Debt, Credit Facilities, and Financings | DEBT, CREDIT FACILITIES, AND FINANCINGS Amounts in the table below represent the categories of debt obligations incurred by the Company. December 31, 2024 2023 (in millions) Long-term debt, including amounts due currently: Project-level debt $ 1,064 $ — Vistra Operations debt 15,405 14,517 Long-term debt before unamortized premiums, discounts, and issuance costs 16,469 14,517 Unamortized premiums, discounts, and issuance costs (171) (115) Long-term debt including debt due currently $ 16,298 $ 14,402 Accounts receivable financing $ 750 $ — Forward repurchase obligation $ 1,335 $ — Long-Term Debt Amounts in the table below represent the categories of long-term debt obligations, including amounts due currently, incurred by the Company. December 31, 2024 2023 (in millions) Vistra Operations Credit Facilities, Term Loan B-3 Facility due December 20, 2030 $ 2,475 $ 2,500 BCOP Credit Facility, Tax Credit Bridge Loan due November 1, 2025 / December 3, 2026 367 — Vistra Zero Credit Facility, Term Loan B Facility due April 30, 2031 697 — Vistra Operations Senior Secured Notes: 4.875% Senior Secured Notes, due May 13, 2024 — 400 3.550% Senior Secured Notes, due July 15, 2024 — 1,500 5.125% Senior Secured Notes, due May 13, 2025 744 1,100 5.050% Senior Secured Notes, due December 30, 2026 500 — 3.700% Senior Secured Notes, due January 30, 2027 800 800 4.300% Senior Secured Notes, due July 15, 2029 800 800 6.950% Senior Secured Notes, due October 15, 2033 1,050 1,050 6.000% Senior Secured Notes, due April 15, 2034 500 — 5.700% Senior Secured Notes, due December 30, 2034 750 — Total Vistra Operations Senior Secured Notes 5,144 5,650 Energy Harbor Revenue Bonds: 3.375% Revenue Bond, due August 1, 2029 100 — 4.750% Revenue Bond, due June 1, 2033 and July 1, 2033 285 — 3.750% Revenue Bond, due October 1, 2047 46 — Total Energy Harbor Revenue Bonds 431 — Vistra Operations Senior Unsecured Notes: 5.500% Senior Unsecured Notes, due September 1, 2026 1,000 1,000 5.625% Senior Unsecured Notes, due February 15, 2027 1,300 1,300 5.000% Senior Unsecured Notes, due July 31, 2027 1,300 1,300 4.375% Senior Unsecured Notes, due May 15, 2029 1,250 1,250 7.750% Senior Unsecured Notes, due October 15, 2031 1,450 1,450 6.875% Senior Unsecured Notes, due April 15, 2032 1,000 — Total Vistra Operations Senior Unsecured Notes 7,300 6,300 Other: Equipment Financing Agreements 55 67 Total other long-term debt 55 67 Unamortized debt premiums, discounts, and issuance costs (171) (115) Total long-term debt including amounts due currently 16,298 14,402 Less amounts due currently (880) (2,286) Total long-term debt less amounts due currently $ 15,418 $ 12,116 Long-Term Debt Maturities Long-term debt maturities at December 31, 2024 are as follows: December 31, 2024 (in millions) 2025 $ 885 2026 1,792 2027 3,427 2028 27 2029 2,177 Thereafter 8,161 Unamortized premiums, discounts, and debt issuance costs (171) Total long-term debt, including amounts due currently $ 16,298 Credit Facilities Our credit facilities and related available capacity at December 31, 2024 are presented below. December 31, 2024 Credit Facilities Maturity Date Facility Cash Borrowings (Long-Term Debt, Including Amounts Due Currently) Letters of Credit Outstanding Available (in millions) Vistra Operations debt: Revolving Credit Facility October 11, 2029 $ 3,440 $ — $ 1,278 $ 2,162 Term Loan B-3 Facility December 20, 2030 2,475 2,475 — — Total Vistra Operations Credit Facilities $ 5,915 $ 2,475 $ 1,278 $ 2,162 Vistra Operations Commodity-Linked Facility October 1, 2025 1,750 — — 771 Total Vistra Operations debt $ 7,665 $ 2,475 $ 1,278 $ 2,933 Project-level debt: Tax Credit Bridge Loan November 1, 2025 106 106 — — Tax Credit Bridge Loan December 3, 2026 261 261 — — BCOP Credit Facility 367 367 — — Vistra Zero Term Loan B Facility (a) April 30, 2031 697 697 — — Total project-level debt $ 1,064 $ 1,064 $ — $ — Total credit facilities $ 8,729 $ 3,539 $ 1,278 $ 2,933 ____________ (a) Vistra Zero Operations' obligations under the Vistra Zero Credit Agreement are guaranteed by subsidiaries of Vistra Zero Operations, but are otherwise non-recourse to Vistra Operations and its other subsidiaries. Vistra Operations Credit Facilities Vistra maintains credit facilities with certain financial institutions and, as of December 31, 2024, has aggregate commitments of up to $5.915 billion in senior secured, first-lien