Vistra Energy I N V E S T O R P R E S E N T A T I O N 1 SAFE - - PowerPoint PPT Presentation

Vistra Energy

May 2019

I N V E S T O R P R E S E N T A T I O N

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Vistra Energy / Investor Presentation

SAFE HARBOR STATEMENTS

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

• therwise, that address activities, events or developments that may occur in the future, including (without limitation) such matters as activities related to our financial or
• perational 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, (iv) with respect to the proposed Crius Energy acquisition, (x) the ability of the parties to obtain all required approvals, (y) the parties ability to otherwise successfully consummate the transaction, and (z) for Vistra Energy to successfully integrate the Crius Energy business as currently projected, and (v) 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 annual report on Form 10-K for the year ended December 31, 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. Important Notice Regarding Information Contained in this Presentation This presentation contains highly confidential and proprietary information regarding us and our strategy and organization. This confidential presentation is provided to you on the condition that you agree that you will hold in strict confidence and not reproduce, disclose, forward or distribute it to any third party in whole or in part without our prior written

• consent. By accepting this document, the recipient agrees to use and maintain this information in accordance with its compliance policies, contractual obligations and applicable

law, include federal and state securities laws.

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Vistra Energy / Investor Presentation

SAFE HARBOR STATEMENTS (CONT’D)

Disclaimer Regarding Industry and Market Data Certain industry and market data used in this presentation is based on independent industry publications, government publications, reports by market research firms or other published independent sources. We did not commission any of these publications, reports or other sources. Some data is also based on good faith estimates, which are derived from our review of internal surveys, as well as the independent sources listed above. Industry publications, reports and other sources generally state that they have obtained information from sources believed to be reliable, but do not guarantee the accuracy and completeness of such information. While we believe that each of these publications, reports and other sources is reliable, we have not independently investigated or verified the information contained or referred to therein and make no representation as to the accuracy or completeness of such information. Forecasts are particularly likely to be inaccurate, especially over long periods of time, and we often do not know what assumptions were used in preparing such forecasts. Statements regarding industry and market data used in this presentation involve risks and uncertainties and are subject to change based

• n various factors, including those discussed above under the heading “Cautionary Note Regarding Forward-Looking Statements”.

Information 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 impacts, 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 investor presentation reconcile the non-GAAP financial measures to the most directly comparable financial measures calculated and presented in accordance with U.S. GAAP. No Offering or Solicitation These presentation materials, and any information provided in any related presentation in person, are being made available for information and discussion purposes only. This presentation does not constitute, or form any part of, investment advice or a recommendation or an offer to sell or a solicitation of any offer to buy any securities of Vistra Energy

• Corp. It is not intended that these materials be relied on (in whole or in part) to make any investment decision and they are not to be relied on as providing (in whole or in part) the

basis for, and nor do they evidence any intention to create, any legally enforceable obligation to purchase or sell any security or other instrument.

3

Business Overview Business Overview & Update & Update

Curt Morgan

President and Chief Executive Officer, Vistra Energy

Vistra Energy / Investor Presentation

48% 13% 32% <1% 6% Gas Coal Nuclear Solar

VISTRA ENERGY Y BUSINESS OVERVIE VIEW

Combined Combined Company Company Footprint Footprint1

Vistra Energy Plants Coal Natural Gas & Oil (Peakers) Natural Gas (CCGT) Nuclear Solar / Battery

Key stats

Conventional installed capacity

~41 GWs

Retail load sales

~86 TWh3

Retail customers3

~2.2mm Residential ~1.2mm Muni-Agg ~500,000 Business

1 Map excludes units retired in 2018. 2 2017 EIA data. Based on customer counts. Includes Crius Energy. 3 Includes Crius Energy electric and gas retail load, Crius Energy customer counts based on RCEs.

Legacy Retail presence 24% 21% 9% 7% 6% 5% 4% 3% 3% 2%

Lar Larges gest S t Sing ingle le Br Brand R and Res esidential idential Mar arket S et Shar hare e in in ERCO COT2

5 Crius Energy Retail presence

Gener eneration Ca tion Capacity pacity

~48% of Vistra Energy’s generation fleet is made up of highly efficient CCGTs with a weighted average asset age of ~18 years

Vistra Energy / Investor Presentation

INTE INTEGRATED RET RETAIL IL AND AND GENE GENERATION PLAT PLATFOR FORM

6

Following the closing of the Crius Energy acquisition Vistra Energy expects it will be 45-55% matched in its core operating markets of ERCOT, PJM, and ISO-NE, resulting in increased sales to its retail subsidiaries, the highest margin channel for wholesale length

1 2019E, includes Crius Energy electric and gas retail load.

