Vistra Corporation
11/09/2026 | Press release | Distributed by Public on 11/09/2026 05:01
Quarterly Report for Quarter Ending SEPTEMBER 30, 2026 (Form 10-Q)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read together with the condensed consolidated financial statements and related notes included in Part I, Item 1. Financial Statements.
Business Environment and Outlook
Electricity Demand
Electricity demand drivers including the rise of large-scale data centers, the electrification of oil field operations, and electric vehicle load building are contributing to a projected fast-paced load growth in the regions we serve. Our integrated retail electricity and power generation operations allow us to quickly respond to electricity demand changes. To support growing demand from large-scale electricity consumers, we continue to engage in discussions with various counterparties regarding the potential long-term sale of power from our generation facilities, and we are progressing a series of development initiatives across our generation portfolio, including nuclear uprates and other capacity expansions.
Supply Chain Constraints
Our industry continues to face ongoing supply chain constraints and labor shortages, which have reduced the availability of essential equipment and supplies for constructing new generation facilities, increased the lead times for procuring materials, and raised equipment and labor costs associated with maintaining our natural gas, nuclear, and coal fleet.
We are proactively managing these constraints by continuously re-evaluating the business cases and timing of our planned development projects. This has led to the deferral or abandonment of some planned capital expenditures for our solar and battery projects and could impact the economic feasibility of additional projects in our new generation development pipeline. We are engaging with suppliers to secure key materials needed to maintain our existing generation facilities before future planned outages.
Iran Conflict
We are monitoring the conflict involving the United States, Israel, and Iran and related instability in the Middle East, including the potential for further escalation and disruption. Although the Company does not conduct operations in the affected region, prolonged or expanded instability could indirectly affect the Company through broader macroeconomic and commodity-market impacts, including changes in natural gas and power prices, supply-chain disruptions, construction delays, increased inflationary pressures, and capital-market volatility, which could impact our future results of operations. See Factors Affecting Our Financial Condition and Results of Operations - Commodity Prices for additional information on our commodity hedging strategy and estimated hedging levels for the balance of 2026 and 2027.
Noteworthy Developments
Cogentrix Acquisition
On October 30, 2026, Vistra acquired Cogentrix. The acquisition resulted in the addition of 10 modern natural gas generation facilities totaling approximately 5,500 MW of capacity, including three CCGT facilities and two combustion turbine facilities located across PJM, four CCGT facilities in ISO-NE, and one cogeneration facility in ERCOT.
Aggregate consideration at closing consisted of approximately (i) $2.2 billion in cash, net of adjustments for working capital, acquired cash, the assumption of $1.7 billion of outstanding indebtedness of Cogentrix as of the acquisition date, and certain other adjustments and (ii) 5,000,000 shares of Vistra common stock, par value $0.01, issued to the seller, at a mutually agreed-upon value of $185 per share. See Note 2 to the Financial Statements for additional information.
On November 5, 2026, we repaid $1.7 billion of debt assumed in the Cogentrix Acquisition using a combination of cash on hand and borrowings under the Receivables Facility and Repurchase Facility.
VISTRA CORP.
Vistra Operations Junior Subordinated Notes and Preferred Stock Redemption
In September 2026, Vistra Operations issued $850 million aggregate principal amount of the Series A Notes and $650 million aggregate principal amount of the Series B Notes. The Junior Subordinated Notes are junior subordinated, unsecured obligations of Vistra Operations. The Junior Subordinated Notes are irrevocably and unconditionally guaranteed by Vistra Corp.
Net proceeds totaling approximately $1.485 billion, together with cash on hand, were or will be used for general corporate purposes, including to make distributions to Vistra Corp. to fund the redemption of all of Vistra Corp's outstanding Series A Preferred Stock, which was redeemed on October 15, 2026, and all of the Series B Preferred Stock, which is expected to occur on December 15, 2026 (see Note 17 for additional information). Pending use of the net offering proceeds as described above, Vistra Operations intends to invest the net proceeds in short-term interest-bearing accounts, securities, or similar investments.
Capacity Markets - PJM Auction Results
In July 2026, Vistra received its results from the PJM Capacity Auction for planning year 2028-2029, and the table below lists clearing price per MW-day and our cleared capacity volumes by zone:
| Zone | Clearing Price per MW-day |
Total MW Cleared |
||||||||||||
| RTO | $ | 325.00 | 4,130 | |||||||||||
| ComEd | $ | 325.00 | 1,174 | |||||||||||
| DEOK | $ | 325.00 | 927 | |||||||||||
| EMAAC | $ | 325.00 | 1,819 | |||||||||||
| MAAC | $ | 325.00 | 585 | |||||||||||
| ATSI | $ | 325.00 | 2,069 | |||||||||||
| DOM | $ | 325.00 | 220 | |||||||||||
| Total | 10,924 | |||||||||||||
Strategic Investment in Digital Infrastructure
In June 2026, the Company entered into a limited partnership agreement governing the Helix Fund, an open-ended investment fund managed by affiliates of KKR. As a founding investor in the Helix Fund, the Company committed up to $1 billion consisting of (i) an initial $500 million commitment and (ii) an additional $500 million commitment subject to the Helix Fund meeting certain commercial power supply milestones for our existing generation assets or, at the Company's election, regardless of whether such milestones are achieved.
The Helix Fund will seek to invest in and manage assets critical to enabling AI, including hyperscale data center development and operations; baseload and flexible power generation; transmission and distribution infrastructure; and fiber and connectivity infrastructure, among other assets. This investment reflects our strategy to participate in the growing demand for power generation assets supporting hyperscale data center development, while leveraging our existing fleet and development capabilities.
Gas Plants Disposition
In June 2026, Vistra Operations entered into a purchase and sale agreement for the sale of our Casco Bay, Beaver Falls, and Syracuse natural gas generation facilities. The transaction closed on October 8, 2026. The related assets and liabilities of the Disposal Group were classified as held for sale as of September 30, 2026 and are reported in the East segment. See Note 2 to the Financial Statements for additional information.
Planned Gas-Fueled Dispatchable Power in ERCOT
In May 2024, we announced our intention to add up to 2,000 MW of dispatchable, natural gas-fueled electricity capacity in west, central, and north Texas consisting of the following projects:
•Building up to 860 MW of advanced simple-cycle peaking plants to be located in west Texas to support the increasing power needs of the region, including the state's oil and gas industry. Early development work is underway on this project which we anticipate will be online in 2028.
VISTRA CORP.
•Repowering the coal-fueled Coleto Creek Power Plant near Goliad, Texas, which retired as a coal-fueled facility in September 2026 to comply with EPA rules, as a natural gas-fueled plant with up to 600 MW of capacity.
•Completing upgrades at existing natural gas-fueled plants that will add more than 500 MW of summer capacity and 100 MW of winter capacity.
In June 2026, Permian Power entered into a $583 million loan agreement with the TxEF to finance the development of the 860 MW peaking plants in west Texas. The TxEF Loan is non-recourse to Vistra Operations and its other subsidiaries, and interest on the TxEF Loan is calculated at a fixed rate of 3.0% per annum. As of September 30, 2026, $236 million was outstanding under the agreement.
Collateral Release
On December 2, 2025, S&P upgraded Vistra Operations' issuer credit rating from BB+ to BBB- and revised its outlook from Positive to Stable, and on March 20, 2026, S&P upgraded the Senior Unsecured Notes rating from BB+ to BBB-. On March 16, 2026, Fitch upgraded Vistra Operations' issuer default rating and the Senior Unsecured Notes rating from BB+ to BBB- and revised its outlook from Positive to Stable. As a result of these investment-grade ratings and the satisfaction of certain other conditions specified in the Vistra Operations Senior Secured Indenture, an investment-grade event was deemed to have occurred, and the liens on the collateral securing the Senior Secured Notes were automatically terminated and released in full on April 2, 2026.
The Indenture Collateral Release represents the elimination of the collateral and related lien provisions under the Vistra Operations Senior Secured Indenture only and did not modify, refinance, extinguish, or otherwise change the outstanding principal amount, maturity, interest rates, or other material terms of the Senior Secured Notes. Following the Indenture Collateral Release, the Senior Secured Notes are effectively unsecured and rank pari passu with the Senior Unsecured Notes. The Indenture Collateral Release is subject to reversion if the applicable rating agencies withdraw the investment-grade ratings or downgrade the ratings below investment grade, subject to a 60-day grace period.