revolving credit commitments and outstanding term loans (Vistra Operations Credit Facilities). The Vistra Operations Credit Facilities consist of (i) revolving credit commitments of up to $3.440 billion, including aggregate revolving letter of credit commitments of up to $3.440 billion (Revolving Credit Facility), and (ii) term loans of $2.475 billion (Term Loan B-3 Facility). These amounts reflect the following transactions and amendments completed in 2024: Amendment Date Key Changes December 2024 Lowered fixed spread on Term Loan B-3 Facility borrowings from 2.00% to 1.75% October 2024 Increased Revolving Credit Facility commitments from $3.175 billion to $3.440 billion Extended the maturity date of the Revolving Credit Facility to October 11, 2029 Revolving Credit Facility — The Revolving Credit Facility is used for general corporate purposes. Under the Vistra Operations Credit Agreement, the interest on borrowings under the Revolving Credit Facility is paid based on (i) the forward-looking term rate based on SOFR (Term SOFR) plus a spread that will range from 1.25% to 2.00% and (ii) the fee on any undrawn amounts with respect to the Revolving Credit Facility ranges from 17.5 basis points to 35.0 basis points. Interest periods for Term SOFR borrowings are for a one-, three-, or six-month periods with interest paid in arrears. Letters of credit issued under the Revolving Credit Facility bear interest that ranges from 1.25% to 2.00% and are paid quarterly in arrears. Interest and fees on the Revolving Credit Facility are based on ratings of Vistra Operations' senior secured long-term debt securities. As of December 31, 2024, after taking into account sustainability pricing adjustments based on certain sustainability-linked targets and thresholds, the applicable interest rate margins for the Revolving Credit Facility and the fee for undrawn amounts relating to such commitments were 1.725% and 27.0 basis points, respectively, and the applicable interest rate margin for the letters of credit issued under the Revolving Credit Facility was 1.725%. Term Loan B-3 Facility — The Term Loan B-3 Facility is used for general corporate purposes and bears interest based on the applicable Term SOFR, plus a fixed spread of 2.00% through December 9, 2024 and 1.75% thereafter, and the weighted average interest rates before taking into consideration interest rate swaps (see Note 11) on outstanding borrowings of $2.475 billion was 6.11% as of December 31, 2024. Interest periods for Term SOFR loans are for a one-, three-, or six-month periods with interest paid in arrears. Cash borrowings under the Term Loan B-3 Facility are subject to required scheduled quarterly payments of $6.25 million. Amounts paid cannot be reborrowed. Other Information — Obligations under the Vistra Operations Credit Facilities are secured by liens covering substantially all of Vistra Operations' (and certain of its subsidiaries') consolidated assets, rights and properties, subject to certain exceptions set forth in the Vistra Operations Credit Facilities. The Vistra Operations Credit Agreement includes certain collateral suspension provisions that would take effect upon Vistra Operations achieving unsecured investment grade ratings from two ratings agencies and there being no Term Loans (under and as defined in the Vistra Operations Credit Agreement) then outstanding (or the holders thereof agreeing to release such security interests). Such collateral suspension provisions would continue to be in effect unless and until Vistra Operations no longer holds unsecured investment grade ratings from at least two ratings agencies, at which point collateral reversion provisions would take effect (subject to a 60-day grace period). The Vistra Operations Credit Facilities also permit certain hedging agreements and cash management agreements to be secured on a pari-passu basis with the Vistra Operations Credit Facilities in the event those hedging agreements and cash management agreements meet certain criteria set forth in the Vistra Operations Credit Facilities. The Vistra Operations Credit Facilities provide for affirmative and negative covenants applicable to Vistra Operations (and its restricted subsidiaries), including affirmative covenants requiring it to provide financial and other information to the agent under the Vistra Operations Credit Facilities and to not change its lines of business, and negative covenants