
|
|
(26
|
)
|
|
(245
|
)
|
|
485
|
|
||||||||
|
Other income
|
29
|
|
|
20
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(27
|
)
|
|
25
|
|
||||||||
|
Other deductions
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
(4
|
)
|
||||||||
|
Interest expense and related charges
|
(3
|
)
|
|
(13
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(268
|
)
|
|
(291
|
)
|
||||||||
|
Impacts of Tax Receivable Agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(65
|
)
|
|
(65
|
)
|
||||||||
|
Equity in earnings of unconsolidated investment
|
—
|
|
|
—
|
|
|
5
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
|
|
11
|
|
|||||||||
|
Income (loss) before income taxes
|
397
|
|
|
236
|
|
|
86
|
|
|
41
|
|
|
29
|
|
|
(24
|
)
|
|
(604
|
)
|
|
161
|
|
||||||||
|
Income tax benefit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(31
|
)
|
|
(31
|
)
|
||||||||
|
Net income (loss)
|
$
|
397
|
|
|
$
|
236
|
|
|
$
|
86
|
|
|
$
|
41
|
|
|
$
|
29
|
|
|
$
|
(24
|
)
|
|
$
|
(635
|
)
|
|
$
|
130
|
|
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
$ Change
|
|
Nine Months Ended
September 30,
|
|
Favorable (Unfavorable)
$ Change
|
||||||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||
|
Net income
|
$
|
114
|
|
|
$
|
331
|
|
|
$
|
(217
|
)
|
|
$
|
692
|
|
|
$
|
130
|
|
|
$
|
562
|
|
|
Income tax expense
|
45
|
|
|
194
|
|
|
(149
|
)
|
|
270
|
|
|
31
|
|
|
239
|
|
||||||
|
Interest expense and related charges (a)
|
224
|
|
|
154
|
|
|
70
|
|
|
720
|
|
|
291
|
|
|
429
|
|
||||||
|
Depreciation and amortization (b)
|
444
|
|
|
446
|
|
|
(2
|
)
|
|
1,266
|
|
|
1,027
|
|
|
239
|
|
||||||
|
EBITDA before Adjustments
|
827
|
|
|
1,125
|
|
|
(298
|
)
|
|
2,948
|
|
|
1,479
|
|
|
1,469
|
|
||||||
|
Unrealized net (gain) loss resulting from hedging transactions
|
79
|
|
|
8
|
|
|
71
|
|
|
(625
|
)
|
|
207
|
|
|
(832
|
)
|
||||||
|
Generation plant retirement expenses
|
49
|
|
|
—
|
|
|
49
|
|
|
49
|
|
|
—
|
|
|
49
|
|
||||||
|
Fresh start/purchase accounting impacts
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|
26
|
|
|
26
|
|
|
—
|
|
||||||
|
Impacts of Tax Receivable Agreement
|
62
|
|
|
(17
|
)
|
|
79
|
|
|
26
|
|
|
65
|
|
|
(39
|
)
|
||||||
|
Reorganization items and restructuring expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
(62
|
)
|
||||||
|
Non-cash compensation expenses
|
12
|
|
|
14
|
|
|
(2
|
)
|
|
36
|
|
|
—
|
|
|
36
|
|
||||||
|
Transition and merger expenses
|
38
|
|
|
19
|
|
|
19
|
|
|
82
|
|
|
205
|
|
|
(123
|
)
|
||||||
|
Other, net
|
1
|
|
|
—
|
|
|
1
|
|
|
12
|
|
|
(4
|
)
|
|
16
|
|
||||||
|
Adjusted EBITDA
|
$
|
1,060
|
|
|
$
|
1,141
|
|
|
$
|
(81
|
)
|
|
$
|
2,554
|
|
|
$
|
2,040
|
|
|
$
|
514
|
|
|
(a)
|
Includes unrealized mark-to-market net gains/losses on interest rate swaps of $76 million net losses and $38 million net gains for the three months ended September 30, 2019 and 2018, respectively, and $275 million net losses and $123 million net gains for the nine months ended September 30, 2019 and 2018, respectively.
|
|
(b)
|
Includes nuclear fuel amortization in the ERCOT segment of $20 million and $20 million for the three months ended September 30, 2019 and 2018, respectively, and $53 million and $60 million for the nine months ended September 30, 2019 and 2018, respectively.
|
|
|
Three Months Ended September 30, 2019
|
||||||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
Asset
Closure
|
|
Eliminations / Corporate and Other
|
|
Vistra
Energy Consolidated
|
||||||||||||||||
|
Net income (loss)
|
$
|
573
|
|
|
$
|
(10
|
)
|
|
$
|
(62
|
)
|
|
$
|
21
|
|
|
$
|
(88
|
)
|
|
$
|
(8
|
)
|
|
$
|
(312
|
)
|
|
$
|
114
|
|
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45
|
|
|
45
|
|
||||||||
|
Interest expense and related charges (a)
|
8
|
|
|
(2
|
)
|
|
2
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
213
|
|
|
224
|
|
||||||||
|
Depreciation and amortization (b)
|
86
|
|
|
146
|
|
|
135
|
|
|
51
|
|
|
5
|
|
|
—
|
|
|
21
|
|
|
444
|
|
||||||||
|
EBITDA before Adjustments
|
667
|
|
|
134
|
|
|
75
|
|
|
73
|
|
|
(81
|
)
|
|
(8
|
)
|
|
(33
|
)
|
|
827
|
|
||||||||
|
Unrealized net (gain) loss resulting from hedging transactions
|
(769
|
)
|
|
682
|
|
|
139
|
|
|
5
|
|
|
43
|
|
|
—
|
|
|
(21
|
)
|
|
79
|
|
||||||||
|
Generation plant retirement expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
2
|
|
|
—
|
|
|
49
|
|
||||||||
|
Fresh start/purchase accounting impacts
|
(12
|
)
|
|
—
|
|
|
3
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
(1
|
)
|
|
(8
|
)
|
||||||||
|
Impacts of Tax Receivable Agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
62
|
|
||||||||
|
Non-cash compensation expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
12
|
|
||||||||
|
Transition and merger expenses
|
24
|
|
|
5
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
5
|
|
|
38
|
|
||||||||
|
Other, net
|
3
|
|
|
2
|
|
|
4
|
|
|
2
|
|
|
(1
|
)
|
|
1
|
|
|
(10
|
)
|
|
1
|
|
||||||||
|
Adjusted EBITDA
|
$
|
(87
|
)
|
|
$
|
823
|
|
|
$
|
222
|
|
|
$
|
81
|
|
|
$
|
11
|
|
|
$
|
(4
|
)
|
|
$
|
14
|
|
|
$
|
1,060
|
|
|
(a)
|
Includes $76 million of unrealized mark-to-market net losses on interest rate swaps.
|
|
(b)
|
Includes nuclear fuel amortization of $20 million in ERCOT segment.
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
Asset
Closure
|
|
Eliminations / Corporate and Other
|
|
Vistra
Energy Consolidated
|
||||||||||||||||
|
Net income (loss)
|
$
|
(86
|
)
|
|
$
|
643
|
|
|
$
|
62
|
|
|
$
|
47
|
|
|
$
|
(3
|
)
|
|
$
|
(4
|
)
|
|
$
|
(328
|
)
|
|
$
|
331
|
|
|
Income tax expense
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
—
|
|
|
194
|
|
|
194
|
|
|||||||||||
|
Interest expense and related charges (a)
|
3
|
|
|
(2
|
)
|
|
3
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
148
|
|
|
154
|
|
||||||||
|
Depreciation and amortization (b)
|
80
|
|
|
142
|
|
|
141
|
|
|
55
|
|
|
3
|
|
|
—
|
|
|
25
|
|
|
446
|
|
||||||||
|
EBITDA before Adjustments
|
(3
|
)
|
|
783
|
|
|
206
|
|
|
103
|
|
|
1
|
|
|
(4
|
)
|
|
39
|
|
|
1,125
|
|
||||||||
|
Unrealized net (gain) loss resulting from hedging transactions
|
154
|
|
|
(195
|
)
|
|
21
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
(4
|
)
|
|
8
|
|
||||||||
|
Fresh start accounting impacts
|
(15
|
)
|
|
—
|
|
|
(1
|
)
|
|
5
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
||||||||
|
Impacts of Tax Receivable Agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
(17
|
)
|
||||||||
|
Non-cash compensation expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
14
|
|
||||||||
|
Transition and merger expenses
|
—
|
|
|
3
|
|
|
5
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
9
|
|
|
19
|
|
||||||||
|
Other, net
|
5
|
|
|
6
|
|
|
9
|
|
|
2
|
|
|
2
|
|
|
(8
|
)
|
|
(16
|
)
|
|
—
|
|
||||||||
|
Adjusted EBITDA
|
$
|
141
|
|
|
$
|
597
|
|
|
$
|
240
|
|
|
$
|
111
|
|
|
$
|
39
|
|
|
$
|
(12
|
)
|
|
$
|
25
|
|
|
$
|
1,141
|
|
|
(a)
|
Includes $38 million of unrealized mark-to-market net gains on interest rate swaps.
|
|
(b)
|
Includes nuclear fuel amortization of $20 million in ERCOT segment.
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
Asset
Closure
|
|
Eliminations / Corporate and Other
|
|
Vistra
Energy Consolidated
|
||||||||||||||||
|
Net income (loss)
|
$
|
3
|
|
|
$
|
1,346
|
|
|
$
|
283
|
|
|
$
|
122
|
|
|
$
|
(42
|
)
|
|
$
|
(37
|
)
|
|
$
|
(983
|
)
|
|
$
|
692
|
|
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270
|
|
|
270
|
|
||||||||
|
Interest expense and related charges (a)
|
16
|
|
|
(7
|
)
|
|
8
|
|
|
2
|
|
|
5
|
|
|
—
|
|
|
696
|
|
|
720
|
|
||||||||
|
Depreciation and amortization (b)
|
204
|
|
|
438
|
|
|
399
|
|
|
155
|
|
|
11
|
|
|
—
|
|
|
59
|
|
|
1,266
|
|
||||||||
|
EBITDA before Adjustments
|
223
|
|
|
1,777
|
|
|
690
|
|
|
279
|
|
|
(26
|
)
|
|
(37
|
)
|
|
42
|
|
|
2,948
|
|
||||||||
|
Unrealized net (gain) loss resulting from hedging transactions
|
192
|
|
|
(616
|
)
|
|
(115
|
)
|
|
(33
|
)
|
|
(8
|
)
|
|
—
|
|
|
(45
|
)
|
|
(625
|
)
|
||||||||
|
Generation plant retirement expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47
|
|
|
2
|
|
|
—
|
|
|
49
|
|
||||||||
|
Fresh start/purchase accounting impacts
|
17
|
|
|
—
|
|
|
(2
|
)
|
|
3
|
|
|
11
|
|
|
—
|
|
|
(3
|
)
|
|
26
|
|
||||||||
|
Impacts of Tax Receivable Agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
||||||||
|
Non-cash compensation expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
36
|
|
|
36
|
|
||||||||
|
Transition and merger expenses
|
24
|
|
|
11
|
|
|
4
|
|
|
2
|
|
|
25
|
|
|
—
|
|
|
16
|
|
|
82
|
|
||||||||
|
Other, net
|
7
|
|
|
11
|
|
|
13
|
|
|
7
|
|
|
10
|
|
|
3
|
|
|
(39
|
)
|
|
12
|
|
||||||||
|
Adjusted EBITDA
|
$
|
463
|
|
|
$
|
1,183
|
|
|
$
|
590
|
|
|
$
|
258
|
|
|
$
|
59
|
|
|
$
|
(32
|
)
|
|
$
|
33
|
|
|
$
|
2,554
|
|
|
(a)
|
Includes $275 million of unrealized mark-to-market net losses on interest rate swaps.
|
|
(b)
|
Includes nuclear fuel amortization of $53 million in ERCOT segment.