Additionally, Vistra Operations repaid the $2.444 billion in outstanding borrowings under the Term Loan Facility in April 2026, and in coordination with the investment-grade ratings, met the collateral suspension provisions of the Vistra Operations Credit Agreement and Vistra Operations Commodity-Linked Credit Agreement releasing all liens securing the Revolving Credit Facility and the Commodity-Linked Facility. The Vistra Operations Credit Agreement and Vistra Operations Commodity-Linked Credit Agreement were amended in June 2026 to, among other things, remove the collateral reinstatement requirements applicable to the Vistra Operations Credit Agreement and the Vistra Operations Commodity-Linked Credit Agreement. The Vistra Operations Credit Agreement was also amended to release each guarantor from its guarantee to the extent related to the revolving credit loans, revolving credit commitments, letters of credit, letter of credit commitments and/or secured cash management agreements (although guarantees related to secured hedging agreements remain), in each case, under the Vistra Operations Credit Agreement. The Vistra Operations Commodity-Linked Credit Agreement was amended to release each guarantor from its guarantee.
PJM Nuclear Power Purchase Agreements and Uprates
In January 2026, Vistra announced it had entered into 20-year PPAs with Meta, pursuant to which the Company has agreed to supply Meta with a total of 2,609 MW of carbon-free power and capacity from the Company's PJM nuclear power plants as follows:
•1,268 MW of energy and capacity from Perry and 908 MW of energy and capacity from Davis-Besse; and
•213 MW of uprate energy and capacity from Perry, 80 MW of uprate energy and capacity from Davis-Besse, and 140 MW of uprate energy and capacity from Beaver Valley.
Under the terms of the PPAs, the Company anticipates commencing delivery on a portion of the operating energy and capacity in late 2026 and full delivery of the operating energy and capacity by year end 2027. Additionally, the Company anticipates commencing delivery on a portion of the uprate energy and capacity by 2031 and full delivery of the uprate energy and capacity by year end 2034. To achieve the uprates, the Company expects to incur capital expenditures commencing in 2026 and extending through 2034, with less than 20% of the aggregate spend projected to occur by year end 2028. The timing and amount of our planned uprate expenditures will depend on a range of factors, including regulatory approvals, engineering evaluations and capital allocation decisions.
VISTRA CORP.
Lotus Acquisition
On October 22, 2025, pursuant to a purchase and sale agreement dated May 15, 2025, Vistra Operations acquired 100% of the membership interests of certain subsidiaries of Lotus. The Lotus Acquisition resulted in the addition of seven natural gas generation facilities totaling 2,600 MW in Delaware and Pennsylvania (PJM), Rhode Island (ISO-NE), New York (NYISO), and California (CAISO), further geographically diversifying Vistra's natural gas fleet.
The aggregate purchase price consisted of a base purchase price of $1.9 billion, subject to certain customary adjustments, including the acquired companies' working capital, cash, indebtedness, and certain other adjustments. Vistra Operations funded the Lotus Acquisition with a combination of cash and the assumption of the acquired companies' indebtedness, which consisted of a senior secured credit facility, including an existing term loan with approximately $800 million principal outstanding, which reduced the cash consideration payable at closing. Cash consideration payable at closing, excluding adjustments for the acquired companies' working capital, cash, and certain other adjustments, was $1.1 billion. See Note 2 to the Financial Statements for additional information.
Comanche Peak Power Purchase Agreement
In September 2025, Vistra announced that we entered into a 20-year PPA (with options to extend for up to an additional 20 years) with Amazon Web Services (AWS), pursuant to which we agreed to supply AWS 1,200 MW of carbon-free power from the Comanche Peak Nuclear Power Plant. Vistra anticipates power delivery to begin in the fourth quarter of 2027 and ramp to full capacity by 2032.
Nuclear Plant License Renewal
In July 2025, our application for license renewal at our Perry Nuclear Plant was approved by the NRC. The license now extends through 2046.
Moss Landing 300 Incident
On January 16, 2025, we experienced a fire at our Moss Landing 300 MW energy storage facility at the Moss Landing Power Plant site that resulted in ceasing operations at all facilities at the Moss Landing complex until the fire was contained. See Note 9 to the Financial Statements for additional information.
Martin Lake Unit 1 Incident
On November 27, 2024, we experienced a fire at Unit 1 of our Martin Lake facility in ERCOT, an 815 MW unit. We wrote off the unit's net book value of less than $1 million to depreciation expense in December 2024. The unit returned to service in February 2026. See Note 9 to the Financial Statements for additional information.
IRA
In August 2022, the U.S. enacted the IRA, which, among other things, implements substantial new and modified energy tax credits, including recognizing the value of existing carbon-free nuclear power by providing for a nuclear PTC, a solar PTC, new technology-neutral ITCs and PTCs that apply to various different clean energy technologies, and a first-time stand-alone battery storage ITC. The IRA also implements a 15% corporate alternative minimum tax (CAMT) on book income of certain large corporations, and a 1% excise tax on net stock repurchases. The section 45U nuclear PTC is available to existing nuclear facilities from 2024 through 2032 and provides a federal tax credit of up to $15 per MWh, subject to an annually inflated gross-receipts based phase out. We recognized transferable nuclear PTC revenues of $162 million in the nine months ended September 30, 2026 and $220 million and $545 million in the years ended December 31, 2025 and 2024, respectively. U.S. Treasury regulations are expected to further define the scope of the legislation in many important respects, including interpretive guidance on the definition of gross receipts for the nuclear PTC. Any interpretive guidance on the definition of gross receipts that differs from the interpretation used in our estimates could result in a material change to PTC revenues recorded in 2024, 2025, and 2026 and would be reflected as a change in estimate in the period in which the guidance is received.
VISTRA CORP.
Factors Affecting Our Financial Condition and Results of Operations
Commodity Prices
The price of electricity has a significant impact on our operating revenues and purchased power costs. Electricity prices are typically set by that facility's Heat Rate. Market Heat Rate is the implied relationship between wholesale electricity prices and the commodity price of the marginal supplier (generally natural gas plants).
Wholesale electricity prices generally move with natural gas prices, except in certain circumstances, such as when ERCOT power prices increase significantly during extreme weather events due to generation scarcity. Because natural gas prices are volatile, the operating costs of our natural gas-fueled generation facilities can also be volatile. While changes in natural gas prices do not materially affect the cost of generation at our nuclear-, lignite-, and coal-fueled facilities, such changes generally influence electricity prices and, therefore, the operating margins of these facilities. Other factors that may affect electricity prices include fuel costs, load growth, regional generation supply, weather conditions, competitive dynamics, emerging technologies, and macroeconomic and regulatory developments.
The wholesale market price of electricity divided by the market price of natural gas represents the Market Heat Rate. Market Heat Rate can be affected by a number of factors, including generation availability, mix of assets and the efficiency of the marginal supplier (generally natural gas-fueled generation facilities) in generating electricity. Our Market Heat Rate exposure is impacted by changes in the availability of generation resources, such as additions and retirements of generation facilities, and mix of generation assets. For example, increasing renewable (wind and solar) generation capacity generally depresses Market Heat Rates, particularly during periods when total demand is relatively low. However, increasing penetration of renewable generation capacity may also contribute to greater volatility of wholesale market prices independent of changes in the price of natural gas, given their intermittent nature.
Due to our exposure to variability in natural gas prices and Market Heat Rates, retail sales and hedging activities are critical to our operating results and cash flow stability. Our integrated power generation and retail electricity business provides flexibility to hedge our generation position by utilizing retail markets as an effective sales channel. As we entered the 2025 and 2026 calendar years, substantially all of our expected generation volumes for these years were hedged. This disciplined hedging strategy supports margin protection and contributes to more stable and predictable earnings.
As a result of our hedging strategy, the net income of our segments can be significantly impacted by changes in unrealized gains and losses on commodity derivative instruments which are driven by changes in forward power prices. When power prices increase or decrease compared to what our generation segments have sold forward, the generation segments recognize unrealized losses or gains, respectively. Conversely, the Retail segment, which procures power from the generation segments to meet future load obligations, experiences an inverse effect on unrealized mark-to-market valuations compared to the generation segments.