• 1. Sales to VST Retail
• Highest margin opportunity
• Premium to mid market on bid/ask spread
• Meaningfully lower collateral requirements
• 2. Sales in default service auctions
• Premium to mid market on bid/ask spread
• Increased collateral requirements
• 3. Sales to third parties in wholesale markets
• Mid market on bid/ask spread
• Increased collateral requirements

CH CHAN ANNE NELS LS T TO SE O SELL LL WHOLESA WHOLESALE LE PO POWER WER VIST VISTRA RA ENE ENERGY GY GE GENE NERA RATION TION AN AND D LOAD AD MA MATCH CH

Generation1 Default Service Load1 Retail Load1 Total Load Integration ERCOT 91

• 48

48 53% PJM/MISO 89 8 33 41 46% ISO-NE 13 3 4 7 54% NYE 6

• 1

1 17% CAISO 6

• Total

205 11 86 97 47%

Vistra Energy / Investor Presentation

ERCOT POSITION ONIN ING

7

142

Retail Generation

2 12 2 1

Retail Generation

The ERCOT portfolio is well-positioned to meet Retail demand and take advantage of tight market conditions

Annual Annual Net Net Ener Energy P y Position

• sition1

TWh – Projected 2019

Peak Hour eak Hour Net Net Ener Energy P y Position

• sition – P99 W

P99 Wea eather ther2

GW

1 142 TWh represents generation output at 100% capacity factor (excludes Peakers and Solar generation). Retail load of 48 TWh includes Crius Energy. 2 P99 weather represents extreme summer temperatures in DFW (108 degrees Fahrenheit in August). Generation position does not reflect any third-party hedges. Includes Crius Energy electric and gas retail

load.

Load

(includes swing)

Peakers Steamers Coal / CCGT Nuclear 48 12 18

Vistra Energy / Investor Presentation

Q1 2 2019 HIGHLIGHT HTS

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1 Ongoing operations Adjusted EBITDA excludes Asset Closure segment Adjusted EBITDA results of $(22) million in 1Q18 and $(13) million in 1Q19. Adjusted EBITDA is a non-GAAP financial measure. See the "Non-

GAAP Reconciliation" tables for further details.

Q1 Q1 201 2019 9 Financ Financial ial R Resul esults ts

Ongoing Operations ($ millions)

• First quarter results were above consensus and in-line with management expectations
• Increase of nearly $2

$240 40 mi million

• n as compared to 1Q18 results pro forma for the merger with Dynegy due to realization of

merger value levers, higher retail gross margin, and favorable realized prices

• Expect to close Crius Energy acquisition in the second quarter of 2019, pending FERC approval; acquisition expected to be

immediately accretive to EBITDA/share and FCF/share and to result in >90% FCF conversion

• On track to deliver an estimated $5

$565 65 mi million

• n of
• f EBITD

BITDA value levers and $3 $310 10 mi million

• n of
• f after

after-tax ax FCF FCF benefits from Dynegy merger

Reta etail il Acq cquisi uisition tion Mer erge ger r Value alue Le Lever ers s On On Trac ack

Adjus justed EBITD ITDA: $8151

ADJ ADJ. . EBITD EBITDA A VAL ALUE UE LEVERS LEVERS ($ millions) ($ millions)

$ 195 $ 430 $ 540 $ 565 $ 385 $ 515 $ 565

2018A 2019 2020 2021

Value Levers Realized in Year Run-Rate Value Levers Achieved

E E E

Vistra Energy / Investor Presentation

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2019 continues to be the “year of execution” for Vistra Energy with first quarter results meeting management expectations and setting up for an expected solid 2019 performance

20 2019 19 Gu Guidan idance ce1

Ongoing Operations ($ millions)

66% 66%

FCF Conversion

Capital pital All lloc

• cation

tion On On Trac ack

Share Repurchase Program

• Authorized $1.75 billion

 Executed $500 million May-Oct. 2018  Executed ~$553 million Nov. 2018–April 25, 2019