restricting Vistra Operations' (and its restricted subsidiaries') ability to incur additional indebtedness, make investments, dispose of assets, pay dividends, grant liens or take certain other actions, in each case, except as permitted in the Vistra Operations Credit Facilities. The Vistra Operations Credit Agreement also includes a springing financial covenant with respect to the Revolving Credit Facility that, when applicable, would require compliance with a consolidated first lien net leverage ratio. Vistra Operations' ability to borrow under the Vistra Operations Credit Facilities is subject to the satisfaction of certain customary conditions precedent set forth therein. The Vistra Operations Credit Facilities provide for certain customary events of default, including events of default resulting from non-payment of principal, interest, or fees when due, material breaches of representations and warranties, breaches of covenants in the Vistra Operations Credit Facilities or ancillary loan documents, cross-defaults under other agreements or instruments and the existence of material unpaid (or unstayed) judgments against Vistra Operations and certain of its subsidiaries. Upon the existence of an event of default, the Vistra Operations Credit Facilities provide that all principal, interest and other amounts due thereunder will become immediately due and payable, either automatically or at the election of specified lenders. 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, 2024, Vistra Operations can distribute approximately $8.2 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 $1.705 billion, $1.625 billion, and $1.775 billion during the years ended December 31, 2024, 2023, and 2022, respectively. Additionally, Vistra Operations may make distributions to Parent in amounts sufficient for Parent to pay any taxes or general operating or corporate overhead expenses arising out of Parent's ownership or operation of Vistra Operations. As of December 31, 2024, all of the restricted net assets of Vistra Operations may be distributed to Parent. Vistra Operations Commodity-Linked Revolving Credit Facility As of December 31, 2024, Vistra Operations senior secured commodity-linked revolving credit facility (Commodity-Linked Facility) totaled $1.75 billion of aggregate available commitments. We have the flexibility, subject to our ability to obtain additional commitments, to further increase the size of the Commodity-Linked Facility to $3.0 billion. As of December 31, 2024, the borrowing base of $771 million is lower than the facility limit which represents the aggregate commitments of $1.75 billion. These amounts reflect the following amendment completed in 2024: Amendment Date Key Changes October 2024 Increased the aggregate available commitments to $1.75 billion Extended the maturity date to October 1, 2025 Under the Commodity-Linked Facility, the borrowing base is calculated on a weekly basis based on a set of theoretical transactions which approximate a portion of the hedge portfolio of Vistra Operations and certain of its subsidiaries in certain power markets, with availability thereunder not to exceed the aggregate available commitments nor be less than zero. Vistra Operations may, at its option, borrow an amount up to the borrowing base, as adjusted from time to time, provided that if outstanding borrowings at any time would exceed the borrowing base, Vistra Operations shall make a repayment to reduce outstanding borrowings to be less than or equal to the borrowing base. Vistra Operations intends to use any borrowings provided under the Commodity-Linked Facility to make cash postings as required under various commodity contracts to which Vistra Operations and its subsidiaries are parties as power prices increase from time-to time and for other working capital and general corporate purposes. Interest on the Commodity-Linked Facility bears interest (i) based on either the Term SOFR or a daily simple SOFR rate, (ii) a spread that ranges from 1.25% to 2.00%, and (iii) sustainability pricing adjustments based on certain sustainability-linked targets and thresholds. Interest periods for Term SOFR borrowings are for a one-, three-, or six-month periods with interest paid in arrears. The interest period for a daily simple SOFR is for a one-week period with interest paid in arrears. The fee on any undrawn amounts with respect to the Commodity-Linked Facility ranges from 17.5 