VISTRA CORP.
The table below summarizes the average around-the-clock settled prices for the periods presented and does not necessarily reflect prices we realized or costs we incurred.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Average Power Price ($/MWh): | |||||||||||||||||||||||
| ERCOT North Hub | $ | 35.10 | $ | 32.61 | $ | 32.51 | $ | 31.85 | |||||||||||||||
| ERCOT West Hub | $ | 33.90 | $ | 35.47 | $ | 29.40 | $ | 32.37 | |||||||||||||||
| PJM AEP Dayton Hub | $ | 60.45 | $ | 43.51 | $ | 58.13 | $ | 43.99 | |||||||||||||||
| PJM Northern Illinois Hub | $ | 51.15 | $ | 42.80 | $ | 43.84 | $ | 36.37 | |||||||||||||||
| PJM Western Hub | $ | 70.00 | $ | 46.82 | $ | 72.84 | $ | 47.67 | |||||||||||||||
| MISO Indiana Hub | $ | 59.73 | $ | 46.93 | $ | 55.37 | $ | 43.72 | |||||||||||||||
| IS-ONE Massachusetts Hub | $ | 53.67 | $ | 50.19 | $ | 72.62 | $ | 64.15 | |||||||||||||||
| New York Zone A | $ | 48.47 | $ | 48.75 | $ | 60.69 | $ | 50.96 | |||||||||||||||
| CAISO NP15 | $ | 43.16 | $ | 41.30 | $ | 29.86 | $ | 36.27 | |||||||||||||||
| Average Natural Gas Price ($/MMBtu) | |||||||||||||||||||||||
| NYMEX Henry Hub | $ | 2.87 | $ | 3.03 | $ | 3.56 | $ | 3.48 | |||||||||||||||
| Houston Ship Channel | $ | 2.46 | $ | 2.69 | $ | 2.72 | $ | 2.96 | |||||||||||||||
| Permian Basin | $ | 1.75 | $ | 0.49 | $ | (0.79) | $ | 1.13 | |||||||||||||||
| Dominion South | $ | 1.78 | $ | 2.13 | $ | 2.85 | $ | 2.72 | |||||||||||||||
| Tetco ELA | $ | 2.62 | $ | 2.83 | $ | 3.38 | $ | 3.25 | |||||||||||||||
| Chicago Citygate | $ | 2.59 | $ | 2.77 | $ | 3.46 | $ | 3.21 | |||||||||||||||
| Tetco M3 | $ | 1.88 | $ | 2.27 | $ | 4.52 | $ | 3.70 | |||||||||||||||
| Algonquin Citygates | $ | 2.24 | $ | 2.96 | $ | 6.19 | $ | 5.85 | |||||||||||||||
| PG&E Citygate | $ | 3.09 | $ | 3.47 | $ | 2.24 | $ | 3.33 | |||||||||||||||
Estimated hedging levels for generation volumes in our Texas, East, and West segments as of September 30, 2026 were as follows:
|
Balance of 2026
|
2027 | ||||||||||
| Nuclear/Renewable/Coal Generation: | |||||||||||
| Texas | 100 | % | 100 | % | |||||||
| East | 97 | % | 88 | % | |||||||
| Natural Gas Generation: | |||||||||||
| Texas | 100 | % | 86 | % | |||||||
| East | 100 | % | 100 | % | |||||||
| West | 100 | % | 84 | % | |||||||
Seasonality
The demand for and market prices of electricity and natural gas are affected by weather. As a result, our operating results are impacted by extreme or sustained weather conditions and may fluctuate on a seasonal basis. Typically, demand for and the price of electricity is higher in the summer and winter seasons, when the temperatures are more extreme, and the demand for and price of natural gas is also generally higher in the winter. More severe weather conditions such as heat waves or extreme winter weather have made, and may make, such fluctuations more pronounced. The pattern of this fluctuation may change depending on, among other things, the retail load served and the terms of contracts to purchase or sell electricity.
VISTRA CORP.
To illustrate the impact of weather variability on our operating results, the following table presents cooling and heating degree days relative to normal levels by segment in the three and nine months ended September 30, 2026 and 2025.
| Three Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| Retail | Texas | East | West | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
| Weather - percent of normal (a): | |||||||||||||||||||||||||||||||||||||||||||||||
| Cooling degree days | 121 | % | 95 | % | 113 | % | 97 | % | 96 | % | 91 | % | 118 | % | 94 | % | |||||||||||||||||||||||||||||||
| Heating degree days | - | % | - | % | - | % | - | % | 142 | % | 61 | % | - | % | - | % | |||||||||||||||||||||||||||||||
| Nine Months Ended September 30, | |||||||||||||||||||||||||||||||||||||||||||||||
| Retail | Texas | East | West | ||||||||||||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||||||||||||
| Weather - percent of normal (a): | |||||||||||||||||||||||||||||||||||||||||||||||
| Cooling degree days | 122 | % | 98 | % | 113 | % | 104 | % | 99 | % | 94 | % | 124 | % | 93 | % | |||||||||||||||||||||||||||||||
| Heating degree days | 73 | % | 104 | % | 78 | % | 112 | % | 105 | % | 98 | % | 65 | % | 125 | % | |||||||||||||||||||||||||||||||
(a)Reflects cooling degree or heating degree days based on Weather Services International data. A degree day compares the average of the hourly outdoor temperatures during each day to a 65° Fahrenheit base temperature. Retail amounts represent weather data for the Dallas-Fort Worth area.
Results of Operations
The tables and discussion that follow present period-over-period changes in our results of operations and highlight the primary drivers of those variances for the periods presented.
In analyzing and planning for our business, we supplement our use of GAAP financial measures with non-GAAP financial measures, including EBITDA and Adjusted EBITDA as performance measures. These non-GAAP financial measures reflect an additional way of viewing aspects of our business that, when viewed with (i) our GAAP results and (ii) the accompanying reconciliations to corresponding GAAP financial measures, may provide a more complete understanding of factors and trends affecting our business. Because EBITDA and Adjusted EBITDA are financial measures that management uses to allocate resources, determine our ability to fund capital expenditures, assess performance against our peers, and evaluate overall financial performance, we believe they provide useful information for investors.
These non-GAAP financial measures should not be relied upon to the exclusion of GAAP financial measures and are, by definition, an incomplete understanding of Vistra and must be considered in conjunction with GAAP measures. In addition, non-GAAP financial measures are not standardized; therefore, it may not be possible to compare these financial measures with other companies' non-GAAP financial measures having the same or similar names. We strongly encourage investors to review the condensed consolidated financial statements and publicly filed reports in their entirety and not rely on any single financial measure.
When EBITDA or Adjusted EBITDA is discussed in reference to performance on a consolidated basis, the most directly comparable GAAP financial measure to EBITDA and Adjusted EBITDA is Net income (loss).
VISTRA CORP.