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||||||||||||
|
|
Retail
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
|
Asset
Closure
|
|
Eliminations / Corporate and Other
|
|
Vistra
Energy Consolidated
|
||||||||||||||||
|
Net income (loss)
|
$
|
397
|
|
|
$
|
236
|
|
|
$
|
86
|
|
|
$
|
41
|
|
|
$
|
29
|
|
|
$
|
(24
|
)
|
|
$
|
(635
|
)
|
|
$
|
130
|
|
|
Income tax expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
31
|
|
||||||||
|
Interest expense and related charges (a)
|
3
|
|
|
13
|
|
|
5
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
268
|
|
|
291
|
|
||||||||
|
Depreciation and amortization (b)
|
237
|
|
|
355
|
|
|
266
|
|
|
104
|
|
|
6
|
|
|
—
|
|
|
59
|
|
|
1,027
|
|
||||||||
|
EBITDA before Adjustments
|
637
|
|
|
604
|
|
|
357
|
|
|
146
|
|
|
36
|
|
|
(24
|
)
|
|
(277
|
)
|
|
1,479
|
|
||||||||
|
Unrealized net (gain) loss resulting from hedging transactions
|
(38
|
)
|
|
207
|
|
|
20
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
207
|
|
||||||||
|
Fresh start accounting impacts
|
12
|
|
|
(4
|
)
|
|
(2
|
)
|
|
9
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
26
|
|
||||||||
|
Impacts of Tax Receivable Agreement
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
65
|
|
||||||||
|
Reorganization items and restructuring expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
62
|
|
||||||||
|
Transition and merger expenses
|
—
|
|
|
7
|
|
|
7
|
|
|
1
|
|
|
5
|
|
|
2
|
|
|
183
|
|
|
205
|
|
||||||||
|
Other, net
|
(16
|
)
|
|
(5
|
)
|
|
12
|
|
|
7
|
|
|
5
|
|
|
(7
|
)
|
|
—
|
|
|
(4
|
)
|
||||||||
|
Adjusted EBITDA
|
$
|
595
|
|
|
$
|
809
|
|
|
$
|
394
|
|
|
$
|
185
|
|
|
$
|
57
|
|
|
$
|
(29
|
)
|
|
$
|
29
|
|
|
$
|
2,040
|
|
|
(a)
|
Includes $123 million of unrealized mark-to-market net gains on interest rate swaps.
|
|
(b)
|
Includes nuclear fuel amortization of $60 million in ERCOT segment.
|
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
Change
|
|
Nine Months Ended
September 30,
|
|
Favorable (Unfavorable)
Change
|
||||||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||
|
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Revenues in ERCOT
|
$
|
1,600
|
|
|
$
|
1,362
|
|
|
$
|
238
|
|
|
$
|
3,716
|
|
|
$
|
3,423
|
|
|
$
|
293
|
|
|
Revenues in Northeast/Midwest
|
576
|
|
|
442
|
|
|
134
|
|
|
1,239
|
|
|
778
|
|
|
461
|
|
||||||
|
Amortization expense
|
12
|
|
|
15
|
|
|
(3
|
)
|
|
(7
|
)
|
|
(12
|
)
|
|
5
|
|
||||||
|
Other revenues
|
19
|
|
|
(6
|
)
|
|
25
|
|
|
66
|
|
|
50
|
|
|
16
|
|
||||||
|
Total operating revenues
|
2,207
|
|
|
1,813
|
|
|
394
|
|
|
5,014
|
|
|
4,239
|
|
|
775
|
|
||||||
|
Fuel, purchased power costs and delivery fees:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Purchases from affiliates
|
(1,451
|
)
|
|
(1,108
|
)
|
|
(343
|
)
|
|
(2,813
|
)
|
|
(2,169
|
)
|
|
(644
|
)
|
||||||
|
Unrealized net gains (losses) on hedging activities with affiliates
|
757
|
|
|
(130
|
)
|
|
887
|
|
|
(209
|
)
|
|
49
|
|
|
(258
|
)
|
||||||
|
Delivery fees
|
(497
|
)
|
|
(452
|
)
|
|
(45
|
)
|
|
(1,192
|
)
|
|
(1,167
|
)
|
|
(25
|
)
|
||||||
|
Other costs (b)
|
(167
|
)
|
|
1
|
|
|
(168
|
)
|
|
(169
|
)
|
|
(3
|
)
|
|
(166
|
)
|
||||||
|
Total fuel, purchased power costs and delivery fees
|
(1,358
|
)
|
|
(1,689
|
)
|
|
331
|
|
|
(4,383
|
)
|
|
(3,290
|
)
|
|
(1,093
|
)
|
||||||
|
Net income (loss)
|
$
|
573
|
|
|
$
|
(86
|
)
|
|
$
|
659
|
|
|
$
|
3
|
|
|
$
|
397
|
|
|
$
|
(394
|
)
|
|
Adjusted EBITDA
|
$
|
(87
|
)
|
|
$
|
141
|
|
|
$
|
(228
|
)
|
|
$
|
463
|
|
|
$
|
595
|
|
|
$
|
(132
|
)
|
|
Retail sales volumes (GWh):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Retail electricity sales volumes:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Sales volumes in ERCOT
|
15,251
|
|
|
13,263
|
|
|
1,988
|
|
|
35,727
|
|
|
33,316
|
|
|
2,411
|
|
||||||
|
Sales volumes in Northeast/Midwest
|
9,193
|
|
|
8,042
|
|
|
1,151
|
|
|
21,756
|
|
|
14,361
|
|
|
7,395
|
|
||||||
|
Total retail electricity sales volumes
|
24,444
|
|
|
21,305
|
|
|
3,139
|
|
|
57,483
|
|
|
47,677
|
|
|
9,806
|
|
||||||
|
Weather (North Texas average) - percent of normal (a):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Cooling degree days
|
106.0
|
%
|
|
99.0
|
%
|
|
|
|
96.0
|
%
|
|
106.0
|
%
|
|
|
||||||||
|
Heating degree days
|
—
|
%
|
|
—
|
%
|
|
|
|
111.0
|
%
|
|
106.0
|
%
|
|
|
||||||||
|
(a)
|
Weather data is obtained from Weatherbank, Inc. For the three and nine months ended September 30, 2019, normal is defined as the average over the 10-year period from September 2009 to September 2018. For the three and nine months ended September 30, 2018, normal is defined as the average over the 10-year period from September 2008 to September 2017.
|
|
(b)
|
For the three and nine months ended September 30, 2019, includes $176 million of third-party power purchases, primarily related to the recent Cruis Transaction.
|
|
|
Three Months Ended September 30, 2019
Compared to 2018
|
|
Nine Months Ended
September 30, 2019
Compared to 2018
|
||||
|
Unfavorable margins in ERCOT driven by increased power costs and timing of multi-year retail contracts due to backwardation of power curves
|
$
|
(243
|
)
|
|
$
|
(118
|
)
|
|
Impact of Crius acquired in July 2019
|
18
|
|
|
18
|
|
||
|
Favorable/(unfavorable) weather in ERCOT
|
7
|
|
|
(20
|
)
|
||
|
Other
|
(10
|
)
|
|
(12
|
)
|
||
|
Change in Adjusted EBITDA
|
$
|
(228
|
)
|
|
$
|
(132
|
)
|
|
Change in depreciation and amortization expenses (a)
|
(6
|
)
|
|
33
|
|
||
|
Favorable (unfavorable) impact of unrealized net losses on hedging activities
|
923
|
|
|
(230
|
)
|
||
|
Higher transition and merger and other expenses
|
(30
|
)
|
|
(65
|
)
|
||
|
Change in net income (loss)
|
$
|
659
|
|
|
$
|
(394
|
)
|
|
(a)
|
Nine months ended September 30, 2019 compared to 2018 driven by reduced amortization of the retail customer relationship.
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||||||||||
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Electricity sales
|
$
|
321
|
|
|
$
|
494
|
|
|
$
|
300
|
|
|
$
|
255
|
|
|
$
|
175
|
|
|
$
|
216
|
|
|
$
|
158
|
|
|
$
|
130
|
|
|
Capacity
|
—
|
|
|
—
|
|
|
24
|
|
|
164
|
|
|
23
|
|
|
79
|
|
|
5
|
|
|
15
|
|
||||||||
|
Sales to affiliates
|
1,090
|
|
|
709
|
|
|
247
|
|
|
229
|
|
|
28
|
|
|
16
|
|
|
86
|
|
|
124
|
|
||||||||
|
Rolloff of unrealized net gains (losses) representing positions settled in the current period
|
380
|
|
|
180
|
|
|
18
|
|
|
29
|
|
|
14
|
|
|
27
|
|
|
(8
|
)
|
|
4
|
|
||||||||
|
Unrealized net gains (losses) on hedging activities
|
(415
|
)
|
|
(158
|
)
|
|
(77
|
)
|
|
(46
|
)
|
|
(20
|
)
|
|
(33
|
)
|
|
(3
|
)
|
|
(10
|
)
|
||||||||
|
Unrealized net gains (losses) on hedging activities with affiliates
|
(646
|
)
|
|
170
|
|
|
(69
|
)
|
|
(11
|
)
|
|
(6
|
)
|
|
(1
|
)
|
|
(37
|
)
|
|
(28
|
)
|
||||||||
|
Other revenues
|
1
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
|
(5
|
)
|
||||||||
|
Operating revenues
|
731
|
|
|
1,396
|
|
|
443
|
|
|
620
|
|
|
214
|
|
|
301
|
|
|
197
|
|
|
230
|
|
||||||||
|
Fuel, purchased power costs and delivery fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Fuel for generation facilities and purchased power costs
|
(341
|
)
|
|
(421
|
)
|
|
(268
|
)
|
|
(326
|
)
|
|
(112
|
)
|
|
(149
|
)
|
|
(168
|
)
|
|
(179
|
)
|
||||||||
|
Fuel for generation facilities and purchased power costs from affiliates
|
|
|
|
|
(1
|
)
|
|
(2
|
)
|
|
(1
|
)
|
|
2
|
|
|
1
|
|
|
30
|
|
||||||||||
|
Unrealized (gains) losses from hedging activities
|
(1
|
)
|
|
3
|
|
|
(11
|
)
|
|
7
|
|
|
7
|
|
|
7
|
|
|
5
|
|
|
2
|
|
||||||||
|
Ancillary and other costs
|
(87
|
)
|
|
(40
|
)
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
(27
|
)
|
|
(2
|
)
|
|
(3
|
)
|
||||||||
|
Fuel, purchased power costs and delivery fees
|
(429
|
)
|
|
(458
|
)
|
|
(281
|
)
|
|
(321
|
)
|
|
(108
|
)
|
|
(167
|
)
|
|
(164
|
)
|
|
(150
|
)
|
||||||||
|
Net income (loss)
|
$
|
(10
|
)
|
|
$
|
643
|
|
|
$
|
(62
|
)
|
|
$
|
62
|
|
|
$
|
21
|
|
|
$
|
47
|
|
|
$
|
(88
|
)
|
|
$
|
(3
|
)
|
|
Adjusted EBITDA
|
$
|
823
|
|
|
$
|
597
|
|
|
$
|
222
|
|
|
$
|
240
|
|
|
$
|
81
|
|
|
$
|
111
|
|
|
$
|
11
|
|
|
$
|
39
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
|
Three Months Ended September 30,
|
||||||||||||||||||||||||||||||
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
Production volumes (GWh):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Natural gas facilities
|
12,924
|
|
|
11,992
|
|
|
10,532
|
|
|
10,097
|
|
|
4,953
|
|
|
6,030
|
|
|
|
|
|
||||||||||
|
Lignite and coal facilities
|
7,833
|
|
|
8,854
|
|
|
3,891
|
|
|
5,338
|
|
|
|
|
|
|
7,052
|
|
|
8,293
|
|
||||||||||
|
Nuclear facilities
|
5,274
|
|
|
5,197
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Solar/Battery facilities
|
137
|
|
|
132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Capacity factors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
CCGT facilities
|
69.5
|
%
|
|
67.9
|
%
|
|
76.3
|
%
|
|
68.3
|
%
|
|
47.4
|
%
|
|
55.2
|
%
|
|
|
|
|
||||||||||
|
Lignite and coal facilities
|
78.8
|
%
|
|
89.1
|
%
|
|
50.6
|
%
|
|
69.5
|
%
|
|
|
|
|
|
60.8
|
%
|
|
58.3
|
%
|
||||||||||
|
Nuclear facilities
|
103.8
|
%
|
|
102.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Weather - percent of normal (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cooling degree days
|
108
|
%
|
|
99
|
%
|
|
116
|
%
|
|
118.0
|
%
|
|
105.0
|
%
|
|
120.0
|
%
|
|
119.0
|
%
|
|
121.0
|
%
|
||||||||
|
Heating degree days