basis points to 35.0 basis points. As of December 31, 2024, the applicable interest rate margins for borrowings outstanding under the Commodity-Linked Facility was 1.725% and the fee on any undrawn amounts with respect to the Commodity-Linked Facility was 27.0 basis points. Interest and fees on the Commodity-Linked Facility are based on ratings of Vistra Operations' senior secured long-term debt securities. BCOP Project-level Credit Facilities In December 2024, BCOP and its subsidiaries entered into the BCOP Credit Agreement to fund the development of the Baldwin and Coffeen solar generation and battery ESS facilities and the Oak Hill and Pulaski solar generation facilities in Illinois and Texas. The BCOP Credit Agreement provides for (i) tax credit bridge loans of $367 million for the Oak Hill and Pulaski projects (Tax Credit Bridge Loans) and (ii) construction/term loan commitments of $528 million and debt service reserve letter of credit facility commitments of $29 million for all four facilities. At December 31, 2024, the Tax Credit Bridge Loans for Oak Hill and Pulaski totaled $106 million and $261 million, respectively, and mature in November 2025 and December 2026, respectively, subject to the terms of the BCOP Credit Agreement. The weighted average interest rate on outstanding borrowings was 5.984% at December 31, 2024. Repayment of the Tax Credit Bridge Loans are guaranteed by Vistra as the beneficiary of the underlying investment tax credits to be generated by the projects. At December 31, 2024, there were no construction/term loan borrowings outstanding or debt service reserve letters of credit issued. Interest is paid on the Tax Credit Bridge Loan in arrears based on the applicable Term SOFR rate elected in the borrowing notice plus a fixed spread of 1.625% per annum. Interest on the construction/term loans will be paid in arrears based on the applicable Term SOFR rate elected in the borrowing notice plus fixed spreads of 1.875% per annum for construction loans and 2.000% per annum for term loans. Fees on the debt service reserve letter of credit loans will be paid in arrears at 2.000% per annum. Commitment fees on the undrawn loan commitments and unissued letter of credit commitments will pay quarterly in arrears at a fixed percentage of the loan's fixed spread. Vistra Zero Project-level Credit Agreement In March 2024, Vistra Zero Operations entered into the Vistra Zero Credit Agreement. The Vistra Zero Credit Agreement provides for a senior secured term loan (Term Loan B Facility) of up to $700 million, which Vistra Zero Operations borrowed in its entirety in March 2024. Net proceeds of $690 million were used (i) to pay issuance costs and (ii) for working capital and general corporate purposes. Vistra Zero Operations' obligations under the Vistra Zero Credit Agreement are guaranteed by subsidiaries of Vistra Zero Operations, but are otherwise non-recourse to Vistra Operations and its other subsidiaries. These amounts reflect the following amendment completed in 2024: Amendment Date Key Changes December 2024 Lowered the fixed spread interest applicable to the Term Loan B Facility from 2.75% to 2.00% Removed required scheduled quarterly payment requirements Interest on the Term Loan B Facility is based on Term SOFR plus 2.75% per year through December 16, 2024. The December 2024 amendment lowered the fixed spread on this instrument to 2.00% thereafter. Interest periods for Term SOFR loans are for a one-, three-, or six-month periods with interest paid in arrears. The weighted average interest rates before taking into consideration interest rate swaps on outstanding borrowings of $697 million was 6.36% as of December 31, 2024. The Vistra Zero Credit Agreement contains customary covenants and warranties which are generally consistent in scope with the Vistra Operations Credit Agreement, except that there is no financial maintenance covenant in the Vistra Zero Credit Agreement. Letter of Credit Facilities Vistra Operations Secured Letter of Credit Facilities Between August 2020 and July 2024, we entered into uncommitted standby letter of credit facilities with various banks (each, a Secured LOC Facility and collectively, the Secured LOC Facilities). The Secured LOC Facilities are secured by a first lien on substantially all of Vistra Operations' (and certain of its subsidiaries') assets (which ranks pari passu with the Vistra Operations Credit Facilities). The