Consolidated Results of Operations
Three Months Ended September 30, 2026 Compared to the Three Months Ended September 30, 2025
The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the three months ended September 30, 2026:
| Three Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Retail | Texas | East | West |
Asset Closure |
Eliminations / Corporate and Other |
Vistra Consolidated |
|||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||
| Operating revenues | 4,814 | 2,855 | 1,830 | 133 | - | (3,285) | 6,347 | ||||||||||||||||||||||||||||||||||
| Fuel, purchased power costs and delivery fees | (4,327) | (566) | (850) | (74) | - | 3,287 | (2,530) | ||||||||||||||||||||||||||||||||||
| Operating costs | (47) | (248) | (370) | (13) | (5) | - | (683) | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (11) | (198) | (446) | (14) | 5 | (47) | (711) | ||||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | (288) | (44) | (48) | (4) | (15) | (49) | (448) | ||||||||||||||||||||||||||||||||||
| Impairment of long-lived assets | - | - | - | (269) | - | - | (269) | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | 141 | 1,799 | 116 | (241) | (15) | (94) | 1,706 | ||||||||||||||||||||||||||||||||||
| Other income, net | - | 55 | (19) | 1 | 1 | 6 | 44 | ||||||||||||||||||||||||||||||||||
| Interest expense and related charges | (4) | 9 | 23 | 3 | (1) | (284) | (254) | ||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 137 | 1,863 | 120 | (237) | (15) | (372) | 1,496 | ||||||||||||||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | (356) | (356) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 137 | $ | 1,863 | $ | 120 | $ | (237) | $ | (15) | $ | (728) | $ | 1,140 | |||||||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | 356 | 356 | ||||||||||||||||||||||||||||||||||
| Interest expense and related charges (a) | 4 | (9) | (23) | (3) | 1 | 284 | 254 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization (b) | 11 | 234 | 534 | 14 | (5) | 47 | 835 | ||||||||||||||||||||||||||||||||||
| EBITDA before Adjustments | 152 | 2,088 | 631 | (226) | (19) | (41) | 2,585 | ||||||||||||||||||||||||||||||||||
| Unrealized net (gain) loss resulting from commodity hedging transactions | (65) | (818) | 293 | 31 | - | - | (559) | ||||||||||||||||||||||||||||||||||
| Purchase accounting impacts | 5 | - | (4) | - | - | - | 1 | ||||||||||||||||||||||||||||||||||
| Non-cash compensation expenses | - | - | - | - | - | 35 | 35 | ||||||||||||||||||||||||||||||||||
| Transition and merger expenses | - | 1 | 3 | - | - | 22 | 26 | ||||||||||||||||||||||||||||||||||
| Impairment of long-lived assets | - | - | - | 269 | - | - | 269 | ||||||||||||||||||||||||||||||||||
| Insurance income (c) | - | (54) | - | - | (11) | - | (65) | ||||||||||||||||||||||||||||||||||
| Decommissioning-related activities (d) | - | 5 | 47 | (2) | 10 | - | 60 | ||||||||||||||||||||||||||||||||||
| Other, net | 6 | 5 | 9 | 4 | 2 | (18) | 8 | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 98 | $ | 1,227 | $ | 979 | $ | 76 | $ | (18) | $ | (2) | $ | 2,360 | |||||||||||||||||||||||||||
____________
(a)Corporate and Other includes $24 million of unrealized mark-to-market net gains on interest rate swaps.
(b)Includes nuclear fuel amortization of $36 million and $89 million, respectively, in the Texas and East segments.
(c)Includes involuntary conversion gain recognized from Martin Lake Incident property damage insurance in the Texas segment.
(d)Includes NDT (income) loss of the PJM nuclear facilities, ARO and environmental remediation expenses, and other expenses associated with the Moss Landing Incident.
VISTRA CORP.
The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the three months ended September 30, 2025:
| Three Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Retail | Texas | East | West |
Asset Closure |
Eliminations / Corporate and Other |
Vistra Consolidated |
|||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||
| Operating revenues | 4,139 | 1,799 | 1,750 | 165 | 2 | (2,884) | 4,971 | ||||||||||||||||||||||||||||||||||
| Fuel, purchased power costs and delivery fees | (3,815) | (544) | (866) | (32) | - | 2,887 | (2,370) | ||||||||||||||||||||||||||||||||||
| Operating costs | (54) | (243) | (338) | (15) | (12) | 7 | (655) | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (23) | (160) | (244) | (14) | - | (19) | (460) | ||||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | (270) | (38) | (59) | (2) | (16) | (59) | (444) | ||||||||||||||||||||||||||||||||||
| Impairment of long-lived assets | - | - | (5) | - | - | - | (5) | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | (23) | 814 | 238 | 102 | (26) | (68) | 1,037 | ||||||||||||||||||||||||||||||||||
| Other income, net | 1 | - | 100 | 1 | 1 | 2 | 105 | ||||||||||||||||||||||||||||||||||
| Interest expense and related charges | (18) | 9 | 16 | 2 | (1) | (294) | (286) | ||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | (40) | 823 | 354 | 105 | (26) | (360) | 856 | ||||||||||||||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | (204) | $ | (204) | |||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (40) | $ | 823 | $ | 354 | $ | 105 | $ | (26) | $ | (564) | $ | 652 | |||||||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | 204 | 204 | ||||||||||||||||||||||||||||||||||
| Interest expense and related charges (a) | 18 | (9) | (16) | (2) | 1 | 294 | 286 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization (b) | 23 | 195 | 338 | 14 | - | 18 | 588 | ||||||||||||||||||||||||||||||||||
| EBITDA before Adjustments | 1 | 1,009 | 676 | 117 | (25) | (48) | 1,730 | ||||||||||||||||||||||||||||||||||
| Unrealized net (gain) loss resulting from commodity hedging transactions | 20 | (239) | 93 | (57) | (1) | - | (184) | ||||||||||||||||||||||||||||||||||
| Purchase accounting impacts | 8 | 1 | 8 | - | - | - | 17 | ||||||||||||||||||||||||||||||||||
| Non-cash compensation expenses | - | - | - | - | - | 36 | 36 | ||||||||||||||||||||||||||||||||||
| Transition and merger expenses | 3 | - | 3 | - | - | 16 | 22 | ||||||||||||||||||||||||||||||||||
| Impairment of long-lived assets | - | - | 5 | - | - | - | 5 | ||||||||||||||||||||||||||||||||||
| Decommissioning-related activities (c) | - | 5 | (74) | 1 | 6 | - | (62) | ||||||||||||||||||||||||||||||||||
| ERP system implementation expenses | - | - | 1 | - | - | - | 1 | ||||||||||||||||||||||||||||||||||
| Other, net | 5 | 8 | 7 | 2 | 3 | (26) | (1) | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 37 | $ | 784 | $ | 719 | $ | 63 | $ | (17) | $ | (22) | $ | 1,564 | |||||||||||||||||||||||||||
____________
(a)Corporate and Other includes $10 million of unrealized mark-to-market net losses on interest rate swaps.
(b)Includes nuclear fuel amortization of $35 million and $94 million, respectively, in the Texas and East segments.
(c)Includes NDT (income) loss of the PJM nuclear facilities, ARO and environmental remediation expenses, and other expenses associated with the Moss Landing Incident.
VISTRA CORP.
Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025
The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the nine months ended September 30, 2026:
| Nine Months Ended September 30, 2026 | |||||||||||||||||||||||||||||||||||||||||
| Retail | Texas | East | West |
Asset Closure |
Eliminations / Corporate and Other |
Vistra Consolidated |
|||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||
| Operating revenues | 12,113 | 7,260 | 5,044 | 293 | 6 | (8,712) | 16,004 | ||||||||||||||||||||||||||||||||||
| Fuel, purchased power costs, and delivery fees | (11,262) | (1,345) | (2,828) | (114) | - | 8,715 | (6,834) | ||||||||||||||||||||||||||||||||||
| Operating costs | (122) | (802) | (1,153) | (45) | (114) | - | (2,236) | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (31) | (556) | (927) | (42) | (1) | (83) | (1,640) | ||||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | (775) | (148) | (142) | (9) | (46) | (147) | (1,267) | ||||||||||||||||||||||||||||||||||
| Impairment of long-lived assets | - | - | - | (269) | - | - | (269) | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | (77) | 4,409 | (6) | (186) | (155) | (227) | 3,758 | ||||||||||||||||||||||||||||||||||
| Other income, net | 1 | 104 | 67 | 1 | 6 | 27 | 206 | ||||||||||||||||||||||||||||||||||
| Interest expense and related charges | (27) | 33 | 69 | 10 | (2) | (912) | (829) | ||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | (103) | 4,546 | 130 | (175) | (151) | (1,112) | 3,135 | ||||||||||||||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | (661) | (661) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | (103) | $ | 4,546 | $ | 130 | $ | (175) | $ | (151) | $ | (1,773) | $ | 2,474 | |||||||||||||||||||||||||||
| Income tax expense | - | - | - | - | - | 661 | 661 | ||||||||||||||||||||||||||||||||||
| Interest expense and related charges (a) | 27 | (33) | (69) | (10) | 2 | 912 | 829 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization (b) | 31 | 658 | 1,191 | 42 | 1 | 83 | 2,006 | ||||||||||||||||||||||||||||||||||
| EBITDA before Adjustments | (45) | 5,171 | 1,252 | (143) | (148) | (117) | 5,970 | ||||||||||||||||||||||||||||||||||
| Unrealized net (gain) loss resulting from commodity hedging transactions | 961 | (2,986) | 1,147 | 68 | - | - | (810) | ||||||||||||||||||||||||||||||||||
| Purchase accounting impacts | 6 | - | (19) | - | - | (13) | (26) | ||||||||||||||||||||||||||||||||||
| Non-cash compensation expenses | - | - | - | - | - | 102 | 102 | ||||||||||||||||||||||||||||||||||
| Transition and merger expenses | - | 1 | 5 | - | - | 46 | 52 | ||||||||||||||||||||||||||||||||||
| Impairment of long-lived assets | - | - | - | 269 | - | - | 269 | ||||||||||||||||||||||||||||||||||
| Insurance income (c) | - | (102) | - | - | (17) | - | (119) | ||||||||||||||||||||||||||||||||||
| Decommissioning-related activities (d) | - | 13 | 12 | (1) | 102 | - | 126 | ||||||||||||||||||||||||||||||||||
| Other, net | 17 | 27 | 25 | 7 | 3 | (64) | 15 | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 939 | $ | 2,124 | $ | 2,422 | $ | 200 | $ | (60) | $ | (46) | $ | 5,579 | |||||||||||||||||||||||||||
____________
(a)Corporate and Other includes $31 million of unrealized mark-to-market net gains on interest rate swaps.
