Vistra Corp.VST
Vistra Corp. Goodwill & Intangibles Disclosure
GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS AND LIABILITIES
Goodwill
As of December 31, 2025 and 2024, the carrying value of goodwill totaled $2.810 billion and $2.807 billion, respectively.
| Retail Segment | Texas Segment | ||||||||||||||||||||||
| Retail Reporting Unit (a) | Texas Generation Reporting Unit | Goodwill Pending Allocation | Total Goodwill | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
Balance at December 31, 2024 | $ | 2,461 | $ | 122 | $ | 224 | $ | 2,807 | |||||||||||||||
Measurement period adjustment recorded in connection with the Energy Harbor Merger (b) | 227 | — | (224) | 3 | |||||||||||||||||||
Balance at December 31, 2025 | $ | 2,688 | $ | 122 | $ | — | $ | 2,810 | |||||||||||||||
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(a)Goodwill of $1.944 billion is deductible for tax purposes over 15 years on a straight-line basis.
(b)Includes the allocation of goodwill attributable to the Energy Harbor acquisition to the retail reporting unit (see Note 2 for additional information).
Identifiable Intangible Assets and Liabilities
Identifiable intangible assets are comprised of the following:
| December 31, 2025 | December 31, 2024 | |||||||||||||||||||||||||||||||||||||
| Identifiable Intangible Asset | Gross Carrying Amount | Accumulated Amortization | Net | Gross Carrying Amount | Accumulated Amortization | Net | ||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||
| Retail customer relationships | $ | 2,173 | $ | 2,067 | $ | 106 | $ | 2,173 | $ | 1,977 | $ | 196 | ||||||||||||||||||||||||||
| Software and other technology-related assets | 656 | 365 | 291 | 601 | 293 | 308 | ||||||||||||||||||||||||||||||||
| Retail and wholesale contracts | 369 | 295 | 74 | 503 | 353 | 150 | ||||||||||||||||||||||||||||||||
| Long-term service agreements | 18 | 6 | 12 | 18 | 5 | 13 | ||||||||||||||||||||||||||||||||
| Other identifiable intangible assets (a) | 628 | 17 | 611 | 218 | 13 | 205 | ||||||||||||||||||||||||||||||||
| Total identifiable intangible assets subject to amortization | $ | 3,844 | $ | 2,750 | 1,094 | $ | 3,513 | $ | 2,641 | 872 | ||||||||||||||||||||||||||||
| Retail trade names (not subject to amortization) | 1,341 | 1,341 | ||||||||||||||||||||||||||||||||||||
| Total identifiable intangible assets | $ | 2,435 | $ | 2,213 | ||||||||||||||||||||||||||||||||||
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(a)Includes mining development costs and environmental allowances (emissions allowances and renewable energy certificates).
Identifiable intangible liabilities are comprised of the following:
| Year Ended December 31, | ||||||||||||||
| Identifiable Intangible Liability | 2025 | 2024 | ||||||||||||
| (in millions) | ||||||||||||||
Long-term service agreements | $ | 100 | $ | 108 | ||||||||||
Wholesale power and fuel purchase contracts | 38 | 47 | ||||||||||||
| Total identifiable intangible liabilities | $ | 138 | $ | 155 | ||||||||||
Amortization of finite-lived identifiable intangible assets and liabilities (including the classification in the consolidated statements of operations) consisted of the following:
| Identifiable Intangible Assets/Liabilities | Consolidated Statements of Operations | Remaining useful lives of identifiable intangible assets at December 31, 2025 (weighted average in years) | Year Ended December 31, | |||||||||||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
| Retail customer relationships | Depreciation and amortization | 1 | $ | 90 | $ | 111 | $ | 98 | ||||||||||||||||||||||||
| Software and other technology-related assets | Depreciation and amortization | 2 | 69 | 60 | 58 | |||||||||||||||||||||||||||
| Retail and wholesale contracts | Operating revenues/Fuel, purchased power costs, and delivery fees | 3 | (9) | (12) | 8 | |||||||||||||||||||||||||||
| Other identifiable intangible assets (a) | Fuel, purchased power costs, and delivery fees/Depreciation and amortization | 4 | 488 | 414 | 357 | |||||||||||||||||||||||||||
| Total intangible asset expense, net | $ | 638 | $ | 573 | $ | 521 | ||||||||||||||||||||||||||
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(a)Amounts include all expenses associated with environmental allowances including expenses accrued to comply with emissions allowance programs and renewable portfolio standards which are presented in fuel, purchased power costs and delivery fees in the consolidated statements of operations. Emissions allowance obligations are accrued as associated electricity is generated and renewable energy certificate obligations are accrued as retail electricity delivery occurs.
The following is a description of the separately identifiable intangible assets recorded in fresh start reporting and in connection with purchase accounting from acquisitions.
•Retail customer relationship — Retail customer relationship intangible asset represents the fair value of our non-contracted retail customer base, including residential and business customers, and is amortized using an accelerated method based on historical customer attrition rates and reflecting the expected pattern in which economic benefits are realized over their estimated useful life.
•Retail and wholesale contracts — These intangible assets and liabilities represent the value of various acquired retail and wholesale contracts and fuel and transportation purchase contracts. The contracts were identified as either assets or liabilities based on the respective fair values utilizing prevailing market prices for commodities or services compared to the fixed prices contained in these agreements. The intangible assets or liabilities are amortized in relation to the economic terms of the related contracts.
•LTSA — Our acquired LTSA intangibles represent the estimated fair value of favorable or unfavorable contract obligations with respect to long-term plant maintenance agreements and are amortized based on the expected usage of the service agreements over the contract terms. The majority of the plant maintenance services relate to capital improvements and the related amortization of the plant maintenance agreements is recorded to property, plant, and equipment.
•Retail trade names — Our retail trade name intangible assets represent the fair value of our retail brands, including the trade names of TXU EnergyTM, Ambit Energy, 4Change EnergyTM, Homefield Energy, Dynegy Energy Services, TriEagle Energy, Public Power, and U.S. Gas & Electric, and were determined to be indefinite-lived assets not subject to amortization. These intangible assets are evaluated for impairment at least annually in accordance with accounting guidance related to other indefinite-lived intangible assets. We have selected October 1 as our test date. Significant qualitative factors evaluated included trade name financial performance, general macroeconomic, industry, and market conditions, customer attrition and interest rates. On the most recent testing date, we determined that it was more likely than not that the fair value of our retail trade name intangible asset exceeded its carrying value at October 1, 2025.
Estimated Amortization of Identifiable Intangible Assets
As of December 31, 2025, the estimated aggregate amortization expense of identifiable intangible assets, excluding environmental allowances, for each of the next five fiscal years is as shown below.
| Year | Estimated Amortization Expense | |||||||
| (in millions) | ||||||||
| 2026 | $ | 178 | ||||||
| 2027 | $ | 83 | ||||||
| 2028 | $ | 63 | ||||||
| 2029 | $ | 45 | ||||||
| 2030 | $ | 24 | ||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 27, 2026 | Showing above |
| 2024 | Feb 28, 2025 | |
| 2023 | Feb 29, 2024 | |
| 2022 | Mar 1, 2023 | |
| 2021 | Feb 25, 2022 | |
| 2020 | Feb 26, 2021 | |
| 2019 | Feb 28, 2020 | |
| 2018 | Feb 28, 2019 | |
| 2017 | Feb 26, 2018 | |
About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.