XML 47 R24.htm IDEA: XBRL DOCUMENT v3.24.0.1
Equity
 12 Months Ended
Dec. 31, 2023
Stockholders' Equity Note [Abstract]  
Equity EQUITY
Common Stock Issuances and Repurchases

Changes in the number of shares of common stock issued and outstanding for the years ended December 31, 2023, 2022 and 2021 are reflected in the table below.
Shares
Issued		Treasury
Shares		Shares Outstanding
Balance at December 31, 2020530,349,112 (41,043,224)489,305,888 
Shares issued (a)2,583,761 — 2,583,761 
Shares retired(3,397)— (3,397)
Shares repurchased (b)— (27,988,518)(27,988,518)
Balance at December 31, 2021532,929,476 (69,031,742)463,897,734 
Shares issued (a)4,262,575 — 4,262,575 
Shares retired(12,979)— (12,979)
Shares repurchased (b)— (78,470,547)(78,470,547)
Balance at December 31, 2022537,179,072 (147,502,289)389,676,783 
Shares issued (a)6,474,491 — 6,474,491 
Shares retired(18,391)— (18,391)
Shares repurchased (b)— (44,994,499)(44,994,499)
Balance at December 31, 2023543,635,172 (192,496,788)351,138,384 
____________
(a)Shares issued include share awards granted to nonemployee directors.
(b)Shares repurchased include 318,632, 78,087 and 5,174,863 of unsettled shares as of December 31, 2023, 2022 and 2021, respectively.

Share Repurchase Programs

Current Share Repurchase Program — In October 2021, we announced that the Board authorized a share repurchase program (Share Repurchase Program) under which up to $2.0 billion of our outstanding shares of common stock may be repurchased. The Share Repurchase Program became effective on October 11, 2021, at which time it superseded the 2020 Share Repurchase Program (described below) and any authorization remaining as of such date. In August 2022, March 2023 and February 2024, the Board authorized incremental amounts of $1.25 billion, $1.0 billion and $1.5 billion, respectively, for repurchases to bring the total authorized under the Share Repurchase Program to $5.75 billion.
$5.75 Billion Board Authorization
Total Number of Shares RepurchasedAverage Price Paid
Per Share		Amount Paid for Shares RepurchasedAmount Available for Additional Repurchases at the End of the Period
Year Ended December 31, 2021
19,330,365$21.16 $409 
Year Ended December 31, 2022
78,470,547$23.40 $1,836 
Year Ended December 31, 2023 (a)
44,994,49927.89 1,255 
Total repurchased through December 31, 2023
142,795,411$24.51 $3,500 $750 
January 1, 2024 through February 23, 20244,489,65141.39 186 
Total repurchased through February 23, 2024 (b)147,285,062$25.03 $3,686 $2,064 
____________
(a)Shares repurchased include 318,632 of unsettled shares for $12 million as of December 31, 2023.
(b)Amount available for additional repurchases at the end of the period includes additional $1.5 billion authorization approved by the Board in February 2024.
Under the Share Repurchase Program, shares of the Company's common stock may be repurchased in open market transactions at prevailing market prices, in privately negotiated transactions, pursuant to plans complying with the Exchange Act, or by other means in accordance with federal securities laws. The actual timing, number and value of shares repurchased under the Share Repurchase Program or otherwise will be determined at our discretion and will depend on a number of factors, including our capital allocation priorities, the market price of our stock, general market and economic conditions, applicable legal requirements and compliance with the terms of our debt agreements and the certificates of designation of the Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock, respectively.

Superseded Share Repurchase Program — In September 2020, we announced that the Board authorized a share repurchase program (2020 Share Repurchase Program) under which up to $1.5 billion of our outstanding shares of common stock may be repurchased. The 2020 Share Repurchase Program was effective on January 1, 2021. In the year ended December 31, 2021, 8,658,153 shares of our common stock were repurchased under the 2020 Share Repurchase Program for approximately $175 million at an average price of $20.21 per share of common stock. The 2020 Share Repurchase Program was superseded by the Share Repurchase Program described above in October 2021.

Preferred Stock

On October 15, 2021 (Series A Issuance Date), we issued 1,000,000 shares of Series A Preferred Stock in a private offering (Series A Offering). The net proceeds of the Series A Offering were approximately $990 million, after deducting underwriting commissions and offering expenses. We intend to use the net proceeds from the Series A Offering to repurchase shares of our outstanding common stock under the Share Repurchase Program (described above).

