Vistra Energy Announces Capital Allocation Plan; Reports Third Quarter 2018 Results; Narrows 2018 and 2019 Guidance

IRVING, Texas, Nov. 2, 2018 /PRNewswire/ -- Vistra Energy Corp. (NYSE: VST):

Third Quarter Highlights

    --  Announced capital allocation plan:
        --  Upsizing of share repurchase program by an incremental $1.25 billion
            expected to be opportunistically executed over the next 12 to 18
            months,
        --  Adoption by board of directors of annual dividend program expected
            to begin in the first quarter of 2019 at approximately $0.50 per
            share; Vistra management anticipates an annual dividend growth rate
            in the range of approximately 6-8 percent per share, and
        --  Expectation to achieve leverage target of approximately 2.5x net
            debt to EBITDA(1) (or approximately 2.7x gross debt to EBITDA) by
            year-end 2020.
    --  Increased merger EBITDA value lever targets by an additional $65 million
        to $565 million, reflecting an increase of $15 million of synergies and
        $50 million from the Operations Performance Initiative.  Expected to
        realize and achieve value lever targets as follows:


             Realized in Year  Achieved by YE




     
     2018  
            $175mm 
            $360mm

         ---


     
     2019  
            $425mm 
            $515mm

         ---


     
     2020  
            $540mm 
            $565mm

         ---


     
     2021  
            $565mm

         ---

    --  Narrowed and reaffirmed 2018 full-year Ongoing Operations Adjusted
        EBITDA and Ongoing Operations Adjusted Free Cash Flow before Growth
        (FCFbG) guidance ranges of $2.75 to $2.85 billion and $1.45 to $1.55
        billion, respectively.(2)  Guidance midpoints approximately $150 million
        greater than May 2018 guidance applying October 2017 curves.
    --  Narrowed and updated 2019 full-year Ongoing Operations Adjusted EBITDA
        and Ongoing Operations Adjusted FCFbG guidance ranges of $3.22 to $3.42
        billion and $2.1 to $2.3 billion, respectively(2), highlighting the
        company's significant earnings power and EBITDA to free cash flow
        conversion of approximately 66%.(3)
    --  Completed previously announced $500 million share repurchase program.
    --  Reduced annual interest expense by approximately $56 million through the
        refinancing and repayment of approximately $1.5 billion aggregate
        principal amount of outstanding senior notes.
    --  Continued strong performance from our ERCOT retail business with organic
        growth resulting in residential customer counts up 1.4% year to date.

(1) Assuming approximately $400 million cash on balance sheet.
(2) Excludes results from the Asset Closure segment. Adjusted EBITDA and Adjusted FCFbG are non-GAAP financial measures. See the "Non-GAAP Reconciliation" tables for further details.
(3) 2019 Ongoing Operations Adjusted EBITDA guidance range includes $425 million of synergies expected to be realized in 2019 as compared to the full run-rate of adjusted EBITDA value lever targets of $565 million.

Summary of Financial Results for the Third Quarter Ended September 30, 2018 (in millions)



       
                ($ in millions)                             Three Months Ended            Nine Months Ended
                                              September 30, 2018
                                                                                               September 30, 2018

    ---


       Net Income                                                                    $
       331                       $
        130



       Ongoing Operations Net Income(1)                                              $
       335                       $
        154



       Ongoing Operations Adjusted EBITDA(1)                                       $
       1,153                     $
        2,069



         - exc. Odessa Earnout Buybacks                                                                          $
        2,089



               (1)  Excludes results from the Asset
                Closure segment.  Adjusted EBITDA
                is a non-GAAP financial measure.
                See the "Non-GAAP Reconciliation"
                tables for further details.

For the three months ended September 30, 2018, Vistra reported net income from ongoing operations of $335 million and adjusted EBITDA from ongoing operations of $1,153 million.

Year-to-date, Vistra reported net income from ongoing operations of $154 million and adjusted EBITDA from ongoing operations of $2,069 million. Excluding the impact to adjusted EBITDA of negative $20 million during the period resulting from the partial buybacks of the Odessa Power Plant earnout in February and May, Vistra's year-to-date adjusted EBITDA from ongoing operations would have been $2,089 million. When the Odessa earnout buybacks were executed, Vistra estimated the economic benefit of the transactions, net of the premiums paid, would be approximately $25 million.