Secured LOC Facilities may be renewed annually and are used for general corporate purposes. As of December 31, 2024, $1.157 billion of letters of credit were outstanding under the Secured LOC Facilities. Vistra Operations Unsecured Alternative Letter of Credit Facilities In March 2024, we entered into unsecured alternative letter of credit facilities (Alternative LOC Facilities) to be used for general corporate purposes. In May 2024, the Alternative LOC Facilities were amended to increase the commitment cap to a total of $500 million. As of December 31, 2024, the total capacity was $500 million and $500 million of letters of credit were outstanding under the Alternative LOC Facilities. The commitments under the Alternative LOC Facilities terminate in December 2028. There are no financial maintenance covenants in the Alternative LOC Facilities. Vistra Operations Senior Secured Notes Vistra Operations issues and sells its senior secured notes in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act (collectively, the Senior Secured Notes). The indenture (as may be amended or supplemented from time to time, the Vistra Operations Senior Secured Indenture) governing the Senior Secured Notes provides for the full and unconditional guarantee by certain of Vistra Operations' current and future subsidiaries that also guarantee the Vistra Operations Credit Facilities. The Senior Secured Notes are secured by a first-priority security interest in the same collateral that is pledged for the benefit of the lenders under the Vistra Operations Credit Facilities and contains certain covenants and restrictions consistent with the Vistra Operations Credit Facilities. In December 2024, Vistra Operations issued $1.25 billion aggregate principal amount of senior secured notes, consisting of $500 million aggregate principal amount of 5.050% senior secured notes due 2026 (5.050% Senior Secured Notes) and $750 million aggregate principal amount of 5.700% senior secured notes due 2034 (5.700% Senior Secured Notes) in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. Interest is payable in cash semiannually in arrears on June 30 and December 30 beginning June 30, 2025. Net proceeds totaling approximately $1.240 billion, together with cash on hand, will be used for (i) general corporate purposes, including to refinance outstanding indebtedness (including 2025 debt maturities), (ii) to fund the opportunistic early payout of the purchase price installment payments scheduled to be paid in 2025 and 2026 to Avenue for the acquisition of the noncontrolling interest in Vistra Vision and (iii) to pay fees and expenses related to the offering. In May 2024 and July 2024, the 4.875% senior secured notes due May 2024 and 3.550% senior secured notes due July 2024, respectively, were repaid at maturity. In April 2024, Vistra Operations issued $500 million aggregate principal amount of 6.000% senior secured notes due 2034 (6.000% Senior Secured Notes) in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. Interest is payable in cash semiannually in arrears on April 15 and October 15 beginning October 15, 2024. Net proceeds totaling approximately $495 million, together with proceeds from the April 2024 issuance of 6.875% Senior Unsecured Notes discussed below and cash on hand, were to be used for general corporate purposes, including to refinance outstanding indebtedness (the senior secured debt maturities in May 2024 and July 2024). Energy Harbor Revenue Bonds Various governmental entities in Ohio and Pennsylvania have issued multiple tranches of revenue bonds for the benefit of Energy Harbor Generation LLC (EHG) or Energy Harbor Nuclear Generation LLC (EHNG); (collectively, the EH entities), in an aggregate principal amount of $431 million. The relevant EH entity is obligated to provide contractual payments to the applicable issuer of the revenue bonds to service the principal and interest on the revenue bonds, the payment of which is indirectly secured by all or substantially all of the assets of the EH entities under various mortgage bonds issued by the EH entities. In the event of a default by the EH entities of their contractual obligation to pay principal and interest in respect of the revenue bonds, the trustee of the revenue bonds would be able to call the mortgage bonds due and, if unpaid, foreclose on the assets securing the mortgage bonds. The obligations of the EH entities in respect of