UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

	

FORM 10-Q/A
(Amendment No. 1)

x  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019

— OR —

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-38086

Vistra Energy Corp.

(Exact name of registrant as specified in its charter)

	
			
Delaware	 	36-4833255	
(State or other jurisdiction of incorporation or organization)	 	(I.R.S. Employer Identification No.)	
 	 	 	
6555 Sierra Drive, Irving, Texas 75039	 	(214) 812-4600	
(Address of principal executive offices) (Zip Code)	 	(Registrant's telephone number, including area code)	

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.   Yes x     No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  x     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x   Accelerated filer  o   Non-Accelerated filer o  Smaller reporting company  o   Emerging growth company  o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  o

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes o No x

Securities registered pursuant to Section 12(b) of the Act:

					
Title of Each Class	 	Trading Symbol(s)	 	Name of Each Exchange on Which Registered	
Common stock, par value $0.01 per share	 	VST	 	New York Stock Exchange	
Warrants	 	VST.WS.A	 	New York Stock Exchange	
7.00% tangible equity units	 	DYNC	 	New York Stock Exchange	

As of April 30, 2019, there were 482,614,988 shares of common stock, par value $0.01, outstanding of Vistra Energy Corp.

	

EXPLANATORY NOTE

This Amendment No. 1 ("Amendment No. 1") to the Quarterly Report on Form 10-Q of Vistra Energy Corp. (the "Company") for the quarter ended March 31, 2019 as filed with the Securities and Exchange Commission on May 3, 2019 (the "Original 10-Q"), is being filed for the sole purpose of updating Exhibits 32.1, 32.2 and 95.1 (the "Original Exhibits") to reflect the correct quarterly reporting period referenced in the body of Exhibits 32.1 and 32.2 and to reflect the correct quarterly mine safety information in Exhibit 95.1, which were incorrect in the Original Exhibits filed electronically as part of the Original Form 10-Q.

Except as otherwise expressly noted herein, this Amendment No. 1 does not modify or update in any way the financial position, results of operations, cash flows or other disclosures in, or exhibits to, the Original Form 10-Q, nor does it reflect events occurring after the filing of the Original Form 10-Q. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-Q.

PART II. OTHER INFORMATION

Item 6.	EXHIBITS	

(a)	Exhibits filed or furnished as part of Part II are:	

									
Exhibits	 	Previously Filed With File Number*	 	As
Exhibit	 	 	 	 	
 	 	 	 	 	 	 	 	 	
(4)	 	Instruments Defining the Rights of Security Holders, Including Indentures	
 	 	 	 	 	 	 	 	 	
4.1	 	001-38086
Form 8-K
(filed February 6, 2019)	 	4.1	 	—	 	Indenture for 5.625% Senior Note due 2027, dated as of February 6, 2019, among Vistra Operations Company LLC, as issuer, the Subsidiary Guarantors (as defined therein), and Wilmington Trust, National Association, as Trustee	
 	 	 	 	 	 	 	 	 	
4.2	 	001-38086
Form 8-K
(filed February 6, 2019)	 	4.2	 	—	 	Form of Rule 144A Global Security for 5.625% Senior Note due 2027 (included in Exhibit 4.1)	
 	 	 	 	 	 	 	 	 	
4.3	 	001-38086
Form 8-K
(filed February 6, 2019)	 	4.3	 	—	 	Form of Regulation S Global Security for 5.625% Senior Note due 2027 (included in Exhibit 4.1)	
 	 	 	 	 	 	 	 	 	
4.4	 	001-38086
Form 8-K
(filed February 6, 2019)	 	4.4	 	—	 	Tenth Supplemental Indenture to the 2022 Notes Indenture, dated February 6, 2019, by and among the Company and the Trustee	
 	 	 	 	 	 	 	 	 	
4.5	 	001-38086
Form 8-K
(filed April 5, 2019)	 	4.1	 	—	 	First Amendment to Purchase and Sale Agreement, dated as of April 1, 2019, among TXU Energy Retail Company LLC, Dynegy Energy Services, LLC, and Dynegy Energy Services (East), LLC, each as an originator, and TXU Energy Receivables Company LLC, as purchaser	
 	 	 	 	 	 	 	 	 	