Curt Morgan, Vistra's chief executive officer, commented, "We are excited to announce Vistra's capital allocation program, including authorization to allocate an additional $1.25 billion of capital toward share repurchases and to initiate a recurring dividend in the first quarter of 2019. Today's capital allocation announcements are part of an ongoing commitment of returning capital to shareholders--all with a target to achieve 2.5 times net debt to EBITDA by year-end 2020. Vistra's resilient EBITDA production and robust free cash flow conversion in 2018 and expected in 2019 and beyond, stemming from the stability of our integrated model and substantial merger value, support this diverse capital allocation plan including a growing dividend, which we believe will create meaningful value for our shareholders."

Guidance



       
                ($ in millions)   2018                    2019

    ---


       Ongoing Ops. Adj. EBITDA(1)  
        $ 
      2,750 - 2,850 
         $ 
     3,220 - 3,420



       Ongoing Ops. Adj. FCFbG(1)   
        $ 
     1,450 - 1,550  
         $ 
     2,100 - 2,300



               (1)  Excludes results from the Asset
                Closure segment.  Adjusted EBITDA
                and Adjusted FCFbG are non-GAAP
                financial measures.  See the "Non-
                GAAP Reconciliation" tables for
                further details.

Vistra Energy is narrowing and reaffirming its 2018 Ongoing Operations guidance ranges, forecasting Ongoing Operations Adjusted EBITDA of $2,750 to $2,850 million and Ongoing Operations Adjusted FCFbG of $1,450 to $1,550 million. The 2018 guidance ranges were developed utilizing improved ERCOT forward curves as of March 29, 2018. The ranges reflect Vistra's results on a stand-alone basis for the period prior to April 9, 2018 and anticipated results of the combined company for the period from April 9 through December 31, 2018.

Vistra is also narrowing and updating its 2019 Ongoing Operations guidance ranges, forecasting Ongoing Operations Adjusted EBITDA of $3,220 to $3,420 million and Ongoing Operations Adjusted FCFbG of $2,100 to $2,300 million.

Initial Share Repurchase Program

As of November 1, 2018, Vistra has completed the initial $500 million share repurchase program authorized by its board of directors on June 12, 2018. Vistra purchased approximately 21.4 million shares for an average price of $23.36 per share.

Financing Update

In August 2018, Vistra Energy used the net proceeds from the issuance by Vistra Operations Company LLC, a wholly owned, indirect subsidiary of Vistra Energy, of $1,000 million aggregate principal amount of 5.50% senior notes due 2026, the net proceeds from a $350 million accounts receivable securitization program, and cash on hand to fund cash tender offers to purchase $1,542 million aggregate principal amount of the following senior notes that Vistra Energy assumed in the merger with Dynegy:

    --  $26 million of 7.625% senior notes due 2024;
    --  $163 million of 8.034% senior notes due 2024;
    --  $669 million of 8.000% senior notes due 2025; and
    --  $684 million of 8.125% senior notes due 2026.

As a result of the transaction, Vistra reduced its annual interest expense by approximately $56 million and extended maturities.

Liquidity

As of September 30, 2018, Vistra had total available liquidity of approximately $2.101 billion, including cash and cash equivalents of $811 million and $1,290 million of availability under its revolving credit facility, which remained undrawn but had $1,210 million of letters of credit outstanding as of September 30, 2018.

Plant Retirement

Vistra announced on August 24, 2018 the planned retirement of its 51-megawatt waste coal facility, Northeastern Power Company, due to its uneconomic operations and negative financial outlook. The plant was retired on October 24, 2018.

Earnings Webcast

Vistra will host a webcast today, November 2, 2018, beginning at 8 a.m. ET (7 a.m. CT) to discuss these results and related matters. The live, listen-only webcast and the accompanying slides that will be discussed on the call can be accessed via the investor relations section of Vistra's website at www.vistraenergy.com. A replay of the webcast will be available on the Vistra website for one year following the live event.