• ~48

483 3 mill million ion shares outstanding as of April 25, 2019

• ~$697 million remains available for repurchases under program

Dividend Program

• Paid initial quarterly dividend of $0.125 per share on March 29, 2019 to shareholders
• f record as of March 15, 2019; an expected $0.50 per share to be paid on an

annual basis; management expects annual dividend growth rate of ~6–8%

Leverage Target

• Expect to achieve ~2.5x net debt / EBITDA by YE 2020
• Moving towards eventual ratings upgrade and targeting investment grade

1 Reflects guidance that was reaffirmed by the company as of May 3, 2019. Nothing herein is intended to reaffirm or change the company’s current guidance in any regard. 2 Ongoing operations Adjusted EBITDA excludes Asset Closure segment Adjusted EBITDA results of $(22) million in 1Q18 and $(13) million in 1Q19. Adjusted EBITDA and Adjusted FCFbG are non-GAAP financial measure. See the "Non-GAAP

Reconciliation" tables for further details.

Ad Adjus justed EB EBITD TDA

$3,220 – $3,4202

Adjus justed FCFbG

$2,100 – $2,3002

• 2020 Ongoing

ing Operations ions Ad Adj.

• j. EBITD

EBITDA A projected jected t to track approxima imately y fla flat to 201 2019

2019 GUIDAN ANCE CE AND CAPITAL AL ALL LLOCATIO ION N PLA LAN

Vistra Energy / Investor Presentation

VISTRA A ENERGY’S INTEGRATE ATED D BUSINES ESS MODEL

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Low costs through lean support cost model and OPI1 to maximize EBITDA and FCF LOW-COST OPERATIONS 2.5x net debt/EBITDA target by YE 2020; exhibit discipline toward growth investments and return capital to shareholders FINANCIAL DISCIPLINE Results in higher integrated margins and greater stability of earnings;

• rganic and M&A growth

LEADING RETAIL PLATFORM Highly efficient gas-fueled fleet with advantaged coal, nuclear and renewable assets; prudent growth of renewables and storage IN-THE-MONEY FLEET Manage risk while

• ptimizing value
• f portfolio

COMMERCIAL OPTIMIZATION Improved risk profile via earnings, geographic, and fuel diversification DIVERSIFICATION Results in relatively stable EBITDA with substantial conversion to FCF of >60 percent

1 OPI is a structured process to identify improvement opportunities, led by site leadership, an internal operations improvement focused group, and outside consultants.

Vistra Energy / Investor Presentation

2.0x 1.7x 3.2x 2.96x ~2.5x2

2016A 2017A 2018A 2019E 2020E

FINANCI CIAL AL DISCIPL PLINE NE

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Vistra Energy’s long-term leverage target is ~2.5x net debt to EBITDA

Vistra Energy’s Balance Sheet Is Forecast to Remain Strong Following Merger With Dynegy in 20181

1 Merger with Dynegy closed on April 9, 2018. 2 2.5x net debt/EBITDA target by YE 2020.

BALANCE SHEET DISCIPLINE

Vistra Energy / Investor Presentation

LOW-COST ST OPERATI TION ONS

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Vistra Energy’s management team prioritizes low-cost leadership

1 Includes Wholesale SG&A, O&M, and maintenance capex. Excludes nuclear. Includes non-nuclear projected annual run-rate EBITDA value levers and projected capex savings. 2 Includes Retail SG&A. “RCE” defined as Residential Customer Equivalent, on a Delivered RCE Basis 10 MWh or 100 mmBTU. 3 2019E pro forma for Crius Energy merger including any remaining synergies.