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
65.0
|
%
|
|
60.0
|
%
|
|
74.0
|
%
|
|
—
|
%
|
|
90.0
|
%
|
||||||||
|
Market pricing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Average ERCOT North power price ($/MWh)
|
$
|
71.13
|
|
|
$
|
34.67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Average Market On-Peak Power Prices ($MWh) (b):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
PJM West Hub
|
|
|
|
|
$
|
31.17
|
|
|
$
|
39.98
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
AEP Dayton Hub
|
|
|
|
|
$
|
32.28
|
|
|
$
|
40.25
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
NYISO Zone C
|
|
|
|
|
|
|
|
|
$
|
25.85
|
|
|
$
|
39.18
|
|
|
|
|
|
||||||||||||
|
Massachusetts Hub
|
|
|
|
|
|
|
|
|
$
|
29.69
|
|
|
$
|
43.80
|
|
|
|
|
|
||||||||||||
|
Indiana Hub
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
32.00
|
|
|
$
|
38.85
|
|
||||||||||||
|
Northern Illinois Hub
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
29.79
|
|
|
$
|
37.01
|
|
||||||||||||
|
Average natural gas price - (c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
TetcoM3 ($/MMBtu)
|
|
|
|
|
$
|
1.87
|
|
|
$
|
2.50
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Algonquin Citygates ($/MMBtu)
|
|
|
|
|
|
|
|
|
$
|
2.09
|
|
|
$
|
2.98
|
|
|
|
|
|
||||||||||||
|
|
Three Months Ended September 30, 2019
Compared to 2018
|
||||||||||||||
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
||||||||
|
Favorable/(unfavorable) change in revenue net of fuel
|
$
|
241
|
|
|
$
|
(20
|
)
|
|
$
|
(26
|
)
|
|
$
|
(38
|
)
|
|
Favorable/(unfavorable) change in other operating costs
|
(13
|
)
|
|
7
|
|
|
(2
|
)
|
|
4
|
|
||||
|
Favorable/(unfavorable) change in selling, general and administrative expenses
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
6
|
|
||||
|
Other
|
—
|
|
|
(3
|
)
|
|
(2
|
)
|
|
—
|
|
||||
|
Change in Adjusted EBITDA
|
$
|
226
|
|
|
$
|
(18
|
)
|
|
$
|
(30
|
)
|
|
$
|
(28
|
)
|
|
Favorable/(unfavorable) change in depreciation and amortization
|
(4
|
)
|
|
6
|
|
|
4
|
|
|
(2
|
)
|
||||
|
Unrealized net losses on hedging activities
|
(877
|
)
|
|
(118
|
)
|
|
(5
|
)
|
|
(11
|
)
|
||||
|
Fresh start/purchase accounting impacts
|
—
|
|
|
4
|
|
|
5
|
|
|
1
|
|
||||
|
Transition and merger expenses
|
2
|
|
|
4
|
|
|
—
|
|
|
—
|
|
||||
|
Generation plant retirement expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||
|
Other
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
2
|
|
||||
|
Change in Net income
|
$
|
(653
|
)
|
|
$
|
(124
|
)
|
|
$
|
(26
|
)
|
|
$
|
(85
|
)
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||||||
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
Operating revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Electricity Sales
|
$
|
908
|
|
|
$
|
939
|
|
|
$
|
864
|
|
|
$
|
462
|
|
|
$
|
549
|
|
|
$
|
331
|
|
|
$
|
459
|
|
|
$
|
211
|
|
|
Capacity
|
—
|
|
|
—
|
|
|
144
|
|
|
283
|
|
|
175
|
|
|
162
|
|
|
30
|
|
|
44
|
|
||||||||
|
Sales to affiliates
|
1,840
|
|
|
1,459
|
|
|
678
|
|
|
397
|
|
|
72
|
|
|
31
|
|
|
223
|
|
|
240
|
|
||||||||
|
Rolloff of unrealized net gains (losses) representing positions settled in the current period
|
370
|
|
|
348
|
|
|
3
|
|
|
44
|
|
|
(20
|
)
|
|
23
|
|
|
(28
|
)
|
|
1
|
|
||||||||
|
Unrealized net gains (losses) on hedging activities
|
100
|
|
|
(518
|
)
|
|
55
|
|
|
(55
|
)
|
|
40
|
|
|
(50
|
)
|
|
41
|
|
|
(25
|
)
|
||||||||
|
Unrealized net gains (losses) on hedging activities with affiliates
|
136
|
|
|
(37
|
)
|
|
89
|
|
|
(27
|
)
|
|
—
|
|
|
(5
|
)
|
|
(15
|
)
|
|
20
|
|
||||||||
|
Other revenues
|
2
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|
(3
|
)
|
||||||||
|
Operating revenues
|
3,356
|
|
|
2,190
|
|
|
1,833
|
|
|
1,104
|
|
|
813
|
|
|
487
|
|
|
697
|
|
|
488
|
|
||||||||
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||||||||
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
||||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||||||
|
Fuel, purchased power costs and delivery fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Fuel for generation facilities and purchased power costs
|
(928
|
)
|
|
(976
|
)
|
|
(828
|
)
|
|
(569
|
)
|
|
(443
|
)
|
|
(258
|
)
|
|
(440
|
)
|
|
(313
|
)
|
||||||||
|
Fuel for generation facilities and purchased power costs from affiliates
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(8
|
)
|
|
(1
|
)
|
|
—
|
|
|
1
|
|
|
30
|
|
||||||||
|
Unrealized (gains) losses from hedging activities
|
10
|
|
|
—
|
|
|
(32
|
)
|
|
18
|
|
|
13
|
|
|
10
|
|
|
10
|
|
|
4
|
|
||||||||
|
Ancillary and other costs
|
(144
|
)
|
|
(109
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(5
|
)
|
|
(28
|
)
|
|
(7
|
)
|
|
(4
|
)
|
||||||||
|
Fuel, purchased power costs and delivery fees
|
(1,062
|
)
|
|
(1,085
|
)
|
|
(862
|
)
|
|
(560
|
)
|
|
(436
|
)
|
|
(276
|
)
|
|
(436
|
)
|
|
(283
|
)
|
||||||||
|
Net income (loss)
|
$
|
1,346
|
|
|
$
|
236
|
|
|
$
|
283
|
|
|
$
|
86
|
|
|
$
|
122
|
|
|
$
|
41
|
|
|
$
|
(42
|
)
|
|
$
|
29
|
|
|
Adjusted EBITDA
|
$
|
1,183
|
|
|
$
|
809
|
|
|
$
|
590
|
|
|
$
|
394
|
|
|
$
|
258
|
|
|
$
|
185
|
|
|
$
|
59
|
|
|
$
|
57
|
|
|
Production volumes (GWh):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Natural gas facilities
|
30,255
|
|
|
26,413
|
|
|
27,989
|
|
|
17,969
|
|
|
13,593
|
|
|
9,795
|
|
|
|
|
|
||||||||||
|
Lignite and coal facilities
|
20,613
|
|
|
21,257
|
|
|
11,535
|
|
|
8,717
|
|
|
|
|
|
|
19,321
|
|
|
14,633
|
|
||||||||||
|
Nuclear facilities
|
13,951
|
|
|
15,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Solar/Battery facilities
|
354
|
|
|
266
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Capacity factors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
CCGT facilities
|
55.9
|
%
|
|
59.6
|
%
|
|
70.2
|
%
|
|
66.7
|
%
|
|
43.9
|
%
|
|
48.0
|
%
|
|
|
|
|
||||||||||
|
Lignite and coal facilities
|
69.9
|
%
|
|
75.7
|
%
|
|
50.6
|
%
|
|
59.6
|
%
|
|
|
|
|
|
56.1
|
%
|
|
59.4
|
%
|
||||||||||
|
Nuclear facilities
|
92.6
|
%
|
|
104.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Weather - percent of normal (a):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Cooling degree days
|
100.0
|
%
|
|
102.0
|
%
|
|
109.0
|
%
|
|
118.0
|
%
|
|
100.0
|
%
|
|
116.0
|
%
|
|
110.0
|
%
|
|
133.0
|
%
|
||||||||
|
Heating degree days
|
110.0
|
%
|
|
104.0
|
%
|
|
97.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
98.0
|
%
|
|
96.0
|
%
|
||||||||
|
Market pricing:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Average ERCOT North power price ($/MWh)
|
$
|
40.38
|
|
|
$
|
29.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Average Market On-Peak Power Prices ($MWh) (b):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
PJM West Hub
|
|
|
|
|
$
|
31.22
|
|
|
$
|
42.59
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
AEP Dayton Hub
|
|
|
|
|
$
|
31.27
|
|
|
$
|
40.57
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
NYISO Zone C
|
|
|
|
|
|
|
|
|
$
|
27.15
|
|
|
$
|
37.01
|
|
|
|
|
|
||||||||||||
|
Massachusetts Hub
|
|
|
|
|
|
|
|
|
$
|
34.83
|
|
|
$
|
48.87
|
|
|
|
|
|
||||||||||||
|
Indiana Hub
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
31.87
|
|
|
$
|
38.13
|
|
||||||||||||
|
Northern Illinois Hub
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
28.81
|
|
|
$
|
33.98
|
|
||||||||||||
|
Average natural gas price - (c)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
TetcoM3 ($/MMBtu)
|
|
|
|
|
$
|
2.47
|
|
|
$
|
3.73
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Algonquin Citygates ($/MMBtu)
|
|
|
|
|
|
|
|
|
$
|
3.16
|
|
|
$
|
4.78
|
|
|
|
|
|
||||||||||||
|
(a)
|
Reflects cooling degree days or heating degree days for the region based on Weather Services International (WSI) data.
|
|
(b)
|
Reflects the average of day-ahead quoted prices for the periods presented and does not necessarily reflect prices we realized.
|
|
(c)
|
Reflects the average of daily quoted prices for the periods presented and does not reflect costs incurred by us.
|
|
|
Nine Months Ended September 30, 2019
Compared to 2018
|
||||||||||||||
|
|
ERCOT
|
|
PJM
|
|
NY/NE
|
|
MISO
|
||||||||
|
Favorable impact related to operations acquired in the Merger (a)
|
$
|
—
|
|
|
$
|
201
|
|
|
$
|
86
|
|
|
$
|
47
|
|
|
Favorable/(unfavorable) change in revenue net of fuel
|
365
|
|
|
1
|
|
|
(7
|
)
|
|
(73
|
)
|
||||
|
Favorable/(unfavorable) change in other operating costs
|
(22
|
)
|
|
1
|
|
|
(3
|
)
|
|
25
|
|
||||
|
Favorable/(unfavorable) change in selling. general and administrative expenses
|
13
|
|
|
(4
|
)
|
|
—
|
|
|
2
|
|
||||
|
Other
|
18
|
|
|
(3
|
)
|
|
(3
|
)
|
|
1
|
|
||||
|
Change in Adjusted EBITDA
|
$
|
374
|
|
|
$
|
196
|
|
|
$
|
73
|
|
|
$
|
2
|
|
|
Unfavorable change in depreciation and amortization
|
(83
|
)
|
|
(133
|
)
|
|
(51
|
)
|
|
(5
|
)
|
||||
|
Unrealized net gains on hedging activities
|
823
|
|
|
135
|
|
|
55
|
|
|
8
|
|
||||
|
Fresh start/purchase accounting impacts
|
4
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
|
Transition and merger expenses
|
(4
|
)
|
|
3
|
|
|
(1
|
)
|
|
(20
|
)
|
||||
|
Generation plant retirement expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
||||
|
Other
|
(4
|
)
|
|
(4
|
)
|
|
(1
|
)
|
|
(9
|
)
|
||||
|
Change in Net income
|
$
|
1,110
|
|
|
$
|
197
|
|
|
$
|
81
|
|
|
$
|
(71
|
)
|
|
(a)
|
Impact related to PJM, NY/NE and MISO operations acquired in the Merger are the combined results for the first quarter of 2019, for which there is no comparable period for 2018 due to the Merger date of April 9, 2018.
