Finance Update Bill Holden Chief Financial Officer
HIGHLIGHTS Vistra expects to generate nearly $10 billion in ongoing operations adjusted FCF through year-end 2022 Strong Balance Sheet Meaningful Free Cash Flow Sizable Capital for Allocation Long-term leverage target of 2.5x net debt / EBITDA on track to be achieved by year-end 2019 Projected to convert ~60% of Ongoing Operations Adj. EBITDA to Ongoing Operations Adj. Free Cash Flow Forecast to generate >$6 billion of Cash Available for Allocation (CAFA) through year-end 2022 2
CAPITAL AVAILABLE FOR ALLOCATION CAPITAL STRUCTURE GUIDANCE KEY TAKEAWAYS
CASH AVAILABLE FOR ALLOCATION (YE 2019) Vistra is projected to generate nearly $1 billion in CAFA by year-end 2019 after paying down ~$3.6 billion in debt and achieving its leverage target of 2.5x net debt to EBITDA ($ in millions) 120 140 1,520 2,000 2,200 1,600 10 1,800 200 500 950 500 500 Pro-Forma Cash Balance 1 (3/31/18) 2018 Ong. Operations Adj. FCF Asset Closure FCF Mandatory and Optional Debt Repayment 2 2019 Ong. Asset Closure 2 Operations FCF Adj. FCF Other 2018 Minimum Cash Balance & CAFA Mandatory and Optional Debt Repayment Other Total 2018-2019 Cash Available for Allocation 2019 Minimum Cash Balance Balance of 2018 (4/1/18 to 12/31/18) Full Year 2019 1 Pro forma for merger close but prior to redemption of $850mm of Dynegy 6.75% notes due November 2019. 2 Other Cash Flow includes working capital, margin deposits, solar development expenditures, costs to achieve synergies, transition/merger expenses, and taxes related to 2017 Alcoa settlement. 4
CASH AVAILABLE FOR ALLOCATION (YE 2022) Vistra is projected to generate >$6 billion in CAFA by year-end 2022 ($ in millions) 475 400 25 6,100 3,720 3,600 6,175 470 1,800 950 500 500 Pro-Forma Cash Balance 1 (3/31/18) 2018-19 Ong. Operations Adj. FCF 2018-19 Mandatory and Optional Debt Repayment 2018-19 Asset Closure and Other 2019 Minimum Cash and CAFA 2020-22 Ong. 2020-22 Asset Operations Adj. Closure FCF FCF 2020-22 Mandatory Debt Repayment Other Cash Available for Allocation (2018-2022) 2022 Minimum Cash Balance 1 Pro forma for merger close but prior to redemption of $850mm of Dynegy 6.75% notes due November 2019. 5
CAPITAL AVAILABLE FOR ALLOCATION CAPITAL STRUCTURE GUIDANCE KEY TAKEAWAYS
CAPITAL STRUCTURE Vistra is projected to achieve 2.5x net debt to EBITDA leverage target by YE 2019 while generating ~$1 billion in CAFA and maintaining $500mm minimum cash balance ($ in millions) 3/31/18 (pro forma for merger, redemption of 2019 senior notes, and June 2018 transaction) 2018E 2019E Term Loan B Vistra Operations $5,852 $5,813 $5,754 Senior Notes and TEUs Vistra Energy 1 5,333 4,311 2,888 Forward Capacity and Equipment Financing Agreements 378 340 246 Total Long Term Debt 2 $11,563 $10,464 $8,888 Less: pro forma cash and cash equivalents 3 939 500 500 Net Debt $10,624 $9,964 $8,388 Ongoing Operations Adjusted EBITDA $3,250 4 $3,350 5 Net Debt / EBITDA (x) 3.1x 2.5x Cash Available for Allocation $500 $950 Capital Structure Updates Redeemed $850mm of Dynegy 6.75% senior notes due 2019 on May 1, 2018; plans to retire funded L/C facility in June 2018 Repricing and refinancing ~$5 billion of debt and refinancing revolvers in June 2018 1 Assumes voluntary repayment of $1 billion of senior notes in 2018 and $1.4 billion of senior notes in 2019. 2 Excludes $70mm of Preferred Stock and Vistra s building financing lease. 3 2018E and 2019E balances reflect expected minimum cash balance. 4 Midpoint of Illustrative 2018E Adjusted EBITDA Guidance (Ongoing Operations), pro forma for a merger closing on 1-1-18 (most appropriate for calculation as it is a full-year view). 5 Midpoint of 2019E Adjusted EBITDA Guidance (Ongoing Operations). 7
CAPITAL STRUCTURE (CONT D) Vistra s secured debt transactions will simplify its capital structure and reduce annual interest expense Pro Forma Combined Structure Vistra Energy Corp. Tax Receivable Agreement Senior Notes Guarantees Capital Structure Update (Expected to close June 14, 2018) Simplified Structure The financing simplifies Vistra s capital structure from the silo structure following the close of the merger Guarantees Lien on assets Guarantee Senior Secured Credit Facilities Vistra Intermediate Company LLC Vistra Operations Company LLC Subsidiaries / Operations Changes to Subsidiaries / Guarantors Substantially all legacy Dynegy operations moved under Vistra Operations All secured credit facilities moved to Vistra Operations Guarantors of the secured credit facilities will guarantee the legacy Dynegy Senior Notes, which remain at Vistra Energy Collateral package in the secured credit facilities modified to ensure compliance at all times with the lien covenants in the Vistra Energy senior notes Refinance, Reprice, and Consolidate Refinance ~$2.0 billion legacy Dynegy Term Loan at Vistra Operations Reprice ~$2.8 billion Term Loan Consolidate Revolving Credit Facilities with new 5-year Revolving Credit Facility at Vistra Operations Repay $500mm Term Loan C (L/C Facility) 8