(b)Includes nuclear fuel amortization of $102 million and $265 million, respectively, in the Texas and East segments.
(c)Includes involuntary conversion gain recognized from Martin Lake Incident property damage insurance in the Texas segment and revenues from Moss Landing Incident business interruption proceeds in the Asset Closure segment.
(d)Includes NDT (income) loss of the PJM nuclear facilities, ARO and environmental remediation expenses, and other expenses associated with the Moss Landing Incident.
VISTRA CORP.
The following table presents Net income (loss), EBITDA and Adjusted EBITDA for the nine months ended September 30, 2025:
| Nine Months Ended September 30, 2025 | |||||||||||||||||||||||||||||||||||||||||
| Retail | Texas | East | West |
Asset Closure |
Eliminations / Corporate and Other |
Vistra Consolidated |
|||||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||||||||
| Operating revenues | 10,839 | 3,797 | 4,610 | 347 | 26 | (6,465) | 13,154 | ||||||||||||||||||||||||||||||||||
| Fuel, purchased power costs, and delivery fees | (8,848) | (1,509) | (2,784) | (119) | - | 6,469 | (6,791) | ||||||||||||||||||||||||||||||||||
| Operating costs | (131) | (778) | (1,020) | (45) | (113) | 6 | (2,081) | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization | (70) | (477) | (876) | (45) | 2 | (57) | (1,523) | ||||||||||||||||||||||||||||||||||
| Selling, general, and administrative expenses | (769) | (122) | (175) | (11) | (52) | (125) | (1,254) | ||||||||||||||||||||||||||||||||||
| Impairment of long-lived assets | - | (68) | (5) | - | - | - | (73) | ||||||||||||||||||||||||||||||||||
| Operating income (loss) | 1,021 | 843 | (250) | 127 | (137) | (172) | 1,432 | ||||||||||||||||||||||||||||||||||
| Other income, net | 1 | 82 | 199 | 1 | 3 | 5 | 291 | ||||||||||||||||||||||||||||||||||
| Interest expense and related charges | (53) | 41 | 36 | 4 | (3) | (933) | (908) | ||||||||||||||||||||||||||||||||||
| Income (loss) before income taxes | 969 | 966 | (15) | 132 | (137) | (1,100) | 815 | ||||||||||||||||||||||||||||||||||
| Income tax expense | - | - | (1) | - | - | (103) | (104) | ||||||||||||||||||||||||||||||||||
| Net income (loss) | $ | 969 | $ | 966 | $ | (16) | $ | 132 | $ | (137) | $ | (1,203) | $ | 711 | |||||||||||||||||||||||||||
| Income tax expense | - | - | 1 | - | - | 103 | 104 | ||||||||||||||||||||||||||||||||||
| Interest expense and related charges (a) | 53 | (41) | (36) | (4) | 3 | 933 | 908 | ||||||||||||||||||||||||||||||||||
| Depreciation and amortization (b) | 70 | 573 | 1,146 | 45 | (2) | 57 | 1,889 | ||||||||||||||||||||||||||||||||||
| EBITDA before Adjustments | 1,092 | 1,498 | 1,095 | 173 | (136) | (110) | 3,612 | ||||||||||||||||||||||||||||||||||
| Unrealized net (gain) loss resulting from commodity hedging transactions | (136) | (109) | 621 | (7) | (2) | - | 367 | ||||||||||||||||||||||||||||||||||
| Purchase accounting impacts | 16 | 1 | 31 | - | - | - | 48 | ||||||||||||||||||||||||||||||||||
| Non-cash compensation expenses | - | - | - | - | - | 82 | 82 | ||||||||||||||||||||||||||||||||||
| Transition and merger expenses | 8 | - | 4 | - | - | 50 | 62 | ||||||||||||||||||||||||||||||||||
| Impairment of long-lived assets | - | 68 | 5 | - | - | - | 73 | ||||||||||||||||||||||||||||||||||
| Insurance income (c) | - | (80) | - | - | (21) | - | (101) | ||||||||||||||||||||||||||||||||||
| Decommissioning-related activities (d) | - | 14 | (120) | 1 | 95 | - | (10) | ||||||||||||||||||||||||||||||||||
| ERP system implementation expenses | 3 | 3 | 4 | - | 1 | - | 11 | ||||||||||||||||||||||||||||||||||
| Other, net (e) | (6) | 21 | 11 | 7 | 5 | (70) | (32) | ||||||||||||||||||||||||||||||||||
| Adjusted EBITDA | $ | 977 | $ | 1,416 | $ | 1,651 | $ | 174 | $ | (58) | $ | (48) | $ | 4,112 | |||||||||||||||||||||||||||
____________
(a)Corporate and Other includes $84 million of unrealized mark-to-market net losses on interest rate swaps.
(b)Includes nuclear fuel amortization of $96 million and $270 million, respectively, in the Texas and East segments.
(c)Includes involuntary conversion gain recognized from Martin Lake Incident property damage insurance in the Texas segment and revenues from Moss Landing Incident business interruption proceeds in the Asset Closure segment.
(d)Includes NDT (income) loss of the PJM nuclear facilities, ARO and environmental remediation expenses, and other expenses associated with the Moss Landing Incident.
(e)Includes the final application of bill credits to large commercial and industrial customers that curtailed their usage during Winter Storm Uri in the Retail segment.
Net income for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 increased by $488 million. Adjusted EBITDA for the three months ended September 30, 2026 compared to the three months ended September 30, 2025 increased by $796 million.
Net income for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 increased by $1.763 billion. Adjusted EBITDA for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025 increased by $1.467 billion.
VISTRA CORP.
The primary drivers for the changes in net income and Adjusted EBITDA include:
|
Three Months Ended September 30, 2026 Compared to 2025
|
Nine Months Ended
September 30, 2026 Compared to 2025
|
||||||||||
| (in millions) | |||||||||||
|
Favorable year-to-date realized revenue net of fuel driven primarily by higher realized capacity prices in East, higher realized energy margins in Texas due to higher realized prices and optimizing the dispatch of select gas units in response to favorable market conditions, the addition of plants acquired in the Lotus Acquisition, and Martin Lake Unit 1 return to service
Favorable quarter-to-date realized revenue net of fuel driven primarily by higher realized energy prices in Texas, the addition of plants acquired in the Lotus Acquisition, and Martin Lake Unit 1 return to service
|
$ | 768 | $ | 1,689 | |||||||
| Unfavorable year-to-date retail margins driven by increase in excess volumes sold at lower wholesale prices in the first quarter, partially offset by favorable second and third quarter margins driven by higher contractual rates | 48 | (15) | |||||||||
| Favorable/ (unfavorable) change in retail customer consumption due to weather | 19 | (10) | |||||||||
| Increase in plant operating costs due primarily to higher maintenance and outage costs and the addition of plants acquired in the Lotus Acquisition | (42) | (169) | |||||||||
| Unfavorable year-to-date change in SG&A and other primarily due to higher technology and legal costs | 3 | (28) | |||||||||
| Change in Adjusted EBITDA | $ | 796 | $ | 1,467 | |||||||
| Change in depreciation and amortization, including nuclear fuel amortization | (247) | (117) | |||||||||
| Change in unrealized net gains resulting from commodity hedging transactions | 375 | 1,177 | |||||||||
| Change in income tax benefit | (152) | (557) | |||||||||
| Impairment of long-lived assets | (264) | (196) | |||||||||
| Increase in insurance income | 65 | 18 | |||||||||
| Decommissioning-related activities | (122) | (136) | |||||||||
| Other (including interest expense and income tax expense) | 37 | 107 | |||||||||
| Change in Net income | $ | 488 | $ | 1,763 | |||||||
Results of Operations by Segment
The following section presents the results of operations and net income (loss) of Vistra's reportable business segments. See Note 19 of the Financial Statements for a discussion of the Company's segments as defined under the accounting standards for segment reporting.