|
|
|
Three Months Ended September 30,
|
|
Favorable (Unfavorable)
Change
|
|
Nine Months Ended
September 30,
|
|
Favorable (Unfavorable)
Change
|
||||||||||||||||
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||
|
Operating revenues
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
(48
|
)
|
|
Fuel, purchased power costs and delivery fees
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
37
|
|
||||||
|
Operating costs
|
(4
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|
(25
|
)
|
|
(33
|
)
|
|
8
|
|
||||||
|
Selling, general and administrative expenses
|
(5
|
)
|
|
—
|
|
|
(5
|
)
|
|
(14
|
)
|
|
(4
|
)
|
|
(10
|
)
|
||||||
|
Operating loss
|
(9
|
)
|
|
(4
|
)
|
|
(5
|
)
|
|
(39
|
)
|
|
(26
|
)
|
|
(13
|
)
|
||||||
|
Other income
|
1
|
|
|
—
|
|
|
1
|
|
|
2
|
|
|
2
|
|
|
—
|
|
||||||
|
Net loss
|
$
|
(8
|
)
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
$
|
(37
|
)
|
|
$
|
(24
|
)
|
|
$
|
(13
|
)
|
|
Adjusted EBITDA
|
$
|
(4
|
)
|
|
$
|
(12
|
)
|
|
$
|
8
|
|
|
$
|
(32
|
)
|
|
$
|
(29
|
)
|
|
$
|
(3
|
)
|
|
Production volumes (GWh)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,513
|
|
|
(1,513
|
)
|
||||||
|
|
Nine Months Ended September 30,
|
||||||
|
|
2019
|
|
2018
|
||||
|
Commodity contract net asset (liability) at beginning of period
|
$
|
(850
|
)
|
|
$
|
(96
|
)
|
|
Settlements/termination of positions (a)
|
321
|
|
|
416
|
|
||
|
Changes in fair value of positions in the portfolio (b)
|
304
|
|
|
(623
|
)
|
||
|
Acquired commodity contracts (c)
|
(22
|
)
|
|
(452
|
)
|
||
|
Other activity (d)
|
(131
|
)
|
|
72
|
|
||
|
Commodity contract net asset (liability) at end of period
|
$
|
(378
|
)
|
|
$
|
(683
|
)
|
|
(a)
|
Represents reversals of previously recognized unrealized gains and losses upon settlement/termination (offsets realized gains and losses recognized in the settlement period). The nine months ended September 30, 2019 and 2018 include reversals of $1 million of unrealized losses and $10 million of previously recorded unrealized gains related to Vistra Energy beginning balances. The nine months ended September 30, 2019 and 2018 also include reversals of $116 million and $315 million, respectively, of previously recorded unrealized losses related to commodity contracts acquired in the Merger. Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into, and settled, in the same month.
|
|
(b)
|
Represents unrealized net gains (losses) recognized, reflecting the effect of changes in fair value. Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into, and settled, in the same month.
|
|
(c)
|
Includes fair value of commodity contracts acquired on the Crius Acquisition Date in 2019 and on the Merger Date in 2018 (see Note 2 to the Financial Statements).
|
|
(d)
|
Represents changes in fair value of positions due to receipt or payment of cash not reflected in unrealized gains or losses. Amounts are generally related to premiums related to options purchased or sold as well as certain margin deposits classified as settlement for certain transactions executed on the CME.
|
|
|
|
Maturity dates of unrealized commodity contract net liability at September 30, 2019
|
||||||||||||||||||
|
Source of fair value
|
|
Less than
1 year
|
|
1-3 years
|
|
4-5 years
|
|
Excess of
5 years
|
|
Total
|
||||||||||
|
Prices actively quoted
|
|
$
|
(35
|
)
|
|
$
|
1
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
|
$
|
(47
|
)
|
|
Prices provided by other external sources
|
|
(304
|
)
|
|
26
|
|
|
(1
|
)
|
|
—
|
|
|
(279
|
)
|
|||||
|
Prices based on models
|
|
—
|
|
|
7
|
|
|
13
|
|
|
(72
|
)
|
|
(52
|
)
|
|||||
|
Total
|
|
$
|
(339
|
)
|
|
$
|
34
|
|
|
$
|
(1
|
)
|
|
$
|
(72
|
)
|
|
$
|
(378
|
)
|
|
•
|
the issuance of $4.6 billion principal amount of Vistra Operations senior secured and unsecured notes in 2019 compared to the issuance of $1.0 billion principal amount of Vistra Operations senior unsecured notes in 2018;
|
|
•
|
redemption in 2018 of $850 million principal amount of senior unsecured notes assumed in the Merger;
|
|
•
|
the amendment to the Vistra Operations Credit Facilities in 2018, including the repayment of $500 million of term loans;
|
|
•
|
$89 million net decrease in incremental borrowings under the accounts receivable securitization program;
|
|
•
|
$46 million decrease in debt tender offer and other financing fees in 2019 compared to 2018,
|
|
•
|
cash tender offers and early redemptions to purchase senior unsecured notes assumed in the Merger of $2.5 billion in 2019 compared to $1.5 billion in 2018;
|
|
•
|
repayment of approximately $2.0 billion of term loans under the Vistra Operations Credit Facilities in 2019;
|
|
•
|
$218 million increase in cash paid for share repurchases in 2019 compared to 2018, and
|
|
•
|
$181 million of cash dividend paid to stockholders.
|
|
|
September 30, 2019
|
|
December 31, 2018
|
|
Change
|
||||||
|
Cash and cash equivalents
|
$
|
707
|
|
|
$
|
636
|
|
|
$
|
71
|
|
|
Vistra Operations Credit Facilities — Revolving Credit Facility
|
1,844
|
|
|
1,135
|
|
|
709
|
|
|||
|
Vistra Operations — Alternative Letter of Credit Facility
|
11
|
|
|
—
|
|
|
11
|
|
|||
|
Total available liquidity
|
$
|
2,562
|
|
|
$
|
1,771
|
|
|
$
|
791
|
|
|
•
|
$236 million in cash has been posted with counterparties as compared to $361 million posted at December 31, 2018;
|
|
•
|
$8 million in cash has been received from counterparties as compared to $4 million received at December 31, 2018;
|
|
•
|
$1.224 billion in letters of credit have been posted with counterparties as compared to $1.185 billion posted at December 31, 2018, and
|
|
•
|
$13 million in letters of credit have been received from counterparties as compared to $12 million received at December 31, 2018.
|
|
Item 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
Exposure
Before Credit
Collateral
|
|
Credit
Collateral
|
|
Net
Exposure
|
||||||
|
Investment grade
|
$
|
206
|
|
|
$
|
—
|
|
|
$
|
206
|
|
|
Below investment grade or no rating
|
51
|
|
|
8
|
|
|
43
|
|
|||
|
Totals
|
$
|
257
|
|
|
$
|
8
|
|
|
$
|
249
|
|
|
•
|
the actions and decisions of judicial and regulatory authorities;
|
|
•
|
prohibitions and other restrictions on our operations due to the terms of our agreements;
|
|
•
|
prevailing federal, state and local governmental policies and regulatory actions, including those of the legislatures and other government actions of states in which we operate, the U.S. Congress, the FERC, the North American Electric Reliability Corporation, the Texas Reliability Entity, Inc., the public utility commissions of states and locales in which we operate, CAISO, ERCOT, ISO-NE, MISO, NYISO, PJM, the RCT, the NRC, the EPA, the environmental regulatory bodies of states in which we operate, the U.S. Mine Safety and Health Administration and the U.S. Commodity Futures Trading Commission, with respect to, among other things:
|
|
◦
|
allowed prices;
|
|
◦
|
industry, market and rate structure;
|
|
◦
|
purchased power and recovery of investments;
|
|
◦
|
operations of nuclear generation facilities;
|
|
◦
|
operations of fossil-fueled generation facilities;
|
|
◦
|
operations of mines;
|
|
◦
|
acquisition and disposal of assets and facilities;
|
|
◦
|
development, construction and operation of facilities;
|
|
◦
|
decommissioning costs;
|
|
◦
|
present or prospective wholesale and retail competition;
|
|
◦
|
changes in federal, state and local tax laws, rates and policies, including additional regulation, interpretations, amendments, or technical corrections to The Tax Cuts and Jobs Act of 2017;
|
|
◦
|
changes in and compliance with environmental and safety laws and policies, including National Ambient Air Quality Standards, the Cross-State Air Pollution Rule, the Mercury and Air Toxics Standard, regional haze program implementation and greenhouse gas and other climate change initiatives, and
|
|
◦
|
clearing over-the-counter derivatives through exchanges and posting of cash collateral therewith;
|
|
•
|
expectations regarding, or impacts of, environmental matters, including costs of compliance, availability and adequacy of emission credits, and the impact of ongoing proceedings and potential regulations or changes to current regulations, including those relating to climate change, air emissions, cooling water intake structures, coal combustion byproducts, and other laws and regulations that we are, or could become, subject to, which could increase our costs, result in an impairment of our assets, cause us to limit or terminate the operation of certain of our facilities, or otherwise have a negative financial effect;
|
|
•
|
legal and administrative proceedings and settlements;
|
|
•
|
general industry trends;
|
|
•
|
economic conditions, including the impact of an economic downturn;
|
|
•
|
weather conditions, including drought and limitations on access to water, and other natural phenomena, and acts of sabotage, wars or terrorist or cybersecurity threats or activities;
|
|
•
|
our ability to collect trade receivables from counterparties;
|
|
•
|
our ability to attract and retain profitable customers;
|
|
•
|
our ability to profitably serve our customers;
|
|
•
|
restrictions on competitive retail pricing;
|
|
•
|
changes in wholesale electricity prices or energy commodity prices, including the price of natural gas;
|
|
•
|
changes in prices of transportation of natural gas, coal, fuel oil and other refined products;
|
|
•
|
sufficiency of, access to, and costs associated with coal, fuel oil, and natural gas inventories and transportation and storage thereof;
|
|
•
|
changes in the ability of vendors to provide or deliver commodities as needed;
|
|
•
|
beliefs and assumptions about the benefits of state- or federal-based subsidies to our market competition, and the corresponding impacts on us, including if such subsidies are disproportionately available to our competitors;
|
|
•
|
the effects of, or changes to, market design and the power and capacity procurement processes in the markets in which we operate;
|
|
•
|
changes in market heat rates in the CAISO, ERCOT, ISO-NE, MISO, NYISO and PJM electricity markets;
|
|
•
|
our ability to effectively hedge against unfavorable commodity prices, including the price of natural gas, market heat rates and interest rates;
|
|
•
|
population growth or decline, or changes in market supply or demand and demographic patterns, particularly in ERCOT, MISO and PJM;
|
|
•
|
our ability to mitigate forced outage risk, including managing risk associated with Capacity Performance in PJM and performance incentives in ISO-NE;
|
|
•
|
efforts to identify opportunities to reduce congestion and improve busbar power prices;
|
|
•
|
access to adequate transmission facilities to meet changing demands;
|
|
•
|
changes in interest rates, commodity prices, rates of inflation or foreign exchange rates;
|
|
•
|
changes in operating expenses, liquidity needs and capital expenditures;
|
|
•
|
commercial bank market and capital market conditions and the potential impact of disruptions in U.S. and international credit markets;
|
|
•
|
access to capital, the attractiveness of the cost and other terms of such capital and the success of financing and refinancing efforts, including availability of funds in capital markets;
|
|
•
|
our ability to maintain prudent financial leverage;
|
|
•
|
our ability to generate sufficient cash flow to make principal and interest payments in respect of, or refinance, our debt obligations;
|
|
•
|
our ability to implement our growth strategy, including the completion and integration of mergers, acquisitions and/or joint venture activity and identification and completion of sales and divestitures activity;
|
|
•
|
competition for new energy development and other business opportunities;
|
|
•
|
inability of various counterparties to meet their obligations with respect to our financial instruments;
|
|
•
|
counterparties' collateral demands and other factors affecting our liquidity position and financial condition;
|
|
•
|
changes in technology (including large scale electricity storage) used by and services offered by us;
|
|
•
|
changes in electricity transmission that allow additional power generation to compete with our generation assets;
|
|
•
|
our ability to attract and retain qualified employees;
|
|
•
|
significant changes in our relationship with our employees, including the availability of qualified personnel, and the potential adverse effects if labor disputes or grievances were to occur;
|
|
•
|
changes in assumptions used to estimate costs of providing employee benefits, including medical and dental benefits, pension and other postretirement employee benefits, and future funding requirements related thereto, including joint and several liability exposure under ERISA;
|
|
•
|
hazards customary to the industry and the possibility that we may not have adequate insurance to cover losses resulting from such hazards;
|
|
•
|
the impact of our obligations under the TRA;
|
|
•
|
our ability to optimize our assets through targeted investment in cost-effective technology enhancements and operations performance initiatives;
|
|
•
|
our ability to effectively and efficiently plan, prepare for and execute expected asset retirements and reclamation obligations and the impacts thereof;
|
|
•
|
our ability to successfully complete the integration of businesses acquired by Vistra Energy, including Dynegy, Crius and Ambit, and our ability to successfully capture the full amount of projected operational and financial synergies relating to such transactions; and
|
|
•
|
actions by credit rating agencies.
|
|
Item 4.
|
CONTROLS AND PROCEDURES
|
|
Item 1.
|
LEGAL PROCEEDINGS
|
|
Item 1A.
|
RISK FACTORS
|
|
Item 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of a Publicly Announced Program
|
|
Maximum Dollar Amount of Shares that may yet be Purchased under the Program (in millions)
|
||||||
|
July 1 - July 31, 2019
|
|
3,395,901
|
|
|
$
|
22.16
|
|
|
3,395,901
|
|
|
$
|
449
|
|
|
August 1 - August 31, 2019
|
|
2,889,120
|
|
|
$
|
22.95
|
|
|
2,889,120
|
|
|
$
|
383
|
|
|
September 1 - September 30, 2019
|
|
1,122,178
|
|
|
$
|
26.16
|
|
|
1,122,178
|
|
|
$
|
353
|
|
|
For the quarter ended September 30, 2019
|
|
7,407,199
|
|
|
$
|
23.07
|
|
|
7,407,199
|
|
|
$
|
353
|
|
|
Item 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
Item 4.
