Acquisitions (Tables)

9 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Schedule of Business Combination

The following table summarizes the acquisition date fair value of Energy Harbor associated with the Energy Harbor Merger on the Merger Date:

	Consideration
	(in millions)
Cash consideration	$	3,100
15% of the fair value of net assets contributed to Vistra Vision by Vistra (a)	1,496
Total purchase price	4,596
Fair value of noncontrolling interest in Energy Harbor (b)	811
Acquisition date fair value of Energy Harbor	$	5,407

____________

(a)Valued using a discounted cash flow analysis of the contributed subsidiaries including contributed debt.

(b)Represents 15% of the acquisition date fair value implied from the fair value of consideration transferred.

The final fair values assigned to assets acquired and liabilities assumed are as follows:

	Fair Value as of March 1, 2024		Measurement Period Adjustments
	(in millions)
Cash and cash equivalents	$	35	$	5
Trade accounts receivables, inventories, prepaid expenses and other current assets	540		2
Investments (a)	2,021		—
Property, plant and equipment (b)	5,616		(4)
Identifiable intangible assets (c)	444		16
Commodity and other derivative contractual assets (d)	129		(11)
Other noncurrent assets	62		54
Total identifiable assets acquired	8,847		62
Trade accounts payable and other current liabilities	318		55
Long-term debt, including amounts due currently	413		—
Commodity and other derivative contractual liabilities (d)	179		—
Accumulated deferred income taxes	1,314		(50)
Asset retirement obligations (e)	1,368		—
Identifiable intangible liabilities	55		(18)
Other noncurrent liabilities and deferred credits	20		8
Total identifiable liabilities assumed	3,667		(5)
Identifiable net assets acquired	5,180		67
Goodwill (f)	227		(67)
Net assets acquired	$	5,407

____________

(a)Investments represent securities held in nuclear decommissioning trusts (NDT) for the purpose of funding the future retirement and decommissioning of the PJM nuclear generation facilities. These investments include equity, debt and other fixed-income securities consistent with investment rules established by the NRC. They are valued using a market approach (Level 1 or Level 2 depending on security).

(b)Acquired property, plant, and equipment are valued using a combination of an income approach and a market approach. The income approach utilized a discounted cash flow analysis based upon a debt-free, free cash flow model (Level 3).

(c)Includes acquired nuclear fuel supply contracts valued based on contractual cash flow projections over approximately five years compared with cash flows based on current market prices with the resulting difference discounted to present value (Level 3). Also includes acquired retail customer relationships which are valued based on discounted cash flow analysis of acquired customers and estimated attrition rates (Level 3).

(d)Acquired derivatives are valued using the methods described in Note 11 (Level 1, Level 2, or Level 3). Contracts with terms that were not at current market prices are also valued using a discounted cash flow analysis (Level 3).

(e)Asset retirement obligations are valued using a discounted cash flow model which, on a unit-by-unit basis, considers multiple decommissioning methods and are based on decommissioning cost studies (Level 3).

(f)The excess of the consideration transferred over the fair value of identifiable assets acquired and liabilities assumed is recorded as goodwill. Goodwill represents expected synergies to be generated from combining operations of Energy Harbor with Vistra. None of the Goodwill is deductible for income tax purposes.

Schedule of Business Acquisitions, Pro Forma Information

The following unaudited pro forma financial information for the three and nine months ended September 30, 2024 assumes that the Energy Harbor Merger occurred on January 1, 2024. The unaudited pro forma financial information is provided for informational purposes only and is not necessarily indicative of the results of operations that would have occurred had the Energy Harbor Merger been completed on January 1, 2024, nor is the unaudited pro forma financial information indicative of future results of operations, which may differ materially from the pro forma financial information presented here.

		Three Months Ended September 30, 2024		Nine Months Ended September 30, 2024
	(in millions)
Revenues		$	6,288	$	13,911
Net income		$	1,837	$	2,411