FREE CASH FLOW VALUE LEVERS UPDATE Vistra is increasing its free cash flow value lever targets from $235mm to $258mm AFTER-TAX FCF VALUE LEVERS ($ in millions) $135 $23 $258 $80 $20 Capital Expenditure Synergies Capital Structure Efficiencies (Achieved To Date) Interest Savings from Additional De-levering (Target YE 2019 Run-Rate) Interest Savings from Repricing/Refinancing Term Loans & RCF (June 2018) Total FCF Value Levers (Target YE 2019 Run-Rate) Communicated at Merger Announcement (Oct. 30, 2017) Identified or Achieved From Oct. 30, 2017 to May 4, 2018 Achieved since May 4, 2018 9
RECENT RATING AGENCY ACTIONS Recent rating agency actions have been positive S&P Raised Vistra s corporate credit rating to BB from BB- ; Outlook Stable Raised secured issue-level rating to BBB- from BB+ Vistra has a superior business risk profile because of larger scale and diversity and more efficient operations increased fuel, regional, and revenue diversification combined with capacity payments, and retail revenues that generate almost 50% of aggregate EBITDA should allow the company to manage its adjusted debt to EBITDA in the 3x-3.25x range and adjusted FFO to debt of about 25%. Moody s Fitch Affirmed Vistra s Ba2 corporate family rating; Revised outlook to Positive from Stable Upgraded Vistra Operations bank loans to Ba1 from Ba2 and Vistra s bank loan to Ba1 from Ba3 The merger with Dynegy has made Vistra into a larger independent power producer with a strong retail operation in Texas. Vistra s positive outlook is largely based on the company s intention to reduce leverage to 3x gross debt to EBITDA by the end of 2019. Assigned a first-time BB long-term issuer default rating ( IDR ) to Vistra and Vistra Operations; Outlook Stable Assigned a BBB- / RR1 rating to Vistra Operations first lien secured debt (superior recovery rating) The 'BB' IDR for Vistra reflects its size and scale as the largest independent power producer in the U.S.; fuel and geographic diversity ; a high margin retail electricity business in Texas ; strong free cash flow generation; and commitment to attain net debt to EBITDA of 2.5x by year-end 2019. 10
MATURITY AND CALL SCHEDULE With ~$3.7 billion of senior notes callable by YE 2019 and the remainder of the senior notes callable in 2020, Vistra is well-positioned to achieve additional interest savings Maturity Schedule 1 ($ in millions) 4,500 3,000 1,500 Term Loans & Other Term Loan B-1 Term Loan B-2 Term Loan B-3 Forward Capacity Agreements 0 2018 2019 2020 2021 2022 2023 2024 2025 2026 Tangible Equity Units Equipment Financing Agreements First Call Dates for Senior Notes ($ in millions) 2,400 1,600 800 Senior Notes 7.375% Due 2022 5.875% Due 2023 7.625% Due 2024 8.034% Due 2024 0 2018 2019 2020 2021 2022 2023 2024 2025 2026 8.000% Due 2025 8.125% Due 2026 1 Vistra s Revolving Credit Facility matures in 2023. 11
CAPITAL AVAILABLE FOR ALLOCATION CAPITAL STRUCTURE GUIDANCE KEY TAKEAWAYS
2018 AND 2019 GUIDANCE Vistra is reaffirming its 2018 and 2019 guidance Vistra Energy Corp. ($ in millions) 2018E Guidance 3 2019E Guidance Generation 1 $1,885 $2,035 $2,410 $2,640 Retail 2 815 865 790 860 Asset Closure (90) (80) (70) (60) Consolidated Adjusted EBITDA $2,610 $2,820 $3,130 $3,440 (Asset Closure Adjustment) 90 80 70 60 Adjusted EBITDA Guidance (Ongoing Operations) $2,700 $2,900 $3,200 $3,500 Consolidated Adjusted FCF $1,240 $1,460 $1,900 $2,220 (Asset Closure Adjustment) 160 140 150 130 Adjusted FCF Guidance (Ongoing Operations) $1,400 $1,600 $2,050 $2,350 1 Includes Corporate. Reflects forward price curves as of March 30, 2018 for all markets. 2 Assumes no EBITDA from growth initiatives or acquisitions. 3 Includes full-year 2018E legacy Vistra Energy results, 2018E legacy Dynegy results for the period 4-9-18 to 12-31-18, and $165mm of EBITDA value levers expected to be realized in 2018. 13
CAPITAL AVAILABLE FOR ALLOCATION CAPITAL STRUCTURE GUIDANCE KEY TAKEAWAYS
KEY TAKEAWAYS Vistra will be focused on achieving its EBITDA, free cash flow, and tax value lever targets through year-end 2019 Maintaining a strong balance sheet is critical to Vistra s success On track to achieve long-term leverage target of 2.5x net debt / EBITDA by year-end 2019 Vistra s meaningful free cash flow conversion, forecast to be ~60%, is expected to result in sizable capital available for allocation >$6 billion of capital forecast to be available for allocation through year-end 2022 15
END SLIDE