|
MINE SAFETY DISCLOSURES
|
|
Item 5.
|
OTHER INFORMATION
|
|
Item 6.
|
EXHIBITS
|
|
(a)
|
Exhibits filed or furnished as part of Part II are:
|
|
Exhibits
|
|
Previously Filed With File Number*
|
|
As
Exhibit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4)
|
|
Instruments Defining the Rights of Security Holders, Including Indentures
|
||||||
|
|
|
|
|
|
|
|
|
|
|
4.1
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.6
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.7
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.8
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.9
|
|
001-38086
Form 8-K
(filed July 19, 2019)
|
|
4.1
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.10
|
|
001-38086
Form 8-K
(filed July 19, 2019)
|
|
4.2
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10)
|
|
Material Contracts
|
||||||
|
|
|
|
|
|
|
|
|
|
|
10.1
|
|
001-38086
Form 8-K
(filed September 19, 2019)
|
|
10.1
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31)
|
|
Rule 13a-14(a) / 15d-14(a) Certifications
|
||||||
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibits
|
|
Previously Filed With File Number*
|
|
As
Exhibit
|
|
|
|
|
|
(32)
|
|
Section 1350 Certifications
|
||||||
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
***
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
***
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(95)
|
|
Mine Safety Disclosures
|
||||||
|
|
|
|
|
|
|
|
|
|
|
95.1
|
|
**
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
XBRL Data Files
|
||||||
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
**
|
|
|
|
—
|
|
The following financial information from Vistra Energy Corp.'s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Statements of Consolidated Income, (ii) the Condensed Statements of Consolidated Comprehensive Income, (iii) the Condensed Statements of Consolidated Cash Flows, (iv) the Condensed Consolidated Balance Sheets and (v) the Notes to the Condensed 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
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
Vistra Energy Corp.
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ CHRISTY DOBRY
|
|
|
|
Name:
|
|
Christy Dobry
|
|
|
|
Title:
|
|
Vice President and Controller
|
|
|
|
|
|
(Principal Accounting Officer)
|
|
|
CORE SOLAR SPV I, LLC
MOSS LANDING ENERGY STORAGE 1, LLC
|
|
VISTRA INSURANCE SOLUTIONS LLC
|
|
VOLT ASSET COMPANY, INC.
VOLT VENTURES LLC,
|
|
as the Guaranteeing Subsidiaries
|
|
ANP BELLINGHAM ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES, LLC
|
|
ANP BLACKSTONE ENERGY COMPANY, LLC
|
ILLINOVA CORPORATION
|
|
BIG BROWN POWER COMPANY LLC
|
IPH, LLC
|
|
CALUMET ENERGY TEAM, LLC
|
KINCAID GENERATION, L.L.C.
|
|
CASCO BAY ENERGY COMPANY, LLC
|
LA FRONTERA HOLDINGS, LLC
|
|
COFFEEN AND WESTERN RAILROAD COMPANY
|
LAKE ROAD GENERATING COMPANY, LLC
|
|
COLETO CREEK POWER, LLC
|
LIBERTY ELECTRIC POWER, LLC
|
|
COMANCHE PEAK POWER COMPANY LLC
|
LONE STAR ENERGY COMPANY, INC.
|
|
DALLAS POWER & LIGHT COMPANY, INC.
|
LONE STAR PIPELINE COMPANY, INC.
|
|
DYNEGY ADMINISTRATIVE SERVICES COMPANY
|
LUMINANT ENERGY COMPANY LLC
|
|
DYNEGY ASSOCIATES NORTHEAST LP, INC.
|
LUMINANT ENERGY TRADING CALIFORNIA COMPANY
|
|
DYNEGY COAL GENERATION, LLC
|
LUMINANT ET SERVICES COMPANY LLC
|
|
DYNEGY COAL HOLDCO, LLC
|
LUMINANT GENERATION COMPANY LLC
|
|
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
|
LUMINANT MINING COMPANY LLC
|
|
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
|
MASSPOWER, LLC
|
|
DYNEGY CONESVILLE, LLC
|
MIDLOTHIAN ENERGY, LLC
|
|
DYNEGY DICKS CREEK, LLC
|
MILFORD POWER COMPANY, LLC
|
|
DYNEGY ENERGY SERVICES (EAST), LLC
|
NCA RESOURCES DEVELOPMENT COMPANY LLC
|
|
DYNEGY ENERGY SERVICES, LLC
|
NEPCO SERVICES COMPANY
|
|
DYNEGY FAYETTE II, LLC
|
NORTHEASTERN POWER COMPANY
|
|
DYNEGY GAS IMPORTS, LLC
|
OAK GROVE MANAGEMENT COMPANY LLC
|
|
DYNEGY HANGING ROCK II, LLC
|
ONTELAUNEE POWER OPERATING COMPANY, LLC
|
|
DYNEGY KENDALL ENERGY, LLC
|
PLEASANTS ENERGY, LLC
|
|
DYNEGY KILLEN, LLC
|
RICHLAND-STRYKER GENERATION LLC
|
|
DYNEGY MARKETING AND TRADE, LLC
|
SANDOW POWER COMPANY LLC
|
|
DYNEGY MIAMI FORT, LLC
|
SITHE ENERGIES, INC.
|
|
DYNEGY MIDWEST GENERATION, LLC
|
SITHE/INDEPENDENCE LLC
|
|
DYNEGY MORRO BAY, LLC
|
SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY MOSS LANDING, LLC
|
TEXAS ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY NORTHEAST GENERATION GP, INC.
|
TEXAS ENERGY INDUSTRIES COMPANY, INC.
|
|
DYNEGY OAKLAND, LLC
|
TEXAS POWER & LIGHT COMPANY, INC.
|
|
DYNEGY OPERATING COMPANY
|
TEXAS UTILITIES COMPANY, INC.
|
|
DYNEGY POWER GENERATION INC.
|
TEXAS UTILITIES ELECTRIC COMPANY, INC.
|
|
DYNEGY POWER MARKETING, LLC
|
T-FUELS, LLC
|
|
DYNEGY POWER, LLC
|
TXU ELECTRIC COMPANY, INC.
|
|
DYNEGY RESOURCE II, LLC
|
TXU ENERGY RETAIL COMPANY LLC
|
|
DYNEGY RESOURCES GENERATING HOLDCO, LLC
|
TXU RETAIL SERVICES COMPANY
|
|
DYNEGY SOUTH BAY, LLC
|
UPTON COUNTY SOLAR 2, LLC
|
|
DYNEGY STUART, LLC
|
VALUE BASED BRANDS LLC
|
|
DYNEGY WASHINGTON II, LLC
|
VISTRA ASSET COMPANY LLC
|
|
DYNEGY ZIMMER, LLC
|
VISTRA CORPORATE SERVICES COMPANY
|
|
ENNIS POWER COMPANY, LLC
|
VISTRA EP PROPERTIES COMPANY
|
|
EQUIPOWER RESOURCES CORP.
|
VISTRA FINANCE CORP.
|
|
GENERATION SVC COMPANY
|
VISTRA INTERMEDIATE COMPANY LLC
|
|
HAVANA DOCK ENTERPRISES, LLC
|
VISTRA OPERATIONS COMPANY LLC
|
|
HAYS ENERGY, LLC
|
VISTRA PREFERRED INC.
|
|
Name
|
Jurisdiction
|
|
Core Solar SPV I, LLC
|
Delaware
|
|
Moss Landing Energy Storage 1, LLC
|
Delaware
|
|
Vistra Insurance Solutions LLC
|
Texas
|
|
Volt Asset Company, Inc.
|
Delaware
|
|
Volt Ventures LLC
|
Texas
|
|
CORE SOLAR SPV I, LLC
MOSS LANDING ENERGY STORAGE 1, LLC
|
|
VISTRA INSURANCE SOLUTIONS LLC
|
|
VOLT ASSET COMPANY, INC.
VOLT VENTURES LLC,
|
|
as the Guaranteeing Subsidiaries
|
|
ANP BELLINGHAM ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES, LLC
|
|
ANP BLACKSTONE ENERGY COMPANY, LLC
|
ILLINOVA CORPORATION
|
|
BIG BROWN POWER COMPANY LLC
|
IPH, LLC
|
|
CALUMET ENERGY TEAM, LLC
|
KINCAID GENERATION, L.L.C.
|
|
CASCO BAY ENERGY COMPANY, LLC
|
LA FRONTERA HOLDINGS, LLC
|
|
COFFEEN AND WESTERN RAILROAD COMPANY
|
LAKE ROAD GENERATING COMPANY, LLC
|
|
COLETO CREEK POWER, LLC
|
LIBERTY ELECTRIC POWER, LLC
|
|
COMANCHE PEAK POWER COMPANY LLC
|
LONE STAR ENERGY COMPANY, INC.
|
|
DALLAS POWER & LIGHT COMPANY, INC.
|
LONE STAR PIPELINE COMPANY, INC.
|
|
DYNEGY ADMINISTRATIVE SERVICES COMPANY
|
LUMINANT ENERGY COMPANY LLC
|
|
DYNEGY ASSOCIATES NORTHEAST LP, INC.
|
LUMINANT ENERGY TRADING CALIFORNIA COMPANY
|
|
DYNEGY COAL GENERATION, LLC
|
LUMINANT ET SERVICES COMPANY LLC
|
|
DYNEGY COAL HOLDCO, LLC
|
LUMINANT GENERATION COMPANY LLC
|
|
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
|
LUMINANT MINING COMPANY LLC
|
|
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
|
MASSPOWER, LLC
|
|
DYNEGY CONESVILLE, LLC
|
MIDLOTHIAN ENERGY, LLC
|
|
DYNEGY DICKS CREEK, LLC
|
MILFORD POWER COMPANY, LLC
|
|
DYNEGY ENERGY SERVICES (EAST), LLC
|
NCA RESOURCES DEVELOPMENT COMPANY LLC
|
|
DYNEGY ENERGY SERVICES, LLC
|
NEPCO SERVICES COMPANY
|
|
DYNEGY FAYETTE II, LLC
|
NORTHEASTERN POWER COMPANY
|
|
DYNEGY GAS IMPORTS, LLC
|
OAK GROVE MANAGEMENT COMPANY LLC
|
|
DYNEGY HANGING ROCK II, LLC
|
ONTELAUNEE POWER OPERATING COMPANY, LLC
|
|
DYNEGY KENDALL ENERGY, LLC
|
PLEASANTS ENERGY, LLC
|
|
DYNEGY KILLEN, LLC
|
RICHLAND-STRYKER GENERATION LLC
|
|
DYNEGY MARKETING AND TRADE, LLC
|
SANDOW POWER COMPANY LLC
|
|
DYNEGY MIAMI FORT, LLC
|
SITHE ENERGIES, INC.
|
|
DYNEGY MIDWEST GENERATION, LLC
|
SITHE/INDEPENDENCE LLC
|
|
DYNEGY MORRO BAY, LLC
|
SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY MOSS LANDING, LLC
|
TEXAS ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY NORTHEAST GENERATION GP, INC.
|
TEXAS ENERGY INDUSTRIES COMPANY, INC.
|
|
DYNEGY OAKLAND, LLC
|
TEXAS POWER & LIGHT COMPANY, INC.
|
|
DYNEGY OPERATING COMPANY
|
TEXAS UTILITIES COMPANY, INC.
|
|
DYNEGY POWER GENERATION INC.
|
TEXAS UTILITIES ELECTRIC COMPANY, INC.
|
|
DYNEGY POWER MARKETING, LLC
|
T-FUELS, LLC
|
|
DYNEGY POWER, LLC
|
TXU ELECTRIC COMPANY, INC.
|
|
DYNEGY RESOURCE II, LLC
|
TXU ENERGY RETAIL COMPANY LLC
|
|
DYNEGY RESOURCES GENERATING HOLDCO, LLC
|
TXU RETAIL SERVICES COMPANY
|
|
DYNEGY SOUTH BAY, LLC
|
UPTON COUNTY SOLAR 2, LLC
|
|
DYNEGY STUART, LLC
|
VALUE BASED BRANDS LLC
|
|
DYNEGY WASHINGTON II, LLC
|
VISTRA ASSET COMPANY LLC
|
|
DYNEGY ZIMMER, LLC
|
VISTRA CORPORATE SERVICES COMPANY
|
|
ENNIS POWER COMPANY, LLC
|
VISTRA EP PROPERTIES COMPANY
|
|
EQUIPOWER RESOURCES CORP.
|
VISTRA FINANCE CORP.
|
|
GENERATION SVC COMPANY
|
VISTRA INTERMEDIATE COMPANY LLC
|
|
HAVANA DOCK ENTERPRISES, LLC
|
VISTRA OPERATIONS COMPANY LLC
|
|
HAYS ENERGY, LLC
|
VISTRA PREFERRED INC.
|
|
Name
|
Jurisdiction
|
|
Core Solar SPV I, LLC
|
Delaware
|
|
Moss Landing Energy Storage 1, LLC
|
Delaware
|
|
Vistra Insurance Solutions LLC
|
Texas
|
|
Volt Asset Company, Inc.
|
Delaware
|
|
Volt Ventures LLC
|
Texas
|
|
CORE SOLAR SPV I, LLC
MOSS LANDING ENERGY STORAGE 1, LLC
|
|
VISTRA INSURANCE SOLUTIONS LLC
|
|
VOLT ASSET COMPANY, INC.