About Non-GAAP Financial Measures and Items Affecting Comparability

"Adjusted EBITDA" (EBITDA as adjusted for unrealized gains or losses from hedging activities, tax receivable agreement obligations, reorganization items, and certain other items described from time to time in Vistra Energy's earnings releases),"Adjusted Free Cash Flow before Growth" (or "Adjusted FCFbG") (cash from operating activities excluding changes in margin deposits and working capital and adjusted for capital expenditures (including capital expenditures for growth investments), other net investment activities, preferred stock dividends, and other items described from time to time in Vistra Energy's earnings releases), "Ongoing Operations Adjusted EBITDA" (adjusted EBITDA less adjusted EBITDA from Asset Closure segment) and "Ongoing Operations Adjusted Free Cash Flow before Growth" or "Ongoing Operations Adjusted FCFbG" (adjusted free cash flow before growth less cash flow from operating activities from Asset Closure segment before growth), are "non-GAAP financial measures." A non-GAAP financial measure is a numerical measure of financial performance that excludes or includes amounts so as to be different than the most directly comparable measure calculated and presented in accordance with GAAP in Vistra Energy's consolidated statements of operations, comprehensive income, changes in stockholders' equity and cash flows. Non-GAAP financial measures should not be considered in isolation or as a substitute for the most directly comparable GAAP measures. Vistra Energy's non-GAAP financial measures may be different from non-GAAP financial measures used by other companies.

Vistra Energy uses Adjusted EBITDA as a measure of performance and believes that analysis of its business by external users is enhanced by visibility to both net income prepared in accordance with GAAP and Adjusted EBITDA. Vistra Energy uses Adjusted Free Cash Flow before Growth as a measure of liquidity and believes that analysis of its ability to service its cash obligations is supported by disclosure of both cash provided by (used in) operating activities prepared in accordance with GAAP as well as Adjusted Free Cash Flow before Growth. Vistra Energy uses Ongoing Operations Adjusted EBITDA as a measure of performance and Ongoing Operations Adjusted Free Cash Flow before Growth as a measure of liquidity and Vistra Energy's management and board of directors have found it informative to view the Asset Closure segment as separate and distinct from Vistra Energy's ongoing operations. The schedules attached to this earnings release reconcile the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP.

Media
Allan Koenig
214-875-8004
Media.Relations@vistraenergy.com

Analysts
Molly Sorg
214-812-0046
Investor@vistraenergy.com

About Vistra Energy
Vistra Energy (NYSE: VST) is a premier, integrated power company based in Irving, Texas, combining an innovative, customer-centric approach to retail with a focus on safe, reliable, and efficient power generation. Through its retail and generation businesses which include TXU Energy, Homefield Energy, Dynegy, and Luminant, Vistra operates in 12 states and six of the seven competitive markets in the U.S., with about 6,000 employees. Vistra's retail brands serve approximately 2.9 million residential, commercial, and industrial customers across five top retail states, and its generation fleet totals approximately 41,000 megawatts of highly efficient generation capacity, with a diverse portfolio of natural gas, nuclear, coal, and solar facilities.

Cautionary Note Regarding Forward-Looking Statements
The information presented herein includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements, which are based on current expectations, estimates and projections about the industry and markets in which Vistra Energy Corp. ("Vistra Energy") operates and beliefs of and assumptions made by Vistra Energy's management, involve risks and uncertainties, which are difficult to predict and are not guarantees of future performance, that could significantly affect the financial results of Vistra Energy. All statements, other than statements of historical facts, that are presented herein, or in response to questions or otherwise, that address activities, events or developments that may occur in the future, including such matters as activities related to our financial or operational projections, projected synergy, value lever and net debt targets, capital allocation, capital expenditures, liquidity, projected Adjusted EBITDA to free cash flow conversion rate, dividend policy, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the growth of our businesses and operations (often, but not always, through the use of words or phrases, or the negative variations of those words or other comparable words of a future or forward-looking nature, including, but not limited to, "intends," "plans," "will likely," "unlikely," "believe," "expect," "seek," "anticipate," "estimate," "continue," "will," "shall," "should," "could," "may," "might," "predict," "project," "forecast," "target," "potential," "forecast," "goal," "objective," "guidance" and "outlook"),are forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Although Vistra Energy believes that in making any such forward-looking statement, Vistra Energy's expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and risks that could cause results to differ materially from those projected in or implied by any such forward-looking statement, including but not limited to (i) adverse changes in general economic or market conditions (including changes in interest rates) or changes in political conditions or federal or state laws and regulations; (ii) the ability of Vistra Energy to execute upon the contemplated strategic and performance initiatives (including the risk that Vistra Energy's and Dynegy's respective businesses will not be integrated successfully or that the cost savings, synergies and growth from the merger will not be fully realized or may take longer than expected to realize); (iii) actions by credit ratings agencies and (iv) those additional risks and factors discussed in reports filed with the Securities and Exchange Commission ("SEC") by Vistra Energy from time to time, including the uncertainties and risks discussed in the sections entitled "Risk Factors" and "Forward-Looking Statements" in Vistra Energy's quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2018 and any subsequently filed quarterly reports on Form 10-Q.

Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, Vistra Energy will not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible to predict all of them; nor can Vistra Energy assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement.


                                                                           
              
                VISTRA ENERGY CORP.

                                                            
              
                CONDENSED STATEMENTS OF CONSOLIDATED INCOME (LOSS)

                                                       
              
                (Unaudited) (Millions of Dollars, Except Per Share Amounts)




                                                     Three Months Ended September 30,                                         Nine Months Ended September 30,


                                           2018                                  2017                               2018                     2017

                                                                                                                                           ---

      Operating revenues
       (Note 5)                                 $
         3,243                                            $
              1,833                                     $
            6,581  $
       4,487


      Fuel, purchased power
       costs and delivery
       fees                             (1,627)                                  (838)                                         (3,492)                              (2,250)


      Operating costs                     (346)                                  (218)                                           (926)                                (626)


      Depreciation and
       amortization                       (426)                                  (178)                                           (967)                                (519)


      Selling, general and
       administrative
       expenses                           (194)                                  (147)                                           (711)                                (434)


      Operating income                      650                                     452                                              485                                   658


      Other income (Note 20)                  6                                      10                                               25                                    29


      Other deductions (Note
       20)                                  (1)                                                                                    (4)                                  (5)


      Interest expense and
       related charges (Note
       20)                                (154)                                   (76)                                           (291)                                (169)


      Impacts of Tax
       Receivable Agreement
       (Note 8)                              17                                     138                                             (65)                                   96


      Equity in earnings of
       unconsolidated
       investment                             7                                                                                      11



      Income before income
       taxes                                525                                     524                                              161                                   609


      Income tax expense
       (Note 7)                           (194)                                  (251)                                            (31)                                (284)



     Net income                                  $
         331                                              $
              273                                       $
            130    $
       325


      Less: Net (income)
       loss attributable to
       noncontrolling
       interest                               1                                                                                     (2)



      Net income
       attributable to
       Vistra Energy                              $
         330                                              $
              273                                       $
            132    $
       325



      Weighted average shares of common stock
       outstanding:



     Basic                         533,142,189                             427,591,426                                      500,781,573                           427,587,404



     Diluted                       540,972,802                             428,312,438                                      508,128,988                           428,001,869


      Net income per weighted average share
       of common stock outstanding:



     Basic                                      $
         0.62                                             $
              0.64                                      $
            0.26   $
       0.76



     Diluted                                    $
         0.61                                             $
              0.64                                      $
            0.26   $
       0.76


                                  
              
                VISTRA ENERGY CORP.

                    
              
                CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

                           
              
                (Unaudited) (Millions of Dollars)




                                                                                    Nine Months Ended September
                                                                                        30,



                                                                         2018                              2017






     Cash flows - operating activities:



     Net income                                                                $
              130                   $
       325


      Adjustments to reconcile net income (loss) to cash
       provided by (used in) operating activities:



     Depreciation and amortization                                     1,070                               621


      Deferred income tax (benefit) expense, net                           29                               209


      Unrealized net (gain) loss from mark-to-
       market valuations of commodities                                   207                             (202)


      Unrealized net (gain) loss from mark-to-
       market valuations of interest rate swaps                         (123)                                3



     Accretion expense                                                    37                                43


      Impacts of Tax Receivable Agreement (Note 8)                         65                              (96)



     Stock-based compensation (Note 17)                                   59                                13



     Other, net                                                           64                                41



     Changes in operating assets and liabilities:



     Margin deposits, net                                               (39)                              183



     Accrued interest                                                   (59)                             (26)



     Accrued taxes                                                     (102)                                4



     Accrued incentive plan                                             (17)                             (46)


      Other operating assets and liabilities                            (458)                            (227)



      Cash provided by operating activities                               863                               845




     Cash flows - financing activities:


      Issuances of long-term debt (Note 11)                             1,000                                 -


      Repayments/repurchases of debt (Note 11)                        (2,902)                             (32)


      Borrowing under accounts receivable
       securitization program (Note 10)                                   350                                 -



     Stock repurchase (Note 13)                                        (414)                                -


      Debt tender offer and other financing fees
       (Note 11)                                                        (216)                              (5)



     Other, net                                                           10                                 -




     Cash used in financing activities                               (2,172)                             (37)




     Cash flows - investing activities:



     Capital expenditures                                              (209)                             (86)



     Nuclear fuel purchases                                             (66)                             (56)



     Cash acquired in the Merger                                         445                                 -


      Solar development expenditures (Note 3)                            (28)                            (129)



     Odessa acquisition (Note 3)                                                                        (355)


      Proceeds from sales of nuclear
       decommissioning trust fund securities (Note
       20)                                                                211                               154


      Investments in nuclear decommissioning trust
       fund securities (Note 20)                                        (227)                            (169)



     Other, net                                                            7                                10



      Cash provided by (used in) investing
       activities                                                         133                             (631)





      Net change in cash, cash equivalents and
       restricted cash                                                (1,176)                              177


      Cash, cash equivalents and restricted cash -
       beginning balance                                                2,046                             1,588



      Cash, cash equivalents and restricted cash -
       ending balance                                                           $
              870                 $
       1,765

                                                                                                                      ===


                                                                                                                                                                     
              
                VISTRA ENERGY CORP.

                                                                                                                                                      
              
         NON-GAAP RECONCILIATIONS -  SEPTEMBER 2018 QTD ADJUSTED EBITDA

                                                                                                                                                                   
         
                (Unaudited) (Millions of Dollars)




                                                                               
        
     Three Months Ended September 30, 2018


                                     Retail             ERCOT       PJM                             NY/NE                   MISO                     Eliminations                                 Ongoing                                                  Asset                               Vistra
                                                                                                                                          / Corp and                               Operations                                              Closure
                                                                                                                                             Other                                Consolidated                                                                                     Energy
                                                                                                                                                                                                                                                                      Consolidated

                                                                                                                                                                                                                                                                                          ---

                   Net income (loss)        $
      
      (86)                 $
      
        643                                              $
      
      62                                                                    $
              
               47                        $
              
             (3)              $
         
        (328)       $
      
          335     $
       
       (4)    $
      
      331


      Income tax expense                                                                                                                                                                                                                            194                                        194                                      194


      Interest expense and
       related charges                    3                     (2)                                      3                                 1                                                               1                                            148                                        154                                        154


      Depreciation and
       amortization (a)                  80                     142                                     141                                55                                                               3                                             25                                        446                                        446



                   EBITDA before
                    Adjustments              $
      
      (3)                 $
      
        783                                             $
      
      206                                                                   $
              
               103                          $
              
             1                 $
        
          39      $
      
          1,129     $
       
       (4)  $
      
      1,125


      Unrealized net (gain)
       loss resulting from
       hedging transactions             154                   (195)                                     21                                                                                               32                                            (4)                                         8                                          8


      Fresh start/purchase
       accounting impacts              (15)                                                           (1)                                5                                                               3                                                                                      (8)                                       (8)


      Impacts of Tax
       Receivable Agreement                                                                                                                                                                                                                        (17)                                      (17)                                      (17)


      Non-cash compensation
       expenses                                                                                                                                                                                                                                      14                                         14                                         14


      Transition and merger
       expenses                                                  3                                       5                                 1                                                               1                                              9                                         19                                         19



     Other, net                          5                       6                                       9                                 2                                                               2                                           (16)                                         8                      (8)                -



                   Adjusted EBITDA           $
      
      141                  $
      
        597                                             $
      
      240                                                                   $
              
               111                         $
              
             39                 $
        
          25      $
      
          1,153    $
       
       (12)  $
      
      1,141

                                           ____________




               (a)               Includes nuclear fuel
                                  amortization of $20 million in
                                  ERCOT.


                                                                                                                                                   
              
                VISTRA ENERGY CORP.

                                                                                                                                 
           
               NON-GAAP RECONCILIATIONS -  SEPTEMBER 2018 YTD ADJUSTED EBITDA

                                                                                                                                             
             
                (Unaudited) (Millions of Dollars)




                                                                                   
     
     Nine Months Ended September 30, 2018


                                     Retail          ERCOT      PJM          NY/NE                 MISO                                        Eliminations                                     Ongoing                            Asset                      Vistra
                                                                                                                                   / Corp and                                    Operations                                Closure                  Energy
                                                                                                                                      Other                                     Consolidated                                                     Consolidated

                                                                                                                                                                                                                                                                 ---

                   Net income (loss)        $
     
     397                $
     
     236                                 $
              
       86                                                                               $
         
      41                                           $
     
     29         $
        
       (635)            $
       
       154  $
      
      (24)    $
       
       130


      Income tax expense                  -                                                                                                                                                                                              31                                  31                       31