Retail
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net income (loss) | $ | 137 | $ | (40) | $ | (103) | $ | 969 | |||||||||||||||
| Adjusted EBITDA | $ | 98 | $ | 37 | $ | 939 | $ | 977 | |||||||||||||||
| Retail electricity sales volumes (GWh): | |||||||||||||||||||||||
| Sales volumes in ERCOT | 23,300 | 23,121 | 57,530 | 60,971 | |||||||||||||||||||
| Sales volumes in Northeast/Midwest | 15,124 | 16,941 | 42,803 | 45,681 | |||||||||||||||||||
| Total retail electricity sales volumes | 38,424 | 40,062 | 100,333 | 106,652 | |||||||||||||||||||
For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, Retail net income increased primarily due to an $85 million increase in unrealized mark-to-market gains on commodity derivative positions, and higher retail margins driven by higher contractual rates and a slight increase in customer consumption due to weather.
VISTRA CORP.
For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, Retail net income decreased due to a $1.097 billion increase in unrealized mark-to-market losses on commodity derivative positions, a decrease in retail margins primarily due to an increase in excess volumes sold at lower wholesale prices in the first quarter, and a decrease in customer consumption due to weather.
Texas
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net income | $ | 1,863 | $ | 823 | $ | 4,546 | $ | 966 | |||||||||||||||
| Adjusted EBITDA | $ | 1,227 | $ | 784 | $ | 2,124 | $ | 1,416 | |||||||||||||||
| Production volumes (GWh): | |||||||||||||||||||||||
| Natural gas facilities | 16,499 | 15,455 | 37,363 | 35,800 | |||||||||||||||||||
| Lignite and coal facilities | 7,735 | 6,223 | 19,464 | 16,531 | |||||||||||||||||||
| Nuclear facilities | 5,198 | 5,028 | 14,878 | 14,747 | |||||||||||||||||||
| Solar facilities | 349 | 212 | 861 | 587 | |||||||||||||||||||
| Capacity factors: | |||||||||||||||||||||||
| CCGT facilities | 81.7 | % | 73.7 | % | 64.8 | % | 58.6 | % | |||||||||||||||
| Lignite and coal facilities | 72.7 | % | 58.5 | % | 61.7 | % | 52.4 | % | |||||||||||||||
| Nuclear facilities | 98.1 | % | 94.9 | % | 94.6 | % | 93.8 | % | |||||||||||||||
For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, Texas net income increased primarily due to a $579 million increase in unrealized mark-to-market gains on commodity derivative positions, and higher realized revenue net of fuel driven primarily by higher realized energy prices in Texas and Martin Lake Unit 1 return to service.
For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, Texas net income increased primarily due to a $2.877 billion increase in unrealized mark-to-market gains on commodity derivative positions, higher realized revenue net of fuel driven primarily by higher realized energy margins in Texas due to higher realized prices and optimizing the dispatch of select gas units in response to favorable market conditions, and Martin Lake Unit 1 return to service.
East
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net income (loss) | $ | 120 | $ | 354 | $ | 130 | $ | (16) | |||||||||||||||
| Adjusted EBITDA | $ | 979 | $ | 719 | $ | 2,422 | $ | 1,651 | |||||||||||||||
| Production volumes (GWh): | |||||||||||||||||||||||
| Natural gas facilities | 20,307 | 16,902 | 53,562 | 43,742 | |||||||||||||||||||
| Lignite and coal facilities | 5,461 | 5,080 | 12,933 | 14,274 | |||||||||||||||||||
| Nuclear facilities | 8,368 | 8,544 | 24,366 | 24,240 | |||||||||||||||||||
| Solar facilities | 186 | 80 | 354 | 191 | |||||||||||||||||||
| Capacity factors: | |||||||||||||||||||||||
| CCGT facilities | 68.5 | % | 69.5 | % | 61.3 | % | 61.3 | % | |||||||||||||||
| Lignite and coal facilities | 63.0 | % | 58.6 | % | 50.3 | % | 55.5 | % | |||||||||||||||
| Nuclear facilities | 93.6 | % | 95.6 | % | 91.9 | % | 91.4 | % | |||||||||||||||
VISTRA CORP.
For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, East net income decreased primarily due to a $200 million increase in unrealized mark-to-market losses on commodity derivative positions and a $120 million decrease in NDT net income, partially offset by the addition of the plants acquired in the Lotus Acquisition.
For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, East net income increased primarily due to higher realized capacity prices and the addition of plants acquired in the Lotus Acquisition, partially offset by a $526 million increase in unrealized mark-to-market losses on commodity derivative positions and a $131 million decrease in NDT net income.
West
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net income (loss) | $ | (237) | $ | 105 | $ | (175) | $ | 132 | |||||||||||||||
| Adjusted EBITDA | $ | 76 | $ | 63 | $ | 200 | $ | 174 | |||||||||||||||
| Production volumes (GWh): | |||||||||||||||||||||||
| Natural gas facilities | 1,461 | 582 | 2,426 | 1,629 | |||||||||||||||||||
| Solar facilities | 30 | - | 30 | - | |||||||||||||||||||
| Capacity factors: | |||||||||||||||||||||||
| CCGT facilities | 64.8 | % | 25.8 | % | 35.8 | % | 24.3 | % | |||||||||||||||
For the three and nine months ended September 30, 2026 compared to the three and nine months ended September 30, 2025, West net income decreased primarily due to a $269 million impairment related to our Moss Landing 350 MW battery facility, and an increase in unrealized mark-to-market losses on commodity derivative positions of $88 million and $75 million, respectively, partially offset by higher realized capacity revenue.
Asset Closure Segment
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Net loss | $ | (15) | $ | (26) | $ | (151) | $ | (137) | |||||||||||||||
Asset Closure net loss increased primarily due to incremental costs associated with the Moss Landing Incident, net of property damage and business interruption insurance recoveries, recognized in the nine months ended September 30, 2026.
Disaggregated Consolidated Statement of Operations Results
Explanations of variations between periods for selected income statement categories are provided below:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Operating revenues | $ | 6,347 | $ | 4,971 | $ | 16,004 | $ | 13,154 | |||||||||||||||
For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, operating revenues increased primarily due to increases of $357 million in unrealized mark-to-market gains on commodity derivative positions, higher wholesale capacity and energy revenues, higher retail revenue contractual rates, the addition of plants acquired in the Lotus Acquisition, and Martin Lake Unit 1 return to service.
VISTRA CORP.
For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, operating revenues increased primarily due to increases of $894 million in unrealized mark-to-market gains on commodity derivative positions, higher wholesale capacity and energy revenues, the addition of plants acquired in the Lotus Acquisition, and Martin Lake Unit 1 return to service, partially offset by lower retail margins.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Fuel, purchased power costs, and delivery fees | $ | (2,530) | $ | (2,370) | $ | (6,834) | $ | (6,791) | |||||||||||||||
For the three and nine months ended September 30, 2026 compared to the same periods in 2025, fuel, purchased power costs, and delivery fees increased primarily due to increases of $178 million and $326 million, respectively, in realized fuel costs, which were partially attributable to the addition of plants acquired in the Lotus Acquisition. These increases were partially offset by increases of $18 million and $283 million, respectively, in unrealized mark-to-market gains on commodity derivative positions.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Operating costs | $ | (683) | $ | (655) | $ | (2,236) | $ | (2,081) | |||||||||||||||
For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, operating costs increased primarily due to higher maintenance and outage costs, the addition of plants acquired in the Lotus Acquisition, and incremental costs associated with the Moss Landing Incident, net of insurance recoveries, recognized in the three months ended September 30, 2026.
