10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

— OR —

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

Commission File Number 1-12833

Energy Future Holdings Corp.

(Exact name of registrant as specified in its charter)

Texas	46-2488810
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1601 Bryan Street, Dallas, TX 75201-3411	(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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post 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, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer o  Accelerated filer o  Non-Accelerated filer x (Do not check if a smaller reporting company)

Smaller reporting company 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

At May 1, 2013, there were 1,682,027,886 shares of common stock, without par value, outstanding of Energy Future Holdings Corp. (substantially all of which were owned by Texas Energy Future Holdings Limited Partnership, Energy Future Holdings Corp.’s parent holding company, and none of which is publicly traded).

TABLE OF CONTENTS

		PAGE
GLOSSARY		ii
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Statements of Consolidated Income (Loss) — Three Months Ended March 31, 2013 and 2012	1
	Condensed Statements of Consolidated Comprehensive Income (Loss) — Three Months Ended March 31, 2013 and 2012	1
	Condensed Statements of Consolidated Cash Flows — Three Months Ended March 31, 2013 and 2012	2
	Condensed Consolidated Balance Sheets — March 31, 2013 and December 31, 2012	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	44
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	68
Item 4.	Controls and Procedures	73
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	74
Item 1A.	Risk Factors	74
Item 4.	Mine Safety Disclosures	74
Item 6.	Exhibits	75
SIGNATURE		78

Energy Future Holdings Corp.'s (EFH Corp.) annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports are made available to the public, free of charge, on the EFH Corp. website at http://www.energyfutureholdings.com, as soon as reasonably practicable after they have been filed with or furnished to the Securities and Exchange Commission. The information on EFH Corp.'s website shall not be deemed a part of, or incorporated by reference into, this quarterly report on Form 10-Q. The representations and warranties contained in any agreement that we have filed as an exhibit to this quarterly report on Form 10-Q or that we have or may publicly file in the future may contain representations and warranties made by and to the parties thereto at specific dates. Such representations and warranties may be subject to exceptions and qualifications contained in separate disclosure schedules, may represent the parties' risk allocation in the particular transaction, or may be qualified by materiality standards that differ from what may be viewed as material for securities law purposes.

This quarterly report on Form 10-Q and other Securities and Exchange Commission filings of EFH Corp. and its subsidiaries occasionally make references to EFH Corp. (or "we," "our," "us" or "the company"), EFCH, EFIH, TCEH, TXU Energy, Luminant, Oncor Holdings or Oncor when describing actions, rights or obligations of their respective subsidiaries. These references reflect the fact that the subsidiaries are consolidated with, or otherwise reflected in, their respective parent company's financial statements for financial reporting purposes. However, these references should not be interpreted to imply that the parent company is actually undertaking the action or has the rights or obligations of the relevant subsidiary company or vice versa.

i

GLOSSARY

When the following terms and abbreviations appear in the text of this report, they have the meanings indicated below.