4.6	 	001-38086
Form 8-K
(filed April 5, 2019)	 	4.2	 	—	 	First Amendment to Receivables Purchase Agreement, dated as of April 1, 2019, among TXU Energy Receivables Company LLC, as seller, TXU Energy Retail Company LLC, as servicer, Vistra Operations Company LLC, as performance guarantor, certain purchaser agents and purchasers named therein and Credit Agricole Corporate and Investment Bank, as administrator	
 	 	 	 	 	 	 	 	 	
(10)	 	Material Contracts	
 	 	 	 	 	 	 	 	 	
10.1	 	001-38086
Form 8-K
(filed January 24, 2019)	 	10.1	 	—	 	Purchase Agreement, dated January 22, 2019, by and among Vistra Operations Company LLC and J.P. Morgan Securities LLC, on behalf of itself and several Initial Purchasers named in Schedule I to the Purchase Agreement	
 	 	 	 	 	 	 	 	 	
10.2	 	001-38086
Form 10-K
(filed February 28, 2019)	 	10.6	 	—	 	Amended and Restated 2016 Omnibus Incentive Plan, effective as of February 26, 2019	

3

	
									
Exhibits	 	Previously Filed With File Number*	 	As
Exhibit	 	 	 	 	
10.3	 	001-38086
Form 10-K
(filed February 28, 2019)	 	10.7	 	—	 	Vistra Energy Equity Deferred Compensation Plan for Certain Directors	
 	 	 	 	 	 	 	 	 	
10.4	 	001-38086
Form 8-K
(filed April 4, 2019)	 	10.1	 	—	 	Eighth Amendment to Credit Agreement, dated March 29, 2019, by and among Vistra Operations Company LLC, Vistra Intermediate Company LLC, the other Credit Parties (as defined in the Vistra Operations Credit Agreement) party thereto, Bank of Montreal, Chicago Branch, as new Revolving Loan Lender, Revolving Letter of Credit Issuer and Joint Lead Arranger, the various other Lenders and Letter of Credit Issuers party thereto, and Credit Suisse as Administrative Agent and Collateral Agent	
 	 	 	 	 	 	 	 	 	
10.5	 	001-38086
Form 10-Q (Quarter
Ended March 31, 2019)
(filed May 3, 2019)	 	10.5	 	—	 	Amended and Restated Employment Agreement, dated May 1, 2019, between the Company and James A. Burke	
 	 	 	 	 	 	 	 	 	
(31)	 	Rule 13a-14(a) / 15d-14(a) Certifications	
 	 	 	 	 	 	 	 	 	
31.1	 	**	 	 	 	—	 	Certification of Curtis A. Morgan, principal executive officer of Vistra Energy Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
 	 	 	 	 	 	 	 	 	
31.2	 	**	 	 	 	—	 	Certification of J. William Holden, principal financial officer of Vistra Energy Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	
 	 	 	 	 	 	 	 	 	
(32)	 	Section 1350 Certifications	
 	 	 	 	 	 	 	 	 	
32.1	 	**	 	 	 	—	 	Certification of Curtis A. Morgan, principal executive officer of Vistra Energy Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 	 	 	 	 	 	 	 	 	
32.2	 	**	 	 	 	—	 	Certification of J. William Holden, principal financial officer of Vistra Energy Corp., pursuant to U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	
 	 	 	 	 	 	 	 	 	
(95)	 	Mine Safety Disclosures	
 	 	 	 	 	 	 	 	 	
95.1	 	**	 	 	 	—	 	Mine Safety Disclosures	
____________________
		
*	Incorporated herein by reference	
		
**	Filed herewith	

4

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	
					
 	 	 	Vistra Energy Corp.	 	
 	 	 	 	 	
 	By:	 	/s/ CHRISTY DOBRY	 	
 	Name:	 	Christy Dobry	 	
 	Title:	 	Vice President and Controller	 	
 	 	 	(Principal Accounting Officer)	 	

Date: May 13, 2019

5

Exhibit 31.1

CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Curtis A. Morgan, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Vistra Energy Corp.;	

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:	

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and	

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.	

	
		
Date: May 13, 2019	/s/ Curtis A. Morgan	
 	Curtis A. Morgan	
 	President and Chief Executive Officer	
 	(Principal Executive Officer)	

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO
EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, J. William Holden, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q/A of Vistra Energy Corp.;	

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:	

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

b)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

c)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and	

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):	

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and	

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.	