For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, operating costs increased primarily due to higher maintenance and outage costs, and the addition of plants acquired in the Lotus Acquisition, partially offset by incremental costs associated with the Moss Landing Incident, net of insurance recoveries, recognized in the nine months ended September 30, 2026.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Depreciation and amortization | $ | (711) | $ | (460) | $ | (1,640) | $ | (1,523) | |||||||||||||||
For the three and nine months ended September 30, 2026, depreciation and amortization increased primarily due to the addition of plants acquired in the Lotus Acquisition and Martin Lake Unit 1 return to service, partially offset by the absence of depreciation and amortization expense recorded for the Moss Landing 300 and 100 MW battery projects and Retail customer relationship intangible assets and other one-time retirements recorded in the nine months ended September 30, 2025.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Selling, general, and administrative expenses | $ | (448) | $ | (444) | $ | (1,267) | $ | (1,254) | |||||||||||||||
For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, selling, general, and administrative expenses increased primarily due to increases in retail selling costs of $23 million, stock-based compensation expense of $20 million, and technology costs of $12 million, partially offset by lower transition and merger costs and legal costs.
VISTRA CORP.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Impairment of long-lived assets | $ | (269) | $ | (5) | $ | (269) | $ | (73) | |||||||||||||||
In the third quarter of 2026, we recognized a $269 million impairment related to our Moss Landing 350 MW battery facility. In the second and third quarters of 2025, we recognized impairments of $68 million and $5 million, respectively, related to development projects we have no plans to complete.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Other income, net | $ | 44 | $ | 105 | $ | 206 | $ | 291 | |||||||||||||||
For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, other income, net decreased primarily due to a decrease in NDT net income of $120 million, consisting of unrealized losses on investments of $111 million and realized loss on investments of $9 million, partially offset by an increase of $54 million in involuntary conversion gains for Martin Lake insurance proceeds.
For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, other income, net decreased primarily due to a decrease in NDT net income of $131 million, consisting of unrealized losses on investments of $206 million and realized income of $75 million, partially offset by an increase of $25 million in involuntary conversion gains for Martin Lake insurance proceeds.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Interest expense and related charges | $ | (254) | $ | (286) | $ | (829) | $ | (908) | |||||||||||||||
For the three months ended September 30, 2026 compared to the three months ended September 30, 2025, interest expense and related charges decreased primarily due to a $34 million increase in unrealized mark-to-market gains on interest rate swaps.
For the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, interest expense and related charges decreased primarily due to a $115 million increase in unrealized mark-to-market gains on interest rate swaps, partially offset by $35 million in debt extinguishment losses on the Term Loan Facility and senior notes repayments.
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Income tax expense | $ | (356) | $ | (204) | $ | (661) | $ | (104) | |||||||||||||||
| Effective tax rate | 23.8 | % | 23.8 | % | 21.1 | % | 12.8 | % | |||||||||||||||
For the three and nine months ended September 30, 2026 compared to the same periods in 2025, income tax expense increased primarily due to an increase in pretax book income.
Liquidity and Capital Resources
Our primary sources of liquidity and capital consist of (i) cash and cash equivalents, (ii) net cash provided by operating activities, (iii) available capacity under our credit facilities, and (iv) access to the debt and equity capital markets. Within the bounds of our risk management program and policies, we use a variety of derivative instruments to enhance the stability of future cash flows to maintain sufficient financial resources for working capital, debt service, capital expenditures, debt covenant compliance, and/or other needs. Our hedging strategy is designed to preserve cash flow certainty while maintaining appropriate risk tolerances across our generation portfolio. We complement our hedging strategy with long-term contracted revenues, including power purchase agreements, to lower our overall hedging requirements.
VISTRA CORP.
Sources and Uses of Cash
| Nine Months Ended September 30, | |||||||||||||||||
| 2026 | 2025 | Change | |||||||||||||||
| (in millions) | |||||||||||||||||
| Net cash provided by operating activities | $ | 4,330 | $ | 2,638 | $ | 1,692 | |||||||||||
| Net cash used in investing activities | $ | (2,023) | $ | (2,162) | $ | 139 | |||||||||||
| Net cash used in financing activities | $ | (353) | $ | (1,060) | $ | 707 | |||||||||||
Operating Cash Flows
The change in net cash provided by operating activities was primarily driven by (i) increased realized revenue net of fuel driven primarily by higher realized capacity prices in the East segment, higher energy margins in the Texas segment, the addition of plants acquired in the Lotus Acquisition and Martin Lake Unit 1 return to service and (ii) a $177 million decrease in net margin deposits posted supporting our hedging strategy.
Investing Cash Flows
The change in net cash used in investing activities is primarily driven by (i) $356 million in lower net purchases of environmental allowances in 2026 and (ii) a $48 million increase in insurance proceeds received in 2026 for recovery of damaged property, plant, and equipment associated with the Moss Landing Incident and Martin Lake Incident.
Financing Cash Flows
Our significant financing activities during the nine months ended September 30, 2026 and 2025 are as follows:
•For the nine months ended September 30, 2026, we (i) repaid $2.450 billion in outstanding borrowings under the Term Loan Facility, (ii) repaid $1.8 billion under the Revolving Credit Facility and the Commodity-Linked Facility, (iii) repaid $1.3 billion of senior notes, (iv) repaid $1.225 billion under the accounts receivable financing facilities, (v) paid $917 million to repurchase common stock, (vi) paid $348 million in dividends to common and preferred shareholders, and (vii) repaid $112 million under the BCOP Credit Facility.
•For the nine months ended September 30, 2026, we issued $6.25 billion in senior notes and $1.5 billion in junior subordinated notes and borrowed $236 million under the TxEF Loan.
•For the nine months ended September 30, 2025, we (i) repaid $744 million of senior notes, (ii) paid $776 million to repurchase common stock, and (iii) paid $346 million in dividends to common and preferred shareholders.
•For the nine months ended September 30, 2025, we borrowed $475 million under the accounts receivable financing facilities and $424 million under the BCOP Credit Facility.
Liquidity
The following table summarizes changes in available liquidity for the nine months ended September 30, 2026:
| September 30, 2026 | December 31, 2025 | Change | |||||||||||||||
| (in millions) | |||||||||||||||||
| Cash and cash equivalents (a) | $ | 2,743 | $ | 785 | $ | 1,958 | |||||||||||
| Vistra Operations - Revolving Credit Facility (b) | 4,714 | 1,996 | 2,718 | ||||||||||||||
| Vistra Operations - Commodity-Linked Facility (c) | 1,466 | 2 | 1,464 | ||||||||||||||
| Total available liquidity (d)(e) | $ | 8,923 | $ | 2,783 | $ | 6,140 | |||||||||||
____________
(a)See the condensed consolidated statements of cash flows in the Financial Statements and Sources and Uses of Cash above for details of the increase in cash and cash equivalents for the nine months ended September 30, 2026.
(b)The increase in availability for the nine months ended September 30, 2026 was driven by (a) the June 2026 amendment to the Vistra Operations Credit Agreement which, among other things, increased the revolving credit commitments by $2.060 billion and (b) a $380 million decrease in cash borrowings, and a $278 million decrease in letters of credit outstanding under the Revolving Credit Facility.
VISTRA CORP.
(c)As of September 30, 2026 and December 31, 2025, the borrowing bases were less than the facility limit of $1.75 billion. As of September 30, 2026, available capacity reflects the borrowing base of $1.466 billion and no cash borrowings. As of December 31, 2025, available capacity reflects the borrowing base of $1.422 billion and $1.420 billion in cash borrowings.
(d)Excludes amounts available to be borrowed under the Receivables Facility and the Repurchase Facility, respectively. See Note 12 to the Financial Statements for additional information.