      Interest expense and
       related charges                    3                  13                    5                                           1                                                                          1                                  268                                 291                      291


      Depreciation and
       amortization (a)                 237                 355                  266                                         104                                                                          6                                   59                               1,027                    1,027



                   EBITDA before
                    Adjustments             $
     
     637                $
     
     604                                $
              
       357                                                                              $
         
      146                                           $
     
     36         $
        
       (277)          $
       
       1,503  $
      
      (24)  $
       
       1,479


      Unrealized net (gain)
       loss resulting from
       hedging transactions            (38)                207                   20                                          22                                                                                                            (4)                                207                      207


      Fresh start/purchase
       accounting impacts                12                 (4)                 (2)                                          9                                                                         11                                                                      26                       26


      Impacts of Tax
       Receivable Agreement               -                                                                                                                                                                                              65                                  65                       65


      Non-cash compensation
       expenses                           -                                                                                                                                                                                              62                                  62                       62


      Transition and merger
       expenses                           -                  7                    7                                           1                                                                          5                                  183                                 203                 2     205



     Other, net                       (16)                (5)                  12                                           7                                                                          5                                                                       3               (7)    (4)



                   Adjusted EBITDA          $
     
     595                $
     
     809                                $
              
       394                                                                              $
         
      185                                           $
     
     57            $
       
        29           $
       
       2,069  $
      
      (29)  $
       
       2,040


              ___________




               (a)               Includes nuclear fuel
                                  amortization of $60 million in
                                  ERCOT.


                                                                                                                               
              
                VISTRA ENERGY CORP.

                                                                                                            
              
              NON-GAAP RECONCILIATIONS - SEPTEMBER 2017 QTD ADJUSTED EBITDA

                                                                                                                          
            
                (Unaudited) (Millions of Dollars)




                                                                     
         
               Three Months Ended September 30, 2017


                                     Retail              ERCOT          Eliminations /                                                       Ongoing                                     Asset                                 Vistra Energy
                                                                                                                              Operations                                   Closure                                Consolidated
                                                                       Corp & Other                                          Consolidated

                                                                                                                                                                                                                                         ---

                   Net income (loss)          $
       
       7                                 $
              
                405                                                                           $
       
         (203)                                    $
      
      209                $
      
      64  $
      
      273


      Income tax expense
       (benefit)                                                                                                                                 251                                                        251                                                        251


      Interest expense and
       related charges                                            9                                                                                67                                                         76                                                         76


      Depreciation and
       amortization (a)                 108                       77                                                                                10                                                        195                                 1                       196



                   EBITDA before
                    adjustments             $
       
       115                                 $
              
                491                                                                             $
       
         125                                     $
      
      731                $
      
      65  $
      
      796


      Unrealized net (gain)
       loss resulting from
       hedging transactions              87                    (235)                                                                                                                                      (148)                                                     (148)


      Generation plant
       retirement expenses                                                                                                                                                                                                                   24                 24


      Fresh start accounting
       impacts                         (19)                                                                                                                                                               (19)                                  4                    (15)


      Impacts of Tax
       Receivable Agreement                                                                                                                    (138)                                                     (138)                                                     (138)


      Reorganization items and
       restructuring expenses                                                                                                                      2                                                          2                                                          2



     Other, net                        (7)                                                                                                        8                                                          1                                                          1



                   Adjusted EBITDA          $
       
       176                                 $
              
                256                                                                             $
       
         (3)                                    $
      
      429                $
      
      93  $
      
      522

                                           ____________




               (a)               Includes nuclear fuel
                                  amortization of $19 million in
                                  the ERCOT segment.


                                                                                                                          
              
                VISTRA ENERGY CORP.

                                                                                                       
              
              NON-GAAP RECONCILIATIONS - SEPTEMBER 2017 YTD ADJUSTED EBITDA

                                                                                                                     
            
                (Unaudited) (Millions of Dollars)




                                                                   
          
              Nine Months Ended September 30, 2017


                                     Retail            ERCOT          Eliminations /                                                      Ongoing                                     Asset                                 Vistra
                                                                                                                           Operations                                   Closure                                    Energy
                                                                     Corp & Other                                         Consolidated                                                                         Consolidated

                                                                                                                                                                                                                               ---

                   Net income (loss)         $
      
      77                                $
              
                552                                                                          $
        
         (405)                               $
       
       224            $
      
      101    $
       
       325


      Income tax expense
       (benefit)                                                                                                                              284                                                        284                                                 284