VST Stand-Alone

• Oct. 2016

2018A 2019E

$/RCE2 VST Stand-Alone Oct.2016 2018A 2019E $/MWh1

WH WHOLE LESALE ALE RE RETAI AIL

~$20 ~$10 ~$9

3 3

~$80 ~$45 ~$45

Vistra Energy / Investor Presentation Vistra Energy / Investor Presentation

EAR EARNINGS, S, GEOGR GEOGRAPHIC, AND AND FUEL FUEL DIV DIVERSI SITY

13

Vistra Energy’s fleet is well-positioned in the attractive ERCOT, PJM, and ISO-NE markets

$4.68 $8.08 $6.44 $4.44 $2.32 PJM

Capacity ($/kw-mo)

ISO-NE

Energy ($/kw-mo)

$11.12 $12.52 ERCOT 2017 ERCOT 2019

New CCGT (Required $/kw-mo)

AD ADJUSTED USTED EBITDA BY BY MARK ARKET1

24% 36%

Wholesale

3% 12%

PJM ERCOT Other ISO-NE/NY

CAPACITY & & ENERGY G GROSS MARGIN BY BY MARKE MARKET2

~60% Adj. EBITDA from ERCOT ~45-50% GM from Capacity and Retail3 PJM AND ISO-NE TOTAL GROSS MARGIN HAVE BEEN RELATIVELY STABLE BETWEEN ~$9-12/KW-MO; ERCOT HAS BEEN MORE VOLATILE WITH HIGHER UPSIDE. MARKETS STILL DO NOT SUPPORT NEW BUILD $2.32 ~$15 ~$17 ~$17

Market representative CCGTs

~$17.0

25%

Retail

$10.57 $10.57

1 2019E. 2 2019E for representative CCGTs (other than ERCOT 2017, which is 2017A for ERCOT North/HSC). PJM reflects an average of WHUB/M3/MAAC, AD/ M2/RTO, and NI/CCG/COMED pricing points. ERCOT reflects

ERCOT North/HSC. ISO-NE reflects Mass Hub/Algonquin. Energy revenues reflect forward curves as of 5/21/18 and capacity revenues reflect calendar year 2019.

3 Estimate pro forma for Crius Energy. Actual percentage will vary depending on future wholesale power price environments and future capacity clears, among other variables.

Vistra Energy / Investor Presentation Vistra Energy / Investor Presentation

LEADI LEADING RET RETAI AIL L PLAT PLATFO FORM

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Retail Margin Wholesale Margin

STABLE CASH CASH FLOWS

Integrated retail / wholesale model5 (illustrative)

Generation Fuel Cost

VI VISTRA RA ENERGY CUSTOMER CO COUNTS

US Competitive Markets

21% 20% 7% 6% 5% 5% 4% 3% 3% 3%

TOTAL U AL US RE RESIDE DENTIAL AL MARK ARKET S SHARE ARE1 ADJU ADJUSTED E D EBI BITDA A CO CONTRI RIBUTION FR FROM RE RETAI AIL2

Stable retail business in periods of both rising and declining wholesale power prices

$845 $808 $682 $800 $839 $779 $845 $775

$845 $808 $682 $800 $839 $779 $845 $895

2012 2013 2014 2015 2016 2017 2018 Pro- Forma

Vistra Retail w/ Crius

• ~2.2mm Residential
• ~500K Business
• ~1.2mm Muni-agg

1 2017 EIA data. Based on switched load. Vistra Energy totals includes Crius Energy. 2 Pro-forma of $895 million reflects approximately $120 million of annual pro forma adjusted EBITDA contribution from the Crius Energy acquisition (assuming full run-rate

synergies) together with the midpoint of Vistra Energy’s 2019 retail adjusted EBITDA guidance range. 3 Pro forma for Crius Energy acquisition. 4 Vistra Energy $ SG&A per RCE shown for 2018A, while peers shown for 2017 Fiscal year. 5 Company analysis. Time period is reflective of 2015-2017.

LOW COST RETAIL PORTFOLIO

$45 $80 $87 $100 $129

Vistra (Total) Peer APeer BPeer CPeer D SG&A % of Contribution Margin 26% 52% 71% 43% 53%

Retail tail Costs ts4 31% 54% 15%

($ SG&A per RCE)

~86 TWh

13 TWh

Retail tail Load3

Business Muni-Agg Residential 27 TWh 46 TWh

2019

Vistra Energy / Investor Presentation Vistra Energy / Investor Presentation

IN IN-THE THE-MONE MONEY Y FL FLEE EET

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ERCOT PJM

1 2019E. 2 2019E market forwards as of May 30, 2018.