	
		
Date: May 13, 2019	/s/ J. William Holden	
 	J. William Holden	
 	Executive Vice President and Chief Financial Officer	
 	(Principal Financial Officer)	

Exhibit 32.1
CERTIFICATION OF PRESIDENT AND CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vistra Energy Corp. (the “Company”) on Form 10-Q/A for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Curtis A. Morgan, President and Chief Executive Officer of the Company, hereby certify as of the date hereof, solely for the purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and	

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.	

	
		
Date: May 13, 2019	/s/ Curtis A. Morgan	
 	Curtis A. Morgan	
 	President and Chief Executive Officer	
 	(Principal Executive Officer)	

The foregoing certification is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), and is not to be incorporated by reference into any filing of Vistra Energy Corp. under Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language of such filing.

Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Vistra Energy Corp. (the “Company”) on Form 10-Q/A for the period ended March 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, J. William Holden, Executive Vice President and Chief Financial Officer of the Company, hereby certify as of the date hereof, solely for the purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of my knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and	

(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.	

	
		
Date: May 13, 2019	/s/ J. William Holden
	
 	J. William Holden	
 	Executive Vice President and Chief Financial Officer	
 	(Principal Financial Officer)	

The foregoing certification is not deemed filed with the Securities and Exchange Commission for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), and is not to be incorporated by reference into any filing of Vistra Energy Corp. under Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language of such filing.

Exhibit 95.1

Mine Safety Disclosures

Safety is a top priority in all our businesses, and accordingly, it is a key component of our focus on operational excellence, our employee performance reviews and employee compensation. Our health and safety program objectives are to prevent workplace accidents and ensure that all employees return home safely and comply with all regulations.

Vistra Energy currently owns and operates, or is in the process of reclaiming, 12 surface lignite coal mines in Texas to provide fuel for its electricity generation facilities. Vistra Energy also owns or leases, and is in the process of reclaiming, two waste-to-energy surface facilities in Pennsylvania. These mining operations are regulated by the U.S. Mine Safety and Health Administration (MSHA) under the Federal Mine Safety and Health Act of 1977, as amended (the Mine Act), as well as other regulatory agencies such as the RCT. The MSHA inspects U.S. mines, including Vistra Energy's, on a regular basis and if it believes a violation of the Mine Act or any health or safety standard or other regulation has occurred, it may issue a citation or order, generally accompanied by a proposed fine or assessment. Such citations and orders can be contested and appealed to the Federal Mine Safety and Health Review Commission (FMSHRC), which often results in a reduction of the severity and amount of fines and assessments and sometimes results in dismissal. The number of citations, orders and proposed assessments vary depending on the size of the mine as well as other factors.

Disclosures related to specific mines pursuant to Section 1503 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K sourced from data documented at April 15, 2019 in the MSHA Data Retrieval System for the three months ended March 31, 2019 (except pending legal actions, which are at March 31, 2019), are as follows:

																														
Mine (a)	 	Section 104
S and S Citations (b)	 	Section 104(b)
Orders	 	Section 104(d)
Citations and Orders	 	Section 110(b)(2)
Violations	 	Section 107(a)
Orders	 	Total Dollar Value of MSHA Assessments Proposed (c)	 	Total Number of Mining Related Fatalities	 	Received Notice of Pattern of Violations Under Section 104(e)	 	Received Notice of Potential to Have Pattern Under Section 104(e)	 	Legal Actions Pending at Last Day of Period (d)	 	Legal Actions Initiated During Period	 	Legal Actions Resolved During Period	
Kosse	 	—		 	—	 	—	 	—	 	—	 	—		 	—	 	—	 	—	 	2		 	2		 	—		
Liberty	 	—		 	—	 	—	 	—	 	—	 	—		 	—	 	—	 	—	 	1		 	1		 	—		
Sulphur Springs	 	—		 	—	 	—	 	—	 	—	 	1		 	—	 	—	 	—	 	—		 	—		 	—		
Northeastern Power Cogeneration Facility	 	—		 	—	 	—	 	—	 	—	 	—		 	—	 	—	 	—	 	1		 	1		 	—		
____________
		
(a)	Excludes mines for which there were no applicable events.	
		
(b)	Includes MSHA citations for mandatory health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.	
		
(c)	Total value in thousands of dollars for proposed assessments received from MSHA for all citations and orders issued in the three months ended March 31, 2019, including but not limited to Sections 104, 107 and 110 citations and orders that are not required to be reported.	
		
(d)	Pending actions before the FMSHRC involving a coal or other mine. All four are contests of proposed penalties.