      Interest expense and
       related charges                                         14                                                                              155                                                        169                                                 169


      Depreciation and
       amortization (a)                 322                    232                                                                               29                                                        583                          1                       584



                   EBITDA before
                    adjustments             $
      
      399                                $
              
                798                                                                             $
        
         63                              $
       
       1,260            $
      
      102  $
       
       1,362


      Unrealized net (gain)
       loss resulting from
       hedging transactions             160                  (362)                                                                                                                                     (202)                                              (202)


      Generation plant
       retirement expenses                                                                                                                                                                                                         24                        24


      Fresh start accounting
       impacts                           24                    (1)                                                                                                                                        23                         12                        35


      Impacts of Tax
       Receivable Agreement                                                                                                                  (96)                                                      (96)                                               (96)


      Reorganization items and
       restructuring expenses             2                      1                                                                               12                                                         15                                                  15



     Other, net                       (13)                     6                                                                               12                                                          5                                                   5



                   Adjusted EBITDA          $
      
      572                                $
              
                442                                                                            $
        
         (9)                             $
       
       1,005            $
      
      138  $
       
       1,143

                                           ____________




               (a)               Includes nuclear fuel
                                  amortization of $66 million in
                                  the ERCOT segment.


                                                                                                                  
       
                VISTRA ENERGY CORP.

                                                                                                              
       
         NON-GAAP RECONCILIATIONS - 2018 GUIDANCE

                                                                                                                
       
           (Unaudited) (Millions of Dollars)




                                           
          
              Ongoing                         Asset Closure                                                                     Vistra Energy
                                                  Operations                                                                                                        Consolidated


                                       Low                            High        Low                                  High                                     Low                                  High

                                                                                                                                                                                                      ---

                  Net Income                   $
          
              103                   $
       
                180                                                          $
              
               (74)                  $
      
      (64)               $
        
        29   $
       
       116


     Income tax expense                 78                                    101                                                                                                                              78                     101


     Interest expense
      and related
      charges                          474                                    474                                                                                                                             474                     474


     Depreciation and
      amortization                   1,468                                  1,468                                                                                                                           1,468                   1,468



                  EBITDA before
                   adjustments               $
          
              2,123                 $
       
                2,223                                                          $
              
               (74)                  $
      
      (64)            $
        
        2,049 $
       
       2,159


     Unrealized net
      (gain) loss
      resulting from
      hedging
      transactions                     150                                    150                                           3                                                                      3            153                     153


     Fresh start /
      purchase
      accounting impacts                63                                     63                                         (2)                                                                   (2)            61                      61


     Impacts of Tax
      Receivable
      Agreement                        113                                    113                                                                                                                             113                     113


     Transition and
      merger expenses                  212                                    212                                                                                                                             212                     212


     Other, net                         89                                     89                                           3                                                                      3             92                      92


                  Adjusted EBITDA            $
          
              2,750                 $
       
                2,850                                                          $
              
               (70)                  $
      
      (60)            $
        
        2,680 $
       
       2,790


     Interest paid, net              (628)                                 (628)                                                                                                                          (628)                  (628)


     Tax payments (a)                 (48)                                  (48)                                                                                                                           (48)                   (48)


     Tax receivable
      agreement payments              (29)                                  (29)                                                                                                                           (29)                   (29)


     Working capital and
      margin deposits                (218)                                 (218)                                          1                                                                      1          (217)                  (217)


     Reclamation and
      remediation                     (34)                                  (34)                                       (69)                                                                  (69)         (103)                  (103)


     Other changes in
      operating assets
      and liabilities                (335)                                 (335)                                       (30)                                                                  (20)         (365)                  (355)



                  Cash provided by
                   operating
                   activities                $
          
              1,458                 $
       
                1,558                                                         $
              
               (168)                 $
      
      (148)            $
        
        1,290 $
       
       1,410


     Capital
      expenditures
      including nuclear
      fuel                           (454)                                 (454)                                                                                                                          (454)                  (454)


     Solar and Moss
      Landing
      development
      expenditures                    (71)                                  (71)                                                                                                                           (71)                   (71)


     Other net investing
      activities                      (22)                                  (22)                                          3                                                                      3           (19)                   (19)