49% 40% 10% <1% Gas Coal Nuclear Other 57% 25% 18% Energy Retail Capacity

GROSS MA MARGIN CONTRIBUTIO ION BY REVENUE SOURCE1 FORECAST GENERATIO ION BY FUEL TYPE1 MEANINGFUL ENERGY & CAPACITY CONTRIBUTION FROM GAS-PREDOMINANT FLEET

IN-THE-MONEY ASSETS IN CORE MARKETS (~75% of Vistra Energy Generation Capacity)

VI VISTRA RA ENE NERG RGY Y IN IN-THE HE- MO MONEY COAL & & NUCLEAR ASSETS VIST ISTRA ENERGY IN IN- THE-MO MONEY CCGTs $5-25 ~$34 $19-26

$/MWh Marginal Cost

~$27

Market Clearing Marginal Cost (ATC) or Peak Heat Rate2 Heat Rate (mmbtu/MWh)

ERCOT PJM ISO-NE

~7 - 8

~18

~7 - 9

~14

~7 - 8

~10 ~7 GW ~6 GW ~8 GW ~6 GW ~4 GW

Range

Vistra Energy / Investor Presentation

COMMERC ERCIAL AL OPTIMIZAT ZATIO ION

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PORTFO FOLI LIO O OPTIMIZATION S STRA RATEGY 1. Develop fundamental point of view; hedge at or above 2. Take advantage of volatility in forward curves to hedge through settled date,

• ptimizing value of fleet

3. Requires in-the-money generating assets to support initial hedge and strong balance sheet to execute forward transactions

Power Price

POV Range Vistra Energy hedging

• pportunity

Illustrative

TIME $/MWh

Vistra Energy’s goal is to use volatility to create EBITDA and FCF stability; limiting downside risk while maintaining some opportunity to capture upside

Vistra Energy / Investor Presentation

Go Good

• d Fun

Funda damen mentals tals

• Inelastic demand
• Modest near-term growth ► electrification of

transport

FER FERC an and d ISO ISOs s Pr Prote

• tecting

cting Mar arkets ets Despite espite In Inter terven ention tion

• ISO-NE: LICAP ► FCM ► CASPR
• PJM: ICAP ► RPM ► CP
• ERCOT: System-wide offer cap; ORDC
• Monitoring DOE process

Ren enewa ewables and bles and Batteries tteries an an Op Oppo portun tunity ity, , No Not t a a Thr hrea eat

• Balance sheet and cash flow to participate
• Core business remains strong under possible

penetration

SUMMARY ARY CREDIT IT HIGHLIGHT HTS

17

Mitigation measures

Financial discipline, quality assets, and the right business model leads to stability in EBITDA and strong conversion to FCF ► improved credit quality

Rela elativ tivel ely y Sta Stable ble Ear Earning nings s With ith Multi ulti-Yea ear r Vis isibil ibility ty

• Integrated with multi-channel Retail
• Assets in key capacity markets
• Capability and balance sheet to hedge “in-the-

money” assets

Lo Low Le Lever erage ge, , Lo Low Cost

• st a M

a Must ust

• Commitment to 2.5x net debt to EBITDA
• Management targeting investment grade ratings
• Highly efficient assets and lean support costs

Right ight Business usiness Mod

• del

el Le Lead ads s to to Str Stron

• ng C

g Con

• nver

ersi sion

• n of
• f EB

EBITD ITDA to to FC FCF F and and Impr Improved C ed Credit edit

• Low sustaining capex; low debt ► low interest

expense

• Multiple capital allocation alternatives
• Strong and improving credit

Appendix Appendix

Vistra Energy / Investor Presentation

NON NON-GAAP AAP RECONCIL CILIATI ATION ONS S – Q1 2

2019 A ADJUSTED EBITDA

Retail ERCOT PJM NY/NE MISO Eliminations/ Corp and Other Ongoing Operations Consolidated Asset Closure Vistra Energy Consolidated Net Income (loss) 15 301 162 21 11 (272) 238 (14) 224 Income tax expense (benefit)

• 77

77

• 77

Interest expense and related charges 3 (3) 3 1 2 216 222

• 222

Depreciation and amortization (a) 59 149 130 64 3 17 422

• 422

EBITDA before adjustments 77 447 295 86 16 38 959 (14) 945 Unrealized net (gain) loss resulting from hedging transactions 164 (251) (91) (6) 14 (16) (186)

• (186)