VOLT VENTURES LLC,
|
|
as the Guaranteeing Subsidiaries
|
|
ANP BELLINGHAM ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES, LLC
|
|
ANP BLACKSTONE ENERGY COMPANY, LLC
|
ILLINOVA CORPORATION
|
|
BIG BROWN POWER COMPANY LLC
|
IPH, LLC
|
|
CALUMET ENERGY TEAM, LLC
|
KINCAID GENERATION, L.L.C.
|
|
CASCO BAY ENERGY COMPANY, LLC
|
LA FRONTERA HOLDINGS, LLC
|
|
COFFEEN AND WESTERN RAILROAD COMPANY
|
LAKE ROAD GENERATING COMPANY, LLC
|
|
COLETO CREEK POWER, LLC
|
LIBERTY ELECTRIC POWER, LLC
|
|
COMANCHE PEAK POWER COMPANY LLC
|
LONE STAR ENERGY COMPANY, INC.
|
|
DALLAS POWER & LIGHT COMPANY, INC.
|
LONE STAR PIPELINE COMPANY, INC.
|
|
DYNEGY ADMINISTRATIVE SERVICES COMPANY
|
LUMINANT ENERGY COMPANY LLC
|
|
DYNEGY ASSOCIATES NORTHEAST LP, INC.
|
LUMINANT ENERGY TRADING CALIFORNIA COMPANY
|
|
DYNEGY COAL GENERATION, LLC
|
LUMINANT ET SERVICES COMPANY LLC
|
|
DYNEGY COAL HOLDCO, LLC
|
LUMINANT GENERATION COMPANY LLC
|
|
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
|
LUMINANT MINING COMPANY LLC
|
|
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
|
MASSPOWER, LLC
|
|
DYNEGY CONESVILLE, LLC
|
MIDLOTHIAN ENERGY, LLC
|
|
DYNEGY DICKS CREEK, LLC
|
MILFORD POWER COMPANY, LLC
|
|
DYNEGY ENERGY SERVICES (EAST), LLC
|
NCA RESOURCES DEVELOPMENT COMPANY LLC
|
|
DYNEGY ENERGY SERVICES, LLC
|
NEPCO SERVICES COMPANY
|
|
DYNEGY FAYETTE II, LLC
|
NORTHEASTERN POWER COMPANY
|
|
DYNEGY GAS IMPORTS, LLC
|
OAK GROVE MANAGEMENT COMPANY LLC
|
|
DYNEGY HANGING ROCK II, LLC
|
ONTELAUNEE POWER OPERATING COMPANY, LLC
|
|
DYNEGY KENDALL ENERGY, LLC
|
PLEASANTS ENERGY, LLC
|
|
DYNEGY KILLEN, LLC
|
RICHLAND-STRYKER GENERATION LLC
|
|
DYNEGY MARKETING AND TRADE, LLC
|
SANDOW POWER COMPANY LLC
|
|
DYNEGY MIAMI FORT, LLC
|
SITHE ENERGIES, INC.
|
|
DYNEGY MIDWEST GENERATION, LLC
|
SITHE/INDEPENDENCE LLC
|
|
DYNEGY MORRO BAY, LLC
|
SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY MOSS LANDING, LLC
|
TEXAS ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY NORTHEAST GENERATION GP, INC.
|
TEXAS ENERGY INDUSTRIES COMPANY, INC.
|
|
DYNEGY OAKLAND, LLC
|
TEXAS POWER & LIGHT COMPANY, INC.
|
|
DYNEGY OPERATING COMPANY
|
TEXAS UTILITIES COMPANY, INC.
|
|
DYNEGY POWER GENERATION INC.
|
TEXAS UTILITIES ELECTRIC COMPANY, INC.
|
|
DYNEGY POWER MARKETING, LLC
|
T-FUELS, LLC
|
|
DYNEGY POWER, LLC
|
TXU ELECTRIC COMPANY, INC.
|
|
DYNEGY RESOURCE II, LLC
|
TXU ENERGY RETAIL COMPANY LLC
|
|
DYNEGY RESOURCES GENERATING HOLDCO, LLC
|
TXU RETAIL SERVICES COMPANY
|
|
DYNEGY SOUTH BAY, LLC
|
UPTON COUNTY SOLAR 2, LLC
|
|
DYNEGY STUART, LLC
|
VALUE BASED BRANDS LLC
|
|
DYNEGY WASHINGTON II, LLC
|
VISTRA ASSET COMPANY LLC
|
|
DYNEGY ZIMMER, LLC
|
VISTRA CORPORATE SERVICES COMPANY
|
|
ENNIS POWER COMPANY, LLC
|
VISTRA EP PROPERTIES COMPANY
|
|
EQUIPOWER RESOURCES CORP.
|
VISTRA FINANCE CORP.
|
|
GENERATION SVC COMPANY
|
VISTRA INTERMEDIATE COMPANY LLC
|
|
HAVANA DOCK ENTERPRISES, LLC
|
VISTRA OPERATIONS COMPANY LLC
|
|
HAYS ENERGY, LLC
|
VISTRA PREFERRED INC.
|
|
Name
|
Jurisdiction
|
|
Core Solar SPV I, LLC
|
Delaware
|
|
Moss Landing Energy Storage 1, LLC
|
Delaware
|
|
Vistra Insurance Solutions LLC
|
Texas
|
|
Volt Asset Company, Inc.
|
Delaware
|
|
Volt Ventures LLC
|
Texas
|
|
CORE SOLAR SPV I, LLC
MOSS LANDING ENERGY STORAGE 1, LLC
|
|
VISTRA INSURANCE SOLUTIONS LLC
|
|
VOLT ASSET COMPANY, INC.
VOLT VENTURES LLC,
|
|
as the Guaranteeing Subsidiaries
|
|
ANP BELLINGHAM ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES, LLC
|
|
ANP BLACKSTONE ENERGY COMPANY, LLC
|
ILLINOVA CORPORATION
|
|
BIG BROWN POWER COMPANY LLC
|
IPH, LLC
|
|
CALUMET ENERGY TEAM, LLC
|
KINCAID GENERATION, L.L.C.
|
|
CASCO BAY ENERGY COMPANY, LLC
|
LA FRONTERA HOLDINGS, LLC
|
|
COFFEEN AND WESTERN RAILROAD COMPANY
|
LAKE ROAD GENERATING COMPANY, LLC
|
|
COLETO CREEK POWER, LLC
|
LIBERTY ELECTRIC POWER, LLC
|
|
COMANCHE PEAK POWER COMPANY LLC
|
LONE STAR ENERGY COMPANY, INC.
|
|
DALLAS POWER & LIGHT COMPANY, INC.
|
LONE STAR PIPELINE COMPANY, INC.
|
|
DYNEGY ADMINISTRATIVE SERVICES COMPANY
|
LUMINANT ENERGY COMPANY LLC
|
|
DYNEGY ASSOCIATES NORTHEAST LP, INC.
|
LUMINANT ENERGY TRADING CALIFORNIA COMPANY
|
|
DYNEGY COAL GENERATION, LLC
|
LUMINANT ET SERVICES COMPANY LLC
|
|
DYNEGY COAL HOLDCO, LLC
|
LUMINANT GENERATION COMPANY LLC
|
|
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
|
LUMINANT MINING COMPANY LLC
|
|
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
|
MASSPOWER, LLC
|
|
DYNEGY CONESVILLE, LLC
|
MIDLOTHIAN ENERGY, LLC
|
|
DYNEGY DICKS CREEK, LLC
|
MILFORD POWER COMPANY, LLC
|
|
DYNEGY ENERGY SERVICES (EAST), LLC
|
NCA RESOURCES DEVELOPMENT COMPANY LLC
|
|
DYNEGY ENERGY SERVICES, LLC
|
NEPCO SERVICES COMPANY
|
|
DYNEGY FAYETTE II, LLC
|
NORTHEASTERN POWER COMPANY
|
|
DYNEGY GAS IMPORTS, LLC
|
OAK GROVE MANAGEMENT COMPANY LLC
|
|
DYNEGY HANGING ROCK II, LLC
|
ONTELAUNEE POWER OPERATING COMPANY, LLC
|
|
DYNEGY KENDALL ENERGY, LLC
|
PLEASANTS ENERGY, LLC
|
|
DYNEGY KILLEN, LLC
|
RICHLAND-STRYKER GENERATION LLC
|
|
DYNEGY MARKETING AND TRADE, LLC
|
SANDOW POWER COMPANY LLC
|
|
DYNEGY MIAMI FORT, LLC
|
SITHE ENERGIES, INC.
|
|
DYNEGY MIDWEST GENERATION, LLC
|
SITHE/INDEPENDENCE LLC
|
|
DYNEGY MORRO BAY, LLC
|
SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY MOSS LANDING, LLC
|
TEXAS ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY NORTHEAST GENERATION GP, INC.
|
TEXAS ENERGY INDUSTRIES COMPANY, INC.
|
|
DYNEGY OAKLAND, LLC
|
TEXAS POWER & LIGHT COMPANY, INC.
|
|
DYNEGY OPERATING COMPANY
|
TEXAS UTILITIES COMPANY, INC.
|
|
DYNEGY POWER GENERATION INC.
|
TEXAS UTILITIES ELECTRIC COMPANY, INC.
|
|
DYNEGY POWER MARKETING, LLC
|
T-FUELS, LLC
|
|
DYNEGY POWER, LLC
|
TXU ELECTRIC COMPANY, INC.
|
|
DYNEGY RESOURCE II, LLC
|
TXU ENERGY RETAIL COMPANY LLC
|
|
DYNEGY RESOURCES GENERATING HOLDCO, LLC
|
TXU RETAIL SERVICES COMPANY
|
|
DYNEGY SOUTH BAY, LLC
|
UPTON COUNTY SOLAR 2, LLC
|
|
DYNEGY STUART, LLC
|
VALUE BASED BRANDS LLC
|
|
DYNEGY WASHINGTON II, LLC
|
VISTRA ASSET COMPANY LLC
|
|
DYNEGY ZIMMER, LLC
|
VISTRA CORPORATE SERVICES COMPANY
|
|
ENNIS POWER COMPANY, LLC
|
VISTRA EP PROPERTIES COMPANY
|
|
EQUIPOWER RESOURCES CORP.
|
VISTRA FINANCE CORP.
|
|
GENERATION SVC COMPANY
|
VISTRA INTERMEDIATE COMPANY LLC
|
|
HAVANA DOCK ENTERPRISES, LLC
|
VISTRA OPERATIONS COMPANY LLC
|
|
HAYS ENERGY, LLC
|
VISTRA PREFERRED INC.
|
|
HOPEWELL POWER GENERATION, LLC
|
WHARTON COUNTY GENERATION, LLC
|
|
ILLINOIS POWER GENERATING COMPANY
|
WISE COUNTY POWER COMPANY, LLC
|
|
ILLINOIS POWER MARKETING COMPANY
|
WISE-FUELS PIPELINE, INC.,
|
|
ILLINOIS POWER RESOURCES GENERATING, LLC
|
as the Subsidiary Guarantors
|
|
|
|
|
|
|
|
Name
|
Jurisdiction
|
|
Core Solar SPV I, LLC
|
Delaware
|
|
Moss Landing Energy Storage 1, LLC
|
Delaware
|
|
Vistra Insurance Solutions LLC
|
Texas
|
|
Volt Asset Company, Inc.
|
Delaware
|
|
Volt Ventures LLC
|
Texas
|
|
CORE SOLAR SPV I, LLC
MOSS LANDING ENERGY STORAGE 1, LLC
|
|
VISTRA INSURANCE SOLUTIONS LLC
|
|
VOLT ASSET COMPANY, INC.