(e)Excludes any additional letters of credit that may be issued under the LOC Facilities or the Alternative LOC Facilities. See Note 12 to the Financial Statements for additional information.
In October and November 2026, we redeemed the Series A Preferred Stock for $1 billion, paid approximately $2.2 billion in cash as part of our acquisition of Cogentrix, borrowed the full capacity under the Receivables Facility and Repurchase Facility and repaid approximately $1.7 billion of debt assumed in the acquisition of Cogentrix which reduced available liquidity.
We believe that we will have access to sufficient liquidity to fund our anticipated cash requirements through at least the next 12 months, including the maturity of 2026 and 2027 debt obligations, the redemption of the Series B Preferred Stock, and the upcoming payments associated with the acquisition of Nuveen's noncontrolling interest in Vistra Vision discussed in Note 12 to the Financial Statements.
Additionally, as of September 30, 2026, the $500 million initial commitment associated with our investment in the Helix Fund remains callable by the fund's general partner. The remaining $500 million commitment is contingent on the Helix Fund meeting certain commercial power supply milestones for our existing generation assets which has not occurred as of September 30, 2026. The timing and amount of future capital calls will be determined by the fund's general partner and are not within our control. We expect to have access to sufficient liquidity to fund our initial $500 million commitment when called by the fund's general partner. See Note 7 to the Financial Statements for additional information.
Our operational cash flows tend to be seasonal and weighted toward the second half of the year.
Liquidity Effects of Commodity Hedging and Trading Activities
We have entered into commodity hedging and trading transactions that require us to post collateral if the forward price of the underlying commodity moves such that the hedging or trading instrument we hold has declined in value. We use cash, letters of credit, Eligible Assets (see Note 11 to the Financial Statements for additional information) and other forms of credit support to satisfy such collateral posting obligations. See Note 12 to the Financial Statements for additional information.
Exchange-cleared transactions typically require initial margin (i.e., the upfront cash and/or letter of credit posted to take into account the size and maturity of the positions and credit quality) in addition to variation margin (i.e., the daily cash margin posted to take into account changes in the value of the underlying commodity). The amount of initial margin required is generally defined by exchange rules. Clearing agents, however, typically have the right to request additional initial margin based on various factors, including market depth, volatility and credit quality, which may be in the form of cash, letters of credit, a guaranty or other forms as negotiated with the clearing agent. Cash collateral received from counterparties is either used for working capital and other business purposes, including reducing borrowings under credit facilities, or is required to be deposited in a separate account and restricted from being used for working capital and other corporate purposes. With respect to over-the-counter transactions, counterparties generally have the right to substitute letters of credit for such cash collateral. In such event, the cash collateral previously posted would be returned to such counterparties, which would reduce liquidity in the event the cash was not restricted.
As of September 30, 2026, we received or posted cash, letters of credit, and Eligible Assets for commodity hedging and trading activities as follows:
•$1.872 billion in cash and Eligible Assets has been posted with counterparties as compared to $1.577 billion posted as of December 31, 2025;
•$124 million in cash has been received from counterparties as compared to $7 million received as of December 31, 2025;
•$2.670 billion in letters of credit has been posted with counterparties as compared to $2.489 billion posted as of December 31, 2025; and
•$69 million in letters of credit has been received from counterparties as compared to $162 million received as of December 31, 2025.
VISTRA CORP.
See Note 16 to the Financial Statements for information related to collateral posted in accordance with the PUCT and ISO/RTO rules.
Income Tax Payments
In the next 12 months, we expect to make approximately $4 million in federal income tax payments, offset by $3 million in federal income tax refunds, and $98 million in state income tax payments, offset by $17 million in state tax refunds. We have taken the CAMT, forecasted OBBBA, and Cogentrix Acquisition impacts into account when forecasting cash taxes and do not expect Vistra to be subject to the CAMT in the 2026 tax year.
For the nine months ended September 30, 2026, there were no federal income tax payments and $41 million in state income tax payments, offset by $2 million in state income tax refunds.
Financial Covenants and Cross-Default Provisions
The Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, and LOC Facilities each include a financial covenant. The Vistra Operations Credit Agreement, Vistra Operations Commodity-Linked Credit Agreement, LOC Facilities, and certain of our other financing arrangements include cross-default provisions that could result in an event of default if there were a failure under financing arrangements to meet payment terms or to observe covenants that could result in an acceleration of payments due. See Note 12 to the Financial Statements for additional information.
Guarantor Summary Financial Information
In September 2026, Vistra Operations issued $1.5 billion aggregate principal amount of junior subordinated notes. The following tables summarize the combined financial information of (i) Vistra Corp., which is the ultimate parent company and guarantor of the Vistra Operations Junior Subordinated Notes, on a stand-alone, unconsolidated basis and (ii) Vistra Operations, whose Junior Subordinated Notes are irrevocably and unconditionally guaranteed by Vistra Corp., on a stand-alone, unconsolidated basis. Vistra Corp.'s guarantee is irrevocable and unconditional and covers the due and punctual payment of principal, premium, if any, and interest on the applicable debt securities, as well as Vistra Operations' other obligations under the applicable indenture and debt securities when due and payable. See Note 12 to the Financial Statements for discussion of the Vistra Operations Junior Subordinated Notes.
The financial information presented below is summarized for Vistra Corp. and Vistra Operations on a combined basis, after elimination of intercompany transactions, and excludes the investments in and equity in the earnings of any subsidiaries. The summarized financial information should be read in conjunction with the consolidated financial statements and notes thereto of Vistra.
Vistra Corp. files a consolidated U.S. federal income tax return. Consolidated income tax expense or benefits and deferred tax assets and liabilities have been allocated between Vistra Corp., Vistra Operations and non-guarantor subsidiaries.
| Nine Months Ended September 30, 2026 | ||||||||
| Summarized Statement of Operations | (in millions) | |||||||
| Operating revenues (a) | $ | 642 | ||||||
| Operating revenues - non guarantor subsidiaries (a) | (263) | |||||||
| Total operating revenues | 379 | |||||||
| Selling, general, and administrative expenses | (180) | |||||||
| Interest expense and related charges | (827) | |||||||
| Net loss before income taxes | (652) | |||||||
| Income tax benefit | 148 | |||||||
| Net loss | $ | (504) | ||||||
____________
(a)Includes unrealized gains and losses on commodity derivative transactions.
VISTRA CORP.
| September 30, 2026 | December 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Summarized Balance Sheets | |||||||||||
| Total current assets | $ | 2,770 | $ | 664 | |||||||
| Accumulated deferred income taxes | 752 | 1,197 | |||||||||
| Total noncurrent assets | 1,054 | 1,405 | |||||||||
| Total assets | $ | 3,824 | $ | 2,069 | |||||||
| Short-term borrowings | $ | - | $ | 1,800 | |||||||
| Long-term debt due currently | 2,602 | 525 | |||||||||
| Forward repurchase obligations due currently | 622 | 632 | |||||||||
| Due to non-guarantor subsidiaries | 2,428 | 991 | |||||||||
| Total current liabilities | 6,431 | 4,515 | |||||||||
| Long-term debt, less due currently | 16,444 | 14,552 | |||||||||
| Total noncurrent liabilities | 16,787 | 15,122 | |||||||||
| Total liabilities | 23,218 | 19,637 | |||||||||
| Total equity | (19,394) | (17,568) | |||||||||
| Total liabilities and equity | $ | 3,824 | $ | 2,069 | |||||||
Guarantees
See Note 16 to the Financial Statements for additional information.
Commitments and Contingencies
See Note 16 to the Financial Statements for additional information.
Critical Accounting Estimates
The Company's discussion and analysis of its financial position and results of operations is based upon its condensed consolidated financial statements. The preparation of these condensed consolidated financial statements requires estimation and judgment that affect the reported amounts of revenue, expenses, assets, and liabilities. The Company bases its estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the accounting for assets and liabilities that are not readily apparent from other sources. If the estimates differ materially from actual results, the impact in the condensed consolidated financial statements may be material. The Company's critical accounting estimates are disclosed in our 2025 Form 10-K. There have been no material changes to our critical accounting estimates from those disclosed in our 2025 Form 10-K.
Changes in Accounting Standards
See Note 1 to the Financial Statements for additional information.
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