Fresh start/purchase accounting impacts 14 2 (6) 2 5 (1) 16

• 16

Impacts of Tax Receivable Agreement

• (3)

(3)

• (3)

Non-cash compensation expenses

• 13

13

• 13

Transition and merger expenses

• 1

1 1 8 7 18

• 18

Other, net 2 5 2 3 5 (19) (2) (1) (1) Adjusted EBITDA (b) 257 204 201 86 39 19 815 (13) 802

VI VISTRA RA ENERGY Y CO CORP RP . . – NON NON-GAAP AAP RE RECO CONCI CILI LIATIONS THRE REE M MONTHS ENDE DED D Mar arch 31, 2019 h 31, 2019

(Unaudited) (Millions of Dollars)

(a) Includes nuclear fuel amortization of $17 million in the ERCOT segment. (b) Ongoing operations Adjusted EBITDA excludes Asset Closure segment Adjusted EBITDA results of $(22) million in 1Q18 and $(13) million in 1Q19.

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Vistra Energy / Investor Presentation

NON NON-GAAP AAP RECONCIL CILIATI ATION ONS S – 2019 GUIDANCE

VI VISTRA RA ENERGY Y CO CORP RP . . – NON NON-GAAP AAP RE RECO CONCI CILI LIATIONS 2019 G 2019 GUIDAN ANCE CE

(Unaudited) (Millions of Dollars)

20

(b)

(a) Includes state tax payments. (b) Ongoing operations Adjusted EBITDA excludes Asset Closure segment Adjusted EBITDA results of $(22) million in 1Q18 and $(13) million in 1Q19.

Vistra Energy / Investor Presentation

CAPITAL AL STRUCTU TURE RE

1 Assumes voluntary repayment of $800 million of senior notes in 2019. 2 Includes Equipment and Forward Capacity Agreements, Accounts Receivable Securitization, and TEUs. 3 Excludes $70 million of Preferred Stock and Vistra Energy’s building financing lease. 4 Reflects minimum cash balance of $400 million in 2019E. 5 Midpoint of 2019E Adjusted EBITDA Guidance (Ongoing Operations).

Vistra Energy expects to achieve its long-term leverage target of ~2.5x net debt to EBITDA by year-end 2020

($ in millions)

3/31/2019 2019E

Term Loan B $5,798 $5,754 Senior Notes 4,673 3,8731 Other2 715 606 Total Long Term Debt3 $11,186 $10,233 Less: Cash and Cash Equivalents (546) (400)4 Net Debt (after recurring dividend payment) $10,640 $9,833 Ongoing Operations Adjusted EBITDA $3,3205 Gross Debt / EBITDA (x) 3.08x Net Debt / EBITDA (x) 2.96x

Ca Capit ital l St Structures s Updates

• Refinanced and repurchased $1,253 million of Vistra Energy debt with coupons between 7.375% and 8.034% per annum in Q1

2019, resulting in annual interest savings of ~$20 million

• Repurchased approximately 44.5 million shares for ~$1.053 billion. ~483 million shares outstanding as of April 25, 2019 (an ~8%

reduction from Vistra Energy’s share count as of the Dynegy merger close on April 9, 2018)

• ~$697 million of $1.75 billion aggregate authorized share repurchase program remains available

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Vistra Energy / Investor Presentation

SELECT DEBT BALANCE CES

1 Excludes building financing, forward capacity agreement, equipment financing agreements, 7.00% amortizing notes (TEUs), mandatorily redeemable subsidiary preferred stock, and A/R securitization.

Issuer Series Principal Outstanding

Secured Facilities Vistra Operations Senior Secured Term Loan B-1 due August 2023 $2,786 Vistra Operations Senior Secured Term Loan B-2 due December 2023 977 Vistra Operations Senior Secured Term Loan B-3 due December 2025 2,035 Total Secured: $5,798 Unsecured Notes Vistra Operations 5.500% Senior Unsecured Notes due September 2026 $1,000 Vistra Operations 5.625% Senior Unsecured Notes due February 2027 1,300 Vistra Energy 7.375% Senior Unsecured Notes due November 2022 479 Vistra Energy 5.875% Senior Unsecured Notes due June 2023 500 Vistra Energy 7.625% Senior Unsecured Notes due November 2024 1,147 Vistra Energy 8.000% Senior Unsecured Notes due January 2025 81 Vistra Energy 8.125% Senior Unsecured Notes due January 2026 166 Total Unsecured: $4,673