VOLT VENTURES LLC,
|
|
as the Guaranteeing Subsidiaries
|
|
ANP BELLINGHAM ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES GENERATING, LLC
|
|
ANP BLACKSTONE ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES, LLC
|
|
BIG BROWN POWER COMPANY LLC
|
ILLINOVA CORPORATION
|
|
CALUMET ENERGY TEAM, LLC
|
IPH, LLC
|
|
CASCO BAY ENERGY COMPANY, LLC
|
KINCAID GENERATION, L.L.C.
|
|
COFFEEN AND WESTERN RAILROAD COMPANY
|
LA FRONTERA HOLDINGS, LLC
|
|
COLETO CREEK POWER, LLC
|
LAKE ROAD GENERATING COMPANY, LLC
|
|
COMANCHE PEAK POWER COMPANY LLC
|
LIBERTY ELECTRIC POWER, LLC
|
|
DALLAS POWER & LIGHT COMPANY, INC.
|
LONE STAR ENERGY COMPANY, INC.
|
|
DYNEGY ADMINISTRATIVE SERVICES COMPANY
|
LONE STAR PIPELINE COMPANY, INC.
|
|
DYNEGY ASSOCIATES NORTHEAST LP, INC.
|
LUMINANT ENERGY COMPANY LLC
|
|
DYNEGY COAL GENERATION, LLC
|
LUMINANT ENERGY TRADING CALIFORNIA COMPANY
|
|
DYNEGY COAL HOLDCO, LLC
|
LUMINANT ET SERVICES COMPANY LLC
|
|
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
|
LUMINANT GENERATION COMPANY LLC
|
|
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
|
LUMINANT MINING COMPANY LLC
|
|
DYNEGY CONESVILLE, LLC
|
MASSPOWER, LLC
|
|
DYNEGY DICKS CREEK, LLC
|
MIDLOTHIAN ENERGY, LLC
|
|
DYNEGY ENERGY SERVICES (EAST), LLC
|
MILFORD POWER COMPANY, LLC
|
|
DYNEGY ENERGY SERVICES, LLC
|
NCA RESOURCES DEVELOPMENT COMPANY LLC
|
|
DYNEGY FAYETTE II, LLC
|
NEPCO SERVICES COMPANY
|
|
DYNEGY GAS IMPORTS, LLC
|
NORTHEASTERN POWER COMPANY
|
|
DYNEGY HANGING ROCK II, LLC
|
OAK GROVE MANAGEMENT COMPANY LLC
|
|
DYNEGY KENDALL ENERGY, LLC
|
ONTELAUNEE POWER OPERATING COMPANY, LLC
|
|
DYNEGY KILLEN, LLC
|
PLEASANTS ENERGY, LLC
|
|
DYNEGY MARKETING AND TRADE, LLC
|
RICHLAND-STRYKER GENERATION LLC
|
|
DYNEGY MIAMI FORT, LLC
|
SANDOW POWER COMPANY LLC
|
|
DYNEGY MIDWEST GENERATION, LLC
|
SITHE ENERGIES, INC.
|
|
DYNEGY MORRO BAY, LLC
|
SITHE/INDEPENDENCE LLC
|
|
DYNEGY MOSS LANDING, LLC
|
SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY NORTHEAST GENERATION GP, INC.
|
TEXAS ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY OAKLAND, LLC
|
TEXAS ENERGY INDUSTRIES COMPANY, INC.
|
|
DYNEGY OPERATING COMPANY
|
TEXAS POWER & LIGHT COMPANY, INC.
|
|
DYNEGY POWER GENERATION INC.
|
TEXAS UTILITIES COMPANY, INC.
|
|
DYNEGY POWER MARKETING, LLC
|
TEXAS UTILITIES ELECTRIC COMPANY, INC.
|
|
DYNEGY POWER, LLC
|
T-FUELS, LLC
|
|
DYNEGY RESOURCE II, LLC
|
TXU ELECTRIC COMPANY, INC.
|
|
DYNEGY RESOURCES GENERATING HOLDCO, LLC
|
TXU ENERGY RETAIL COMPANY LLC
|
|
DYNEGY SOUTH BAY, LLC
|
TXU RETAIL SERVICES COMPANY
|
|
DYNEGY STUART, LLC
|
UPTON COUNTY SOLAR 2, LLC
|
|
DYNEGY WASHINGTON II, LLC
|
VALUE BASED BRANDS LLC
|
|
DYNEGY ZIMMER, LLC
|
VISTRA ASSET COMPANY LLC
|
|
ENNIS POWER COMPANY, LLC
|
VISTRA CORPORATE SERVICES COMPANY
|
|
EQUIPOWER RESOURCES CORP.
|
VISTRA EP PROPERTIES COMPANY
|
|
GENERATION SVC COMPANY
|
VISTRA FINANCE CORP.
|
|
HAVANA DOCK ENTERPRISES, LLC
|
VISTRA PREFERRED INC.
|
|
HAYS ENERGY, LLC
|
WHARTON COUNTY GENERATION, LLC
|
|
HOPEWELL POWER GENERATION, LLC
|
WISE COUNTY POWER COMPANY, LLC
|
|
ILLINOIS POWER GENERATING COMPANY
|
WISE-FUELS PIPELINE, INC.,
|
|
ILLINOIS POWER MARKETING COMPANY
|
as the Subsidiary Guarantors
|
|
|
|
|
|
|
|
|
|
|
Name
|
Jurisdiction
|
|
Core Solar SPV I, LLC
|
Delaware
|
|
Moss Landing Energy Storage 1, LLC
|
Delaware
|
|
Vistra Insurance Solutions LLC
|
Texas
|
|
Volt Asset Company, Inc.
|
Delaware
|
|
Volt Ventures LLC
|
Texas
|
|
CORE SOLAR SPV I, LLC
MOSS LANDING ENERGY STORAGE 1, LLC
|
|
VISTRA INSURANCE SOLUTIONS LLC
|
|
VOLT ASSET COMPANY, INC.
VOLT VENTURES LLC,
|
|
as the Guaranteeing Subsidiaries
|
|
ANP BELLINGHAM ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES GENERATING, LLC
|
|
ANP BLACKSTONE ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES, LLC
|
|
BIG BROWN POWER COMPANY LLC
|
ILLINOVA CORPORATION
|
|
CALUMET ENERGY TEAM, LLC
|
IPH, LLC
|
|
CASCO BAY ENERGY COMPANY, LLC
|
KINCAID GENERATION, L.L.C.
|
|
COFFEEN AND WESTERN RAILROAD COMPANY
|
LA FRONTERA HOLDINGS, LLC
|
|
COLETO CREEK POWER, LLC
|
LAKE ROAD GENERATING COMPANY, LLC
|
|
COMANCHE PEAK POWER COMPANY LLC
|
LIBERTY ELECTRIC POWER, LLC
|
|
DALLAS POWER & LIGHT COMPANY, INC.
|
LONE STAR ENERGY COMPANY, INC.
|
|
DYNEGY ADMINISTRATIVE SERVICES COMPANY
|
LONE STAR PIPELINE COMPANY, INC.
|
|
DYNEGY ASSOCIATES NORTHEAST LP, INC.
|
LUMINANT ENERGY COMPANY LLC
|
|
DYNEGY COAL GENERATION, LLC
|
LUMINANT ENERGY TRADING CALIFORNIA COMPANY
|
|
DYNEGY COAL HOLDCO, LLC
|
LUMINANT ET SERVICES COMPANY LLC
|
|
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
|
LUMINANT GENERATION COMPANY LLC
|
|
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
|
LUMINANT MINING COMPANY LLC
|
|
DYNEGY CONESVILLE, LLC
|
MASSPOWER, LLC
|
|
DYNEGY DICKS CREEK, LLC
|
MIDLOTHIAN ENERGY, LLC
|
|
DYNEGY ENERGY SERVICES (EAST), LLC
|
MILFORD POWER COMPANY, LLC
|
|
DYNEGY ENERGY SERVICES, LLC
|
NCA RESOURCES DEVELOPMENT COMPANY LLC
|
|
DYNEGY FAYETTE II, LLC
|
NEPCO SERVICES COMPANY
|
|
DYNEGY GAS IMPORTS, LLC
|
NORTHEASTERN POWER COMPANY
|
|
DYNEGY HANGING ROCK II, LLC
|
OAK GROVE MANAGEMENT COMPANY LLC
|
|
DYNEGY KENDALL ENERGY, LLC
|
ONTELAUNEE POWER OPERATING COMPANY, LLC
|
|
DYNEGY KILLEN, LLC
|
PLEASANTS ENERGY, LLC
|
|
DYNEGY MARKETING AND TRADE, LLC
|
RICHLAND-STRYKER GENERATION LLC
|
|
DYNEGY MIAMI FORT, LLC
|
SANDOW POWER COMPANY LLC
|
|
DYNEGY MIDWEST GENERATION, LLC
|
SITHE ENERGIES, INC.
|
|
DYNEGY MORRO BAY, LLC
|
SITHE/INDEPENDENCE LLC
|
|
DYNEGY MOSS LANDING, LLC
|
SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY NORTHEAST GENERATION GP, INC.
|
TEXAS ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY OAKLAND, LLC
|
TEXAS ENERGY INDUSTRIES COMPANY, INC.
|
|
DYNEGY OPERATING COMPANY
|
TEXAS POWER & LIGHT COMPANY, INC.
|
|
DYNEGY POWER GENERATION INC.
|
TEXAS UTILITIES COMPANY, INC.
|
|
DYNEGY POWER MARKETING, LLC
|
TEXAS UTILITIES ELECTRIC COMPANY, INC.
|
|
DYNEGY POWER, LLC
|
T-FUELS, LLC
|
|
DYNEGY RESOURCE II, LLC
|
TXU ELECTRIC COMPANY, INC.
|
|
DYNEGY RESOURCES GENERATING HOLDCO, LLC
|
TXU ENERGY RETAIL COMPANY LLC
|
|
DYNEGY SOUTH BAY, LLC
|
TXU RETAIL SERVICES COMPANY
|
|
DYNEGY STUART, LLC
|
UPTON COUNTY SOLAR 2, LLC
|
|
DYNEGY WASHINGTON II, LLC
|
VALUE BASED BRANDS LLC
|
|
DYNEGY ZIMMER, LLC
|
VISTRA ASSET COMPANY LLC
|
|
ENNIS POWER COMPANY, LLC
|
VISTRA CORPORATE SERVICES COMPANY
|
|
EQUIPOWER RESOURCES CORP.
|
VISTRA EP PROPERTIES COMPANY
|
|
GENERATION SVC COMPANY
|
VISTRA FINANCE CORP.
|
|
HAVANA DOCK ENTERPRISES, LLC
|
VISTRA PREFERRED INC.
|
|
HAYS ENERGY, LLC
|
WHARTON COUNTY GENERATION, LLC
|
|
HOPEWELL POWER GENERATION, LLC
|
WISE COUNTY POWER COMPANY, LLC
|
|
ILLINOIS POWER GENERATING COMPANY
|
WISE-FUELS PIPELINE, INC.,
|
|
ILLINOIS POWER MARKETING COMPANY
|
as the Subsidiary Guarantors
|
|
|
|
|
|
|
|
|
|
|
Name
|
Jurisdiction
|
|
Core Solar SPV I, LLC
|
Delaware
|
|
Moss Landing Energy Storage 1, LLC
|
Delaware
|
|
Vistra Insurance Solutions LLC
|
Texas
|
|
Volt Asset Company, Inc.
|
Delaware
|
|
Volt Ventures LLC
|
Texas
|
|
CORE SOLAR SPV I, LLC
MOSS LANDING ENERGY STORAGE 1, LLC
|
|
VISTRA INSURANCE SOLUTIONS LLC
|
|
VOLT ASSET COMPANY, INC.