the revenue bonds and related mortgage bonds are guaranteed on an unsecured basis by Energy Harbor and Vistra. Vistra Operations Senior Unsecured Notes Vistra Operations issues and sells its senior unsecured notes in offerings to eligible purchasers under Rule 144A and Regulation S under the Securities Act (collectively, the Senior Unsecured Notes). The indentures (as may be amended or supplemented from time to time, the Vistra Operations Senior Unsecured Indentures) governing the Senior Unsecured Notes provide for the full and unconditional guarantee by the Guarantor Subsidiaries. The Vistra Operations Senior Unsecured Indentures contain certain covenants and restrictions, including, among others, restrictions on the ability of Vistra Operations and its subsidiaries, as applicable, to create certain liens, merge or consolidate with another entity, and sell all or substantially all of their assets. In April 2024, Vistra Operations issued $1.0 billion aggregate principal amount of 6.875% senior unsecured notes due 2032 (6.875% Senior Unsecured Notes) in an offering to eligible purchasers under Rule 144A and Regulation S under the Securities Act. Interest is payable in cash semiannually in arrears on April 15 and October 15 beginning October 15, 2024. Net proceeds totaling approximately $990 million, together with proceeds from the April 2024 issuance of 6.000% Senior Secured Notes discussed above and cash on hand, were to be used for general corporate purposes, including to refinance outstanding indebtedness (including the senior secured debt maturities in May 2024 and July 2024). Other Debt Activity Senior Secured Notes Tender Offer In January 2024, Vistra Operations used the net proceeds from (i) the December 2023 issuances of the 6.950% senior secured notes due 2033 and 7.750% senior unsecured notes due 2031 and (ii) cash on hand, to fund a cash tender offer (Senior Secured Notes Tender Offer) to purchase for cash $759 million aggregate principal amount of certain notes, including $58 million of 4.875% senior secured notes due 2024, $345 million of 3.550% senior secured notes due 2024 and $356 million of the 5.125% senior secured notes due 2025. We recorded an extinguishment gain of $6 million on the transaction in the first quarter of 2024. Accounts Receivable Financing Accounts Receivable Securitization Program TXU Energy Receivables Company LLC (RecCo), an indirect subsidiary of Vistra, has an accounts receivable financing facility (Receivables Facility) provided by issuers of asset-backed commercial paper and commercial banks (Purchasers). In April 2024, the Receivables Facility was amended to increase the purchase limit from $750 million to $1.0 billion and to add Energy Harbor LLC, a direct, wholly owned subsidiary of Energy Harbor, as an Originator. The Receivables Facility was renewed and amended in July 2024, extending the term of the Receivables Facility to July 2025. In connection with the Receivables Facility, TXU Energy, Dynegy Energy Services, Ambit Texas, Value Based Brands, Energy Harbor LLC and TriEagle Energy, each indirect subsidiaries of Vistra and originators under the Receivables Facility (Originators), each sell and/or contribute, subject to certain exclusions, all of its receivables (other than any receivables excluded pursuant to the terms of the Receivables Facility), arising from the sale of electricity to its customers and related rights (Receivables), to RecCo, a consolidated, wholly owned, bankruptcy-remote, direct subsidiary of TXU Energy. RecCo, in turn, is subject to certain conditions, and may draw under the Receivables Facility up to the limit described above to fund its acquisition of the Receivables from the Originators. RecCo has granted a security interest on the Receivables and all related assets for the benefit of the Purchasers under the Receivables Facility and Vistra Operations has agreed to guarantee the performance of the obligations of the Originators and TXU Energy, as the servicer, under the agreements governing the Receivables Facility. Amounts funded by the Purchasers to RecCo are reflected as short-term borrowings in the consolidated balance sheets. Proceeds and repayments under the Receivables Facility are reflected as cash flows from financing activities in the consolidated statements of cash flows. Receivables transferred to the Purchasers remain on Vistra's balance sheet and Vistra reflects a liability equal to