FU FUNDE DED D DE DEBT BT T TRAN RANCH CHES

As of March 31, 20191 ($ in millions)

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Vistra Energy / Investor Presentation 23

ORGANIZATIONAL STRUCTURE

Vistra Energy Corp. Guarantor Subsidiaries Vistra Operations Company LLC Vistra Intermediate Company LLC

Tax Receivable Agreement Senior Notes Issued by Vistra Energy (as successor to Dynegy)

Non-Guarantor Subsidiaries

Guarantor of Senior Secured Credit Facilities Guarantor of Senior Notes Issued by Vistra Energy Senior Secured Credit Facilities 5.500% Senior Notes due 2026 Issued by Vistra Operations 5.625% Senior Notes due 2027 Issued by Vistra Operations Guarantor of Senior Notes Issued by Vistra Energy Guarantors of Senior Secured Credit Facilities Guarantors of Senior Notes Issued by Vistra Operations and Vistra Energy

Vistra Energy / Investor Presentation

COLLATERAL RAL STRUCT CTURE URE SUMMARY ARY

Note: Reflects total assets and aggregate value of principal properties as of March 31, 2019.

Vistr istra Consolida

• nsolidated

ed

$25,568mm of Total Assets

1) P 1) Principal incipal Pr Proper

• perties

ies

• Facilities with book value > 2% of Total Assets (~$511mm each)
• Covered facilities are currently Comanche Peak, Forney, Oak

Grove, Hanging Rock, Midlothian, Fayette, Kendall, Liberty and Washington (total book value of $7,940mm)

• Debt secured by Principal Properties capped at 30% of Total

Assets

• Effective value to secured debt holders is the lesser of:

2) O 2) Other her Ass sset ets

• Facilities with book value < 2% of Total Assets
• Stock of subsidiaries / intercompany debt
• Intangible assets
• Total book value of Other Assets:

Total Assets = $25,568mm less: Total Prin. Prop. Book Value = $7,940mm equals: Other Assets Book Value = $17,628mm

Collat

• llater

eral al Coverag

• verage

(1) Lesser of: A) 30% of Total Assets = $7,670mm B) Prin. Prop. Book Value = $7,940mm = $7,670mm plus: (2) Other Assets Book Value = $17,628mm equals: Total Pledged Assets Book Value $25,298mm Outstanding Term Loans = $5,798mm Fully Drawn Revolver = $2,675mm Total = $8,473mm ~3x Coverage

ST STRUCTU CTURE RE COLL COLLATE TERA RAL O OVER VERVIEW VIEW

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A) 30% of Total Assets = $7,670mm B) Principal Properties Book Value = $7,940mm = $7,670mm Value above cap: $270mm

• The collateral structure ensures the

company does not trigger the “equal and ratable” sharing clause of the liens covenant in the legacy-Dynegy Senior Notes

• Liens covenant in the legacy-Dynegy

Senior Notes only covers “Principal Properties” − Defined as facilities with book value >2% of Total Assets

• Covenant contains a carve-out for

debt for borrowed money secured by Principal Properties of up to 30% of Total Assets

• Limit the portion of outstanding

indebtedness for borrowed money secured by a lien on Principal Properties to an amount no greater than 30% of Total Assets

• Covenant does not cover other assets

(“Other Assets”), including: − Facilities with book values <2% of Total Assets − Stock of subsidiaries / intercompany debt − Intangible assets