VOLT VENTURES LLC,
|
|
as the Guaranteeing Subsidiaries
|
|
ANP BELLINGHAM ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES GENERATING, LLC
|
|
ANP BLACKSTONE ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES, LLC
|
|
BIG BROWN POWER COMPANY LLC
|
ILLINOVA CORPORATION
|
|
CALUMET ENERGY TEAM, LLC
|
IPH, LLC
|
|
CASCO BAY ENERGY COMPANY, LLC
|
KINCAID GENERATION, L.L.C.
|
|
COFFEEN AND WESTERN RAILROAD COMPANY
|
LA FRONTERA HOLDINGS, LLC
|
|
COLETO CREEK POWER, LLC
|
LAKE ROAD GENERATING COMPANY, LLC
|
|
COMANCHE PEAK POWER COMPANY LLC
|
LIBERTY ELECTRIC POWER, LLC
|
|
DALLAS POWER & LIGHT COMPANY, INC.
|
LONE STAR ENERGY COMPANY, INC.
|
|
DYNEGY ADMINISTRATIVE SERVICES COMPANY
|
LONE STAR PIPELINE COMPANY, INC.
|
|
DYNEGY ASSOCIATES NORTHEAST LP, INC.
|
LUMINANT ENERGY COMPANY LLC
|
|
DYNEGY COAL GENERATION, LLC
|
LUMINANT ENERGY TRADING CALIFORNIA COMPANY
|
|
DYNEGY COAL HOLDCO, LLC
|
LUMINANT ET SERVICES COMPANY LLC
|
|
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
|
LUMINANT GENERATION COMPANY LLC
|
|
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
|
LUMINANT MINING COMPANY LLC
|
|
DYNEGY CONESVILLE, LLC
|
MASSPOWER, LLC
|
|
DYNEGY DICKS CREEK, LLC
|
MIDLOTHIAN ENERGY, LLC
|
|
DYNEGY ENERGY SERVICES (EAST), LLC
|
MILFORD POWER COMPANY, LLC
|
|
DYNEGY ENERGY SERVICES, LLC
|
NCA RESOURCES DEVELOPMENT COMPANY LLC
|
|
DYNEGY FAYETTE II, LLC
|
NEPCO SERVICES COMPANY
|
|
DYNEGY GAS IMPORTS, LLC
|
NORTHEASTERN POWER COMPANY
|
|
DYNEGY HANGING ROCK II, LLC
|
OAK GROVE MANAGEMENT COMPANY LLC
|
|
DYNEGY KENDALL ENERGY, LLC
|
ONTELAUNEE POWER OPERATING COMPANY, LLC
|
|
DYNEGY KILLEN, LLC
|
PLEASANTS ENERGY, LLC
|
|
DYNEGY MARKETING AND TRADE, LLC
|
RICHLAND-STRYKER GENERATION LLC
|
|
DYNEGY MIAMI FORT, LLC
|
SANDOW POWER COMPANY LLC
|
|
DYNEGY MIDWEST GENERATION, LLC
|
SITHE ENERGIES, INC.
|
|
DYNEGY MORRO BAY, LLC
|
SITHE/INDEPENDENCE LLC
|
|
DYNEGY MOSS LANDING, LLC
|
SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY NORTHEAST GENERATION GP, INC.
|
TEXAS ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY OAKLAND, LLC
|
TEXAS ENERGY INDUSTRIES COMPANY, INC.
|
|
DYNEGY OPERATING COMPANY
|
TEXAS POWER & LIGHT COMPANY, INC.
|
|
DYNEGY POWER GENERATION INC.
|
TEXAS UTILITIES COMPANY, INC.
|
|
DYNEGY POWER MARKETING, LLC
|
TEXAS UTILITIES ELECTRIC COMPANY, INC.
|
|
DYNEGY POWER, LLC
|
T-FUELS, LLC
|
|
DYNEGY RESOURCE II, LLC
|
TXU ELECTRIC COMPANY, INC.
|
|
DYNEGY RESOURCES GENERATING HOLDCO, LLC
|
TXU ENERGY RETAIL COMPANY LLC
|
|
DYNEGY SOUTH BAY, LLC
|
TXU RETAIL SERVICES COMPANY
|
|
DYNEGY STUART, LLC
|
UPTON COUNTY SOLAR 2, LLC
|
|
DYNEGY WASHINGTON II, LLC
|
VALUE BASED BRANDS LLC
|
|
DYNEGY ZIMMER, LLC
|
VISTRA ASSET COMPANY LLC
|
|
ENNIS POWER COMPANY, LLC
|
VISTRA CORPORATE SERVICES COMPANY
|
|
EQUIPOWER RESOURCES CORP.
|
VISTRA EP PROPERTIES COMPANY
|
|
GENERATION SVC COMPANY
|
VISTRA FINANCE CORP.
|
|
HAVANA DOCK ENTERPRISES, LLC
|
VISTRA PREFERRED INC.
|
|
HAYS ENERGY, LLC
|
WHARTON COUNTY GENERATION, LLC
|
|
HOPEWELL POWER GENERATION, LLC
|
WISE COUNTY POWER COMPANY, LLC
|
|
ILLINOIS POWER GENERATING COMPANY
|
WISE-FUELS PIPELINE, INC.,
|
|
ILLINOIS POWER MARKETING COMPANY
|
as the Subsidiary Guarantors
|
|
|
|
|
|
|
|
|
|
|
Name
|
Jurisdiction
|
|
Core Solar SPV I, LLC
|
Delaware
|
|
Moss Landing Energy Storage 1, LLC
|
Delaware
|
|
Vistra Insurance Solutions LLC
|
Texas
|
|
Volt Asset Company, Inc.
|
Delaware
|
|
Volt Ventures LLC
|
Texas
|
|
CORE SOLAR SPV I, LLC
MOSS LANDING ENERGY STORAGE 1, LLC
|
|
VISTRA INSURANCE SOLUTIONS LLC
|
|
VOLT ASSET COMPANY, INC.
VOLT VENTURES LLC,
|
|
as the Guaranteeing Subsidiaries
|
|
ANP BELLINGHAM ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES GENERATING, LLC
|
|
ANP BLACKSTONE ENERGY COMPANY, LLC
|
ILLINOIS POWER RESOURCES, LLC
|
|
BIG BROWN POWER COMPANY LLC
|
ILLINOVA CORPORATION
|
|
CALUMET ENERGY TEAM, LLC
|
IPH, LLC
|
|
CASCO BAY ENERGY COMPANY, LLC
|
KINCAID GENERATION, L.L.C.
|
|
COFFEEN AND WESTERN RAILROAD COMPANY
|
LA FRONTERA HOLDINGS, LLC
|
|
COLETO CREEK POWER, LLC
|
LAKE ROAD GENERATING COMPANY, LLC
|
|
COMANCHE PEAK POWER COMPANY LLC
|
LIBERTY ELECTRIC POWER, LLC
|
|
DALLAS POWER & LIGHT COMPANY, INC.
|
LONE STAR ENERGY COMPANY, INC.
|
|
DYNEGY ADMINISTRATIVE SERVICES COMPANY
|
LONE STAR PIPELINE COMPANY, INC.
|
|
DYNEGY ASSOCIATES NORTHEAST LP, INC.
|
LUMINANT ENERGY COMPANY LLC
|
|
DYNEGY COAL GENERATION, LLC
|
LUMINANT ENERGY TRADING CALIFORNIA COMPANY
|
|
DYNEGY COAL HOLDCO, LLC
|
LUMINANT ET SERVICES COMPANY LLC
|
|
DYNEGY COAL TRADING & TRANSPORTATION, L.L.C.
|
LUMINANT GENERATION COMPANY LLC
|
|
DYNEGY COMMERCIAL ASSET MANAGEMENT, LLC
|
LUMINANT MINING COMPANY LLC
|
|
DYNEGY CONESVILLE, LLC
|
MASSPOWER, LLC
|
|
DYNEGY DICKS CREEK, LLC
|
MIDLOTHIAN ENERGY, LLC
|
|
DYNEGY ENERGY SERVICES (EAST), LLC
|
MILFORD POWER COMPANY, LLC
|
|
DYNEGY ENERGY SERVICES, LLC
|
NCA RESOURCES DEVELOPMENT COMPANY LLC
|
|
DYNEGY FAYETTE II, LLC
|
NEPCO SERVICES COMPANY
|
|
DYNEGY GAS IMPORTS, LLC
|
NORTHEASTERN POWER COMPANY
|
|
DYNEGY HANGING ROCK II, LLC
|
OAK GROVE MANAGEMENT COMPANY LLC
|
|
DYNEGY KENDALL ENERGY, LLC
|
ONTELAUNEE POWER OPERATING COMPANY, LLC
|
|
DYNEGY KILLEN, LLC
|
PLEASANTS ENERGY, LLC
|
|
DYNEGY MARKETING AND TRADE, LLC
|
RICHLAND-STRYKER GENERATION LLC
|
|
DYNEGY MIAMI FORT, LLC
|
SANDOW POWER COMPANY LLC
|
|
DYNEGY MIDWEST GENERATION, LLC
|
SITHE ENERGIES, INC.
|
|
DYNEGY MORRO BAY, LLC
|
SITHE/INDEPENDENCE LLC
|
|
DYNEGY MOSS LANDING, LLC
|
SOUTHWESTERN ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY NORTHEAST GENERATION GP, INC.
|
TEXAS ELECTRIC SERVICE COMPANY, INC.
|
|
DYNEGY OAKLAND, LLC
|
TEXAS ENERGY INDUSTRIES COMPANY, INC.
|
|
DYNEGY OPERATING COMPANY
|
TEXAS POWER & LIGHT COMPANY, INC.
|
|
DYNEGY POWER GENERATION INC.
|
TEXAS UTILITIES COMPANY, INC.
|
|
DYNEGY POWER MARKETING, LLC
|
TEXAS UTILITIES ELECTRIC COMPANY, INC.
|
|
DYNEGY POWER, LLC
|
T-FUELS, LLC
|
|
DYNEGY RESOURCE II, LLC
|
TXU ELECTRIC COMPANY, INC.
|
|
DYNEGY RESOURCES GENERATING HOLDCO, LLC
|
TXU ENERGY RETAIL COMPANY LLC
|
|
DYNEGY SOUTH BAY, LLC
|
TXU RETAIL SERVICES COMPANY
|
|
DYNEGY STUART, LLC
|
UPTON COUNTY SOLAR 2, LLC
|
|
DYNEGY WASHINGTON II, LLC
|
VALUE BASED BRANDS LLC
|
|
DYNEGY ZIMMER, LLC
|
VISTRA ASSET COMPANY LLC
|
|
ENNIS POWER COMPANY, LLC
|
VISTRA CORPORATE SERVICES COMPANY
|
|
EQUIPOWER RESOURCES CORP.
|
VISTRA EP PROPERTIES COMPANY
|
|
GENERATION SVC COMPANY
|
VISTRA FINANCE CORP.
|
|
HAVANA DOCK ENTERPRISES, LLC
|
VISTRA PREFERRED INC.
|
|
HAYS ENERGY, LLC
|
WHARTON COUNTY GENERATION, LLC
|
|
HOPEWELL POWER GENERATION, LLC
|
WISE COUNTY POWER COMPANY, LLC
|
|
ILLINOIS POWER GENERATING COMPANY
|
WISE-FUELS PIPELINE, INC.,
|
|
ILLINOIS POWER MARKETING COMPANY
|
as the Subsidiary Guarantors
|
|
|
|
|
|
|
|
|
|
|
Name
|
Jurisdiction
|
|
Core Solar SPV I, LLC
|
Delaware
|
|
Moss Landing Energy Storage 1, LLC
|
Delaware
|
|
Vistra Insurance Solutions LLC
|
Texas
|
|
Volt Asset Company, Inc.
|
Delaware
|
|
Volt Ventures LLC
|
Texas
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Vistra Energy Corp.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date: November 5, 2019
|
/s/ Curtis A. Morgan
|
|
|
Curtis A. Morgan
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Vistra Energy Corp.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
Date: November 5, 2019
|
/s/ David A. Campbell
|
|
|
David A. Campbell
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
|
Date: November 5, 2019
|
/s/ Curtis A. Morgan
|
|
|
Curtis A. Morgan
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
(1)
|
the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and
|
|
(2)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.
|
|
Date: November 5, 2019
|
/s/ David A. Campbell
|
|
|
David A. Campbell
|
|
|
Executive Vice President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
|
Mine (a)
|
|
Section 104
S and S Citations (b) |
|
Section 104(b)
Orders |
|
Section 104(d)
Citations and Orders |
|
Section 110(b)(2)
Violations |
|
Section 107(a)
Orders |
|
Total Dollar Value of MSHA Assessments Proposed (c)
|
|
Total Number of Mining Related Fatalities
|
|
Received Notice of Pattern of Violations Under Section 104(e)
|
|
Received Notice of Potential to Have Pattern Under Section 104(e)
|
|
Legal Actions Pending at Last Day of Period (d)
|
|
Legal Actions Initiated During Period
|
|
Legal Actions Resolved During Period
|
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|
Big Brown
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1
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—
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Kosse
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2
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(a)
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Excludes mines for which there were no applicable events.
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(b)
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Includes MSHA citations for mandatory health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.
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(c)
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Total value in thousands of dollars for proposed assessments received from MSHA for all citations and orders issued in the three months ended September 30, 2019, including but not limited to Sections 104, 107 and 110 citations and orders that are not required to be reported.
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(d)
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There were no pending actions before the FMSHRC involving a coal or other mine.
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