On December 10, 2021 (Series B Issuance Date), we issued 1,000,000 shares of Series B Preferred Stock in a private offering (Series B Offering). The net proceeds of the Series B Offering were approximately $985 million, after deducting underwriting commissions and offering expenses. We intend to use the net proceeds from the Series B Offering to pay for or reimburse existing and new eligible renewable and battery ESS developments.

On December 29, 2023 (Series C Issuance Date), we issued 476,081 shares of Series C Preferred Stock (Series C Offering) in exchange for 74% of outstanding TRA rights (see Note 8). We recorded the issuance at fair value of $476 million. In determining the fair value of the Series C Preferred Stock as of the issuance date, we utilized the market approach described in ASC 820, Fair Value Measurement, which considers relevant observable market information for comparable instruments and is classified as Level 2 in the fair value hierarchy.

The Series A Preferred Stock, the Series B Preferred Stock and the Series C Preferred Stock are not convertible into or exchangeable for any other securities of the Company and have limited voting rights. The Series A Preferred Stock may be redeemed at the option of the Company at any time after the Series A First Reset Date (defined below) and in certain other circumstances prior to the Series A First Reset Date. The Series B Preferred Stock may be redeemed at the option of the Company at any time after the Series B First Reset Date (defined below) and in certain other circumstances prior to the Series B First Reset Date. The Series C Preferred Stock may be redeemed at the option of the Company at any time after the Series C First Reset Date (defined below) and in certain other circumstances prior to the Series C First Reset Date.
Dividends

Common Stock Dividends

In November 2018, Vistra announced the Board adopted a dividend program which we initiated in the first quarter of 2019. Each dividend under the program is subject to declaration by the Board and, thus, may be subject to numerous factors in existence at the time of any such declaration including, but not limited to, prevailing market conditions, Vistra's results of operations, financial condition and liquidity, Delaware law and any contractual limitations. Quarterly dividends paid per share of common stock for the years ended December 31, 2023, 2022 and 2021 are reflected in the table below.
Year Ended December 31, 2023Year Ended December 31, 2022Year Ended December 31, 2021
Board Declaration DatePayment
Date		Per Share AmountBoard Declaration DatePayment
Date		Per Share AmountBoard Declaration DatePayment
Date		Per Share Amount
February 2023March 2023$0.198 February 2022March 2022$0.170 February 2021March 2021$0.150 
May 2023June 2023$0.204 May 2022June 2022$0.177 April 2021June 2021$0.150 
August 2023September 2023$0.206 July 2022September 2022$0.184 July 2021September 2021$0.150 
November 2023December 2023$0.213 October 2022December 2022$0.193 October 2021December 2021$0.150 

In February 2024, the Board declared a quarterly dividend of $0.215 per share of common stock that will be paid in March 2024.

Preferred Stock Dividends

The annual dividend rate on each share of Series A Preferred Stock is 8.0% from the Series A Issuance Date to, but excluding October 15, 2026 (Series A First Reset Date). On and after the Series A First Reset Date, the dividend rate on each share of Series A Preferred Stock shall equal the five-year U.S. Treasury rate as of the most recent reset dividend determination date (subject to a floor of 1.07%), plus a spread of 6.93% per annum. The Series A Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends. Cumulative cash dividends on the Series A Preferred Stock are payable semiannually, in arrears, on each April 15 and October 15, commencing on April 15, 2022, when, as and if declared by the Board.

The annual dividend rate on each share of Series B Preferred Stock is 7.0% from the Series B Issuance Date to, but excluding December 15, 2026 (Series B First Reset Date). On and after the Series B First Reset Date, the dividend rate on each share of Series B Preferred Stock shall equal the five-year U.S. Treasury rate as of the most recent reset dividend determination date (subject to a floor of 1.26%), plus a spread of 5.74% per annum. The Series B Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends. Cumulative cash dividends on the Series B Preferred Stock are payable semiannually, in arrears, on each June 15 and December 15, commencing on June 15, 2022, when, as and if declared by the Board.