• Limitation will fall-away after legacy-

Dynegy Senior Notes are retired

• Security in non-Principal Properties

unaffected by structure

Vistra Energy / Investor Presentation

ASSET FLEET DETAILS

Asset Location ISO Technology Primary Fuel Net Capacity Ownership Interest

Moss Landing 1 & 2 Moss Landing, CA CAISO CCGT Gas 1,020 100% Oakland Oakland, CA CAISO CT Oil 165 100 TOTAL CAISO 1,185 Forney Forney, TX ERCOT CCGT Gas 1,912 100% Lamar Paris, TX ERCOT CCGT Gas 1,076 100 Odessa Odessa, TX ERCOT CCGT Gas 1,054 100 Ennis Ennis, TX ERCOT CCGT Gas 366 100 Hays San Marcos, TX ERCOT CCGT Gas 1,047 100 Midlothian Midlothian, TX ERCOT CCGT Gas 1,596 100 Wise Poolville, TX ERCOT CCGT Gas 787 100 Martin Lake Tatum, TX ERCOT ST Coal 2,250 100 Oak Grove Franklin, TX ERCOT ST Coal 1,600 100 Coleto Creek Goliad, TX ERCOT ST Coal 650 100 Decordova Granbury, TX ERCOT CT Gas 260 100 Graham Graham, TX ERCOT ST Gas 630 100 Lake Hubbard Dallas, TX ERCOT ST Gas 921 100 Morgan Creek Colorado City, TX ERCOT CT Gas 390 100 Permian Basin Monahans, TX ERCOT CT Gas 325 100 Stryker Creek Rusk, TX ERCOT ST Gas 685 100 Trinidad Trinidad, TX ERCOT ST Gas 244 100 Wharton Boling, TX ERCOT CT Gas 83 100 Comanche Peak Glen Rose, TX ERCOT Nuclear Nuclear 2,300 100 Upton 2 Upton County, TX ERCOT Solar Solar 180 100 Upton 2 Battery Storage Upton County, TX ERCOT Battery Battery 10 100 TOTAL ERCOT 18,366 Baldwin Baldwin, IL MISO ST Coal 1,185 100% Havana Havana, IL MISO ST Coal 434 100 Hennepin Hennepin, IL MISO ST Coal 294 100 Coffeen Coffeen, IL MISO / PJM ST Coal 915 100 Duck Creek Canton, IL MISO / PJM ST Coal 425 100 Edwards Bartonville, IL MISO / PJM ST Coal 585 100 Newton Newton, IL MISO / PJM ST Coal 615 100 Joppa/EEI Joppa, IL MISO ST Coal 802 80 Joppa CT 1-3 Joppa, IL MISO CT Gas 165 100 Joppa CT 4-5 Joppa, IL MISO CT Gas 56 80 TOTAL MISO 5,476

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Vistra Energy / Investor Presentation

ASSET FLEET DETAILS (CONT’D)

Asset Location ISO Technology Primary Fuel Net Capacity Ownership Interest

Independence Oswego, NY NYISO CCGT Gas 1,212 100% TOTAL NYISO 1,212 Bellingham Bellingham, MA ISO-NE CCGT Gas 566 100% Bellingham NEA Bellingham, MA ISO-NE CCGT Gas 157 50 Blackstone Blackstone, MA ISO-NE CCGT Gas 544 100 Casco Bay Veazie, ME ISO-NE CCGT Gas 543 100 Lake Road Dayville, CT ISO-NE CCGT Gas 827 100 MASSPOWER Indian Orchard, MA ISO-NE CCGT Gas 281 100 Milford Milford,CT ISO-NE CCGT Gas 600 100 TOTAL ISO-NE 3,518 Fayette Masontown, PA PJM CCGT Gas 726 100% Hanging Rock Ironton, OH PJM CCGT Gas 1,430 100 Hopewell Hopewell, VA PJM CCGT Gas 370 100 Kendall Minooka, IL PJM CCGT Gas 1,288 100 Liberty Eddystone, PA PJM CCGT Gas 607 100 Ontelaunee Reading, PA PJM CCGT Gas 600 100 Sayreville Sayreville, NJ PJM CCGT Gas 170 50 Washington Beverly, OH PJM CCGT Gas 711 100 Kincaid Kincaid, IL PJM ST Coal 1,108 100 Miami Fort 7 & 8 North Bend, OH PJM ST Coal 1,020 100 Zimmer Moscow, OH PJM ST Coal 1,300 100 Calumet Chicago, IL PJM CT Gas 380 100 Dicks Creek Monroe, OH PJM CT Gas 155 100 Miami Fort (CT) North Bend, OH PJM CT Oil 77 100 Pleasants Saint Marys, WV PJM CT Gas 388 100 Richland Defiance, OH PJM CT Gas 423 100 Stryker Stryker, OH PJM CT Oil 16 100 TOTAL PJM 10,769 TOTAL CAPACITY 40,526

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