                  Free cash flow               $
          
              911                 $
       
                1,011                                                         $
              
               (165)                 $
      
      (145)              $
        
        746   $
       
       866


     Working capital and
      margin deposits                  218                                    218                                         (1)                                                                   (1)           217                     217


     Solar and Moss
      Landing
      development
      expenditures                      71                                     71                                                                                                                              71                      71


     Taxes related to
      Alcoa settlement                  45                                     45                                                                                                                              45                      45


     Transition and
      merger expenses                  182                                    182                                                                                                                             182                     182


     Generation plant
      retirement
      expenses                           -                                                                               26                                                                     26             26                      26


     Transition capital
      expenditures                      23                                     23                                                                                                                              23                      23



                  Adjusted free cash
                   flow                      $
          
              1,450                 $
       
                1,550                                                         $
              
               (140)                 $
      
      (120)            $
        
        1,310 $
       
       1,430

                                           ____________




               (a)               Includes state tax
                                  payments.


                                                                                                                
        
                VISTRA ENERGY CORP.

                                                                                                            
        
          NON-GAAP RECONCILIATIONS - 2019 GUIDANCE

                                                                                                              
        
           (Unaudited) (Millions of Dollars)




                                           
          
              Ongoing                       Asset Closure                                                                      Vistra Energy
                                                  Operations                                                                                                       Consolidated


                                       Low                            High        Low                                 High                                     Low                                   High

                                                                                                                                                                                                      ---

                  Net Income                   $
          
              944                 $
     
                1,100                                                           $
              
                (66)                  $
      
      (56)              $
       
       878 $
     
     1,044


     Income tax expense                283                                    327                                                                                                                             283                     327


     Interest expense and
      related charges                  575                                    575                                                                                                                             575                     575


     Depreciation and
      amortization                   1,558                                  1,558                                                                                                                           1,558                   1,558



                  EBITDA before
                   adjustments               $
          
              3,360                 $
     
                3,560                                                           $
              
                (66)                  $
      
      (56)            $
       
       3,294 $
     
     3,504


     Unrealized net
      (gain) loss
      resulting from
      hedging
      transactions                   (355)                                 (355)                                                                                                                          (355)                  (355)


     Fresh start /
      purchase accounting
      impacts                           67                                     67                                                                                                                              67                      67


     Impacts of Tax
      Receivable
      Agreement                         67                                     67                                                                                                                              67                      67


     Transition and
      merger expenses                    8                                      8                                                                                                                               8                       8


     Other, net                         73                                     73                                          1                                                                       1             74                      74


                  Adjusted EBITDA            $
          
              3,220                 $
     
                3,420                                                           $
              
                (65)                  $
      
      (55)            $
       
       3,155 $
     
     3,365


     Interest payments               (583)                                 (583)                                                                                                                          (583)                  (583)


     Tax payments (a)                  110                                    110                                                                                                                             110                     110


     Working capital and
      margin deposits                   81                                     81                                                                                                                              81                      81


     Reclamation and
      remediation                     (60)                                  (60)                                     (118)                                                                  (118)         (178)                  (178)


     Other changes in
      operating assets
      and liabilities                  (5)                                   (5)                                        26                                                                      36             21                      31



                  Cash provided by
                   operating
                   activities                $
          
              2,763                 $
     
                2,963                                                          $
              
                (157)                 $
      
      (137)            $
       
       2,606 $
     
     2,826


     Capital expenditures
      including nuclear
      fuel                           (594)                                 (594)                                                                                                                          (594)                  (594)


     Solar and Moss
      Landing development
      expenditures                   (135)                                 (135)                                                                                                                          (135)                  (135)


     Other net investing
      activities                      (20)                                  (20)                                         2                                                                       2           (18)                   (18)



                  Free cash flow             $
          
              2,014                 $
     
                2,214                                                          $
              
                (155)                 $
      
      (135)            $
       
       1,859 $
     
     2,079


     Working capital and
      margin deposits                 (81)                                  (81)                                                                                                                           (81)                   (81)


     Solar and Moss
      Landing development
      expenditures                     135                                    135                                                                                                                             135                     135


     Transition and
      merger expenses                    9                                      9                                                                                                                               9                       9


     Transition capital
      expenditures                      23                                     23                                                                                                                              23                      23



                  Adjusted free cash
                   flow                      $
          
              2,100                 $
     
                2,300                                                          $
              
                (155)                 $
      
      (135)            $
       
       1,945 $
     
     2,165

                                           ____________




               (a)               Includes state tax
                                  payments.

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SOURCE Vistra Energy