The annual dividend rate on each share of Series C Preferred Stock is 8.875% from the Series C Issuance Date to, but excluding January 15, 2029 (Series C First Reset Date). On and after the Series C First Reset Date, the dividend rate on each share of Series C Preferred Stock shall equal the five-year U.S. Treasury rate as of the most recent reset dividend determination date (subject to a floor of 3.83%), plus a spread of 5.045% per annum. The Series C Preferred Stock has a liquidation preference of $1,000 per share, plus accumulated but unpaid dividends. Cumulative cash dividends on the Series C Preferred Stock are payable semiannually, in arrears, on each July 15 and January 15, commencing on July 15, 2024, when, as and if declared by the Board.
Semiannual dividends paid per share of each respective preferred stock series for the years ended December 31, 2023 and 2022 are reflected in the table below. Dividends payable are recorded on the Board declaration date.
Year Ended December 31, 2023Year Ended December 31, 2022
Board Declaration DatePayment
Date		Per Share
Amount		Board Declaration DatePayment
Date		Per Share
Amount
Series A Preferred Stock:Series A Preferred Stock:
February 2023April 2023$40.00 February 2022April 2022$40.00 
August 2023October 2023$40.00 July 2022October 2022$40.00 
Series B Preferred Stock:Series B Preferred Stock:
May 2023June 2023$35.00 May 2022June 2022$35.97 
November 2023December 2023$35.00 October 2022December 2022$35.00 

In February 2024, the Board declared a semi-annual dividend of $40.00 per share of Series A Preferred Stock that will be paid in April 2024.

Dividend Restrictions

The Vistra Operations Credit Agreement generally restricts the ability of Vistra Operations to make distributions to any direct or indirect parent unless such distributions are expressly permitted thereunder. As of December 31, 2023, Vistra Operations can distribute approximately $6.3 billion to Parent under the Vistra Operations Credit Agreement without the consent of any party. The amount that can be distributed by Vistra Operations to Parent was partially reduced by distributions made by Vistra Operations to Parent of approximately $1.625 billion, $1.775 billion and $405 million during the years ended December 31, 2023, 2022 and 2021, respectively. Additionally, Vistra Operations may make distributions to Parent in amounts sufficient for Parent to make any payments required under the TRA or the Tax Matters Agreement or, to the extent arising out of Parent's ownership or operation of Vistra Operations, to pay any taxes or general operating or corporate overhead expenses. As of December 31, 2023, all of the restricted net assets of Vistra Operations may be distributed to Parent.

In addition to the restrictions under the Vistra Operations Credit Agreement, under applicable Delaware law, we are only permitted to make distributions either out of "surplus," which is defined as the excess of our net assets above our capital (the aggregate par value of all outstanding shares of our stock), or out of net profits for the fiscal year in which the distribution is declared or the prior fiscal year.

Under the terms of the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock, unless full cumulative dividends have been or contemporaneously are being paid or declared and a sum sufficient for the payment thereof set apart for payment on all outstanding Series A Preferred Stock (and any parity securities), Series B Preferred Stock (and any parity securities), and Series C Preferred Stock (and any parity securities), respectively, with respect to dividends through the most recent dividend payment dates, (i) no dividend may be declared or paid or set apart for payment on any junior security (other than a dividend payable solely in junior securities with respect to both dividends and the liquidation, winding-up and dissolution of our affairs), including our common stock, and (ii) we may not redeem, purchase or otherwise acquire any parity security or junior security, including our common stock, in each case subject to certain exceptions as described in the certificate of designation of the Series A Preferred Stock, the Series B Preferred Stock, and the Series C Preferred Stock, respectively.

Accumulated Other Comprehensive Income

During the years ended December 31, 2023, 2022 and 2021, we recorded changes in the funded status of our pension and other postretirement employee benefit liability totaling $5 million, $(23) million and $(24) million, respectively. During the years ended December 31, 2023, 2022 and 2021, $(4) million, zero and $(8) million respectively was reclassified from accumulated other comprehensive income and reported in other deductions.
Warrants

At the Dynegy Merger Date, the Company entered into an agreement whereby the holder of each outstanding warrant previously issued by Dynegy would be entitled to receive, upon paying an exercise price of $35.00 (subject to adjustment from time to time), the number of shares of Vistra common stock that such holder would have been entitled to receive if it had held one share of Dynegy common stock at the closing of the Dynegy Merger, or 0.652 shares of Vistra common stock. The warrants were included in equity based on their fair value at the Dynegy Merger Date. As of December 31, 2023, total warrants outstanding was approximately nine million, and they expired in February 2024.