the amount advanced by the Purchasers. The Company records interest expense on amounts advanced. TXU Energy continues to service, administer and collect the Receivables on behalf of RecCo and the Purchasers, as applicable. As of December 31, 2024, outstanding borrowings under the Receivables Facility totaled $750 million and were supported by $1.334 billion of RecCo gross receivables. As of December 31, 2023, there were no outstanding borrowings under the Receivables Facility. Repurchase Facility TXU Energy and the other Originators under the Receivables Facility have a repurchase facility (Repurchase Facility) that is provided on an uncommitted basis by a commercial bank as buyer (Buyer). In July 2024, the Repurchase Facility was renewed until July 2025 while maintaining the facility size of $125 million. The Repurchase Facility is collateralized by a subordinated note (Subordinated Note) issued by RecCo in favor of TXU Energy for the benefit of Originators under the Receivables Facility and representing a portion of the outstanding balance of the purchase price paid for the Receivables sold by the Originators to RecCo under the Receivables Facility. Under the Repurchase Facility, TXU Energy may request that Buyer transfer funds to TXU Energy in exchange for a transfer of the Subordinated Note, with a simultaneous agreement by TXU Energy to transfer funds to Buyer at a date certain or on demand in exchange for the return of the Subordinated Note (collectively, the Repo Transaction). Each Repo Transaction is expected to have a term of one month, unless terminated earlier on demand by TXU Energy or terminated by Buyer after an event of default. TXU Energy and the other Originators have each granted Buyer a first-priority security interest in the Subordinated Note to secure its obligations under the agreements governing the Repurchase Facility, and Vistra Operations has agreed to guarantee the obligations under the agreements governing the Repurchase Facility. Unless earlier terminated under the agreements governing the Repurchase Facility, the Repurchase Facility will terminate concurrently with the scheduled termination of the Receivables Facility. There were no outstanding borrowings under the Repurchase Facility as of both December 31, 2024 and December 31, 2023. Forward Repurchase Obligation In accordance with the amended UPAs, on December 31, 2024, Vistra closed the acquisition of the Vistra Vision minority interests from Avenue and Nuveen. Vistra paid Avenue for the purchase of their minority interest in Vistra Vision in full upon closing and paid Nuveen an initial payment at closing, with the remaining payments to Nuveen to be paid in multiple installments through December 31, 2026. Vistra Vision Holdings' remaining future payments to Nuveen are guaranteed by Vistra Operations and certain of its subsidiaries that guarantee Vistra Operations' unsecured notes. Payments remaining due to Nuveen are as follows: December 31, 2024 (in millions) 2025 $ 781 2026 669 Thereafter — Total scheduled payments under the UPAs $ 1,450 A roll-forward of the noncontrolling interest redemption obligation is as follows (in millions): Redeemable noncontrolling interest at September 30, 2024 $ 3,198 Income attributable to redeemable noncontrolling interest (a) 51 Dividends to redeemable noncontrolling interest holders (165) Redeemable noncontrolling interest balance at Closing Date (b) 3,084 Principal payment on Closing Date (1,749) Forward Repurchase Obligation at December 31, 2024 (c) $ 1,335 ____________ (a) Represents accretion attributable to fixed price redemption obligation. (b) Reclassified to a financing obligation. (c) Fair value of the remaining payment obligations to Nuveen discounted at 6%. Interest Expense and Related Charges Year Ended December 31, 2024 2023 2022 (in millions) Interest expense $ 936 $ 654 $ 591 Unrealized mark-to-market net (gains) losses on interest rate swaps (53) 36 (250) Amortization of debt issuance costs, discounts, and premiums 34 26 28 Facility Fee expense 15 8 — Debt extinguishment gain (6) (3) (1) Capitalized interest (77) (37) (29) Other 51 56 29 Total interest expense and related charges $ 900 $ 740 $ 368 The weighted average interest rate applicable to the Vistra Operations Credit Facilities, taking into account the interest rate swaps discussed in Note 11, was 5.23%, 5.69%, and 4.30% as of December 31, 2024, 2023, and 2022, respectively. |