VSTVistra Corp.

We refer to your presentation of “Ongoing Operations” financial measures, such as Ongoing Operations Net Income and Operating Cash Flow from Ongoing Operations, and note that they exclude the results of your Asset Closure segment. As these measures appear to meet the definition of non-GAAP financial measures, revise to provide the disclosures required by Item 10(e) of Regulation S-K and Regulation G, as applicable.

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In this regard, ensure that each measure is accompanied by the corresponding GAAP measure with equal or greater prominence. For additional guidance, refer to Question 102.10 of the Non-GAAP Compliance and Disclosure Interpretations.

to the Staff’s comments, in applicable future filings, the Company will identify Ongoing Operations Net Income and Operating Cash Flow from

Ongoing Operations as non-GAAP financial measures and will provide the disclosures required by Item 10(e) of Regulation S-K and Regulation G, as applicable, including a reconciliation of each such non-GAAP measure to the comparable GAAP financial measure.

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The Company will ensure that Ongoing Operations Net Income and Operating Cash Flow from Ongoing Operations are each accompanied by net income and cash provided by operating activities, respectively (as the corresponding GAAP measures), with equal or greater prominence.

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We note that your Asset Closure segment includes various units which have been taken offline and a unit which will be taken offline by the end of 2022. Given that your Asset Closure segment includes assets which may continue to operate into 2022, please tell us how you determined that these operations are not considered to be "Ongoing Operations."

The Company would like to clarify that the Asset Closure segment only included plants which have been taken offline and did not include the plant that is scheduled to be taken offline by the end of 2022 (results for this plant were included in the MISO segment and considered as part of Ongoing Operations).

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Specifically, as noted in Note 4, Retirement of

Generation Facilities, in Part II, Item 8 of the 2019 Form 10-K, “Operational results for retired plants are included in the Asset Closure segment, which is engaged in the decommissioning and reclamation of retired plants and mines.” Therefore, of the five plants identified in the table under the MISO section in Note 4 of the 2019 Form 10-K, (i) results for four plants that were retired in 2019 were included in the Asset Closure segment, while (ii) results for the plant that will be retired by the end of 2022 were included in the MISO segment and were considered to be “Ongoing Operations.” Similarly, in the Form 8-K, results for the four MISO plants that were taken offline in late 2019 were included in the Asset Closure segment (as noted in Footnote 2 on Page 3), while results for the plant that will be retired by the end of 2022 were included in the MISO segment and considered to be “Ongoing Operations.”

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We note your disclosure that you will remove Jennifer Box from the Audit Committee and will appoint a second and third member, each of whom will meet the definition of “independent” under Commission and NYSE rules, “within the time periods required by the applicable rules and regulations.” Please disclose the time period for which you are permitted under Commission and NYSE rules to not have an audit committee

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consisting of three independent directors and whether you will elect to take advantage of such rules.

The Company has revised the disclosure on page 115 of the Registration Statement accordingly. Read in the reply ↗

We note your response to comment 3 and reissue the comment in part. Please revise your disclosure to discuss how difficult it will be for named executive officers or how likely it will be for you to achieve the undisclosed target levels or other relevant factors. Please refer to Instruction 4 to Item 402(b) of Regulation S-K.

The Company has revised the disclosure on page 124 of the Registration Statement accordingly. Read in the reply ↗

Please revise the last line of your table to accurately reflect the number of shares of common stock beneficially owned by “all directors and current executive officers as a group,” the percentage of shares owned by them before any offering and if the maximum number of shares offered are sold.

The Company has revised the disclosure on page 144 of the Registration Statement accordingly. Read in the reply ↗

We note here and on page 155 that the Vistra Operations Credit Facilities restrict the ability of your restricted subsidiaries to pay dividends or make distributions or other restricted payments. Please tell us how you considered the disclosure requirements of Rule 4-08(e) and of the Schedule I requirements in Rule 5-04 of Regulation S-X.

Regulation S-X in conjunction with its subsidiaries’ ability to pay dividends or make distributions. The Vistra Operations Credit Facilities generally restrict the ability to pay dividends above certain calculated amounts, but permit dividends or distributions utilized for the existing obligations of Vistra Energy Corp. (such as payments for taxes, payments for general operating expenses of Vistra Energy Corp., and payments under the Tax Receivables Agreement) in amounts necessary to fully satisfy those obligations.

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In light of the complexity involved with determining what net assets of the consolidated subsidiaries are restricted given the ability to pay dividends or make distributions for certain activities noted above, and in response to your comment, the Company has amended the Registration Statement to include Schedule I beginning on page F-89 in order to provide additional disclosure. Note 2 of Schedule I addresses the disclosure requirements of Rule 4-08(e).

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