2012 Form 10-K	EFH Corp.’s Annual Report on Form 10-K for the year ended December 31, 2012
Adjusted EBITDA	Adjusted EBITDA means EBITDA adjusted to exclude noncash items, unusual items and other adjustments allowable under certain of our debt arrangements. See the definition of EBITDA below. Adjusted EBITDA and EBITDA are not recognized terms under US GAAP and, thus, are non-GAAP financial measures. We are providing Adjusted EBITDA in this Form 10-Q (see reconciliations in Exhibits 99(b), 99(c) and 99(d)) solely because of the important role that Adjusted EBITDA plays in respect of certain covenants contained in our debt arrangements. We do not intend for Adjusted EBITDA (or EBITDA) to be an alternative to net income as a measure of operating performance or an alternative to cash flows from operating activities as a measure of liquidity or an alternative to any other measure of financial performance presented in accordance with US GAAP. Additionally, we do not intend for Adjusted EBITDA (or EBITDA) to be used as a measure of free cash flow available for management's discretionary use, as the measure excludes certain cash requirements such as interest payments, tax payments and other debt service requirements. Because not all companies use identical calculations, our presentation of Adjusted EBITDA (and EBITDA) may not be comparable to similarly titled measures of other companies.
CAIR	Clean Air Interstate Rule
CFTC	US Commodity Futures Trading Commission
Competitive Electric segment	the EFH Corp. business segment that consists principally of TCEH
CREZ	Competitive Renewable Energy Zone
CSAPR	the final Cross-State Air Pollution Rule issued by the EPA in July 2011 and vacated by the US Court of Appeals for the District of Columbia Circuit in August 2012 (see Note 6 to Financial Statements)
EBITDA	earnings (net income) before interest expense, income taxes, depreciation and amortization
EFCH	Energy Future Competitive Holdings Company LLC, a direct, wholly-owned subsidiary of EFH Corp. and the direct parent of TCEH, and/or its subsidiaries, depending on context (formerly known as Energy Future Competitive Holdings Company, which was a Texas corporation)
EFH Corp.	Energy Future Holdings Corp., a holding company, and/or its subsidiaries, depending on context, whose major subsidiaries include TCEH and Oncor
EFIH	Energy Future Intermediate Holding Company LLC, a direct, wholly-owned subsidiary of EFH Corp. and the direct parent of Oncor Holdings
EFIH Finance	EFIH Finance Inc., a direct, wholly-owned subsidiary of EFIH, formed for the sole purpose of serving as co-issuer with EFIH of certain debt securities
EFIH Notes	Refers, collectively, to EFIH's and EFIH Finance's 6.875% Senior Secured Notes due August 15, 2017 (EFIH 6.875% Notes), 9.75% Senior Secured Notes due October 15, 2019 (EFIH 9.75% Notes), 10.000% Senior Secured Notes due December 1, 2020 (EFIH 10% Notes), 11% Senior Secured Second Lien Notes due October 1, 2021 (EFIH 11% Notes), 11.75% Senior Secured Second Lien Notes due March 1, 2022 (EFIH 11.75% Notes) and 11.25%/12.25% Senior Toggle Notes due December 1, 2018 (EFIH Toggle Notes).
EPA	US Environmental Protection Agency
ERCOT	Electric Reliability Council of Texas, Inc., the independent system operator and the regional coordinator of various electricity systems within Texas
ERISA	Employee Retirement Income Security Act of 1974, as amended
GAAP	generally accepted accounting principles
GWh	gigawatt-hours
IRS	US Internal Revenue Service

ii

LIBOR	London Interbank Offered Rate, an interest rate at which banks can borrow funds, in marketable size, from other banks in the London interbank market
Luminant	subsidiaries of TCEH engaged in competitive market activities consisting of electricity generation and wholesale energy sales and purchases as well as commodity risk management and trading activities, all largely in Texas
market heat rate	Heat rate is a measure of the efficiency of converting a fuel source to electricity. Market heat rate is the implied relationship between wholesale electricity prices and natural gas prices and is calculated by dividing the wholesale market price of electricity, which is based on the price offer of the marginal supplier in ERCOT (generally natural gas plants), by the market price of natural gas. Forward wholesale electricity market price quotes in ERCOT are generally limited to two or three years; accordingly, forward market heat rates are generally limited to the same time period. Forecasted market heat rates for time periods for which market price quotes are not available are based on fundamental economic factors and forecasts, including electricity supply, demand growth, capital costs associated with new construction of generation supply, transmission development and other factors.
MATS	the Mercury and Air Toxics Standard established by the EPA
Merger	The transaction referred to in the Agreement and Plan of Merger, dated February 25, 2007, under which Texas Holdings agreed to acquire EFH Corp., which was completed on October 10, 2007.
MMBtu	million British thermal units
Moody's	Moody's Investors Services, Inc. (a credit rating agency)
MW	megawatts
MWh	megawatt-hours
NERC	North American Electric Reliability Corporation
NOX	nitrogen oxides
NRC	US Nuclear Regulatory Commission
NYMEX	the New York Mercantile Exchange, a physical commodity futures exchange
Oncor	Oncor Electric Delivery Company LLC, a direct, majority-owned subsidiary of Oncor Holdings and an indirect subsidiary of EFH Corp., and/or its consolidated bankruptcy-remote financing subsidiary, Oncor Electric Delivery Transition Bond Company LLC, depending on context, that is engaged in regulated electricity transmission and distribution activities
Oncor Holdings	Oncor Electric Delivery Holdings Company LLC, a direct, wholly-owned subsidiary of EFIH and the direct majority owner of Oncor, and/or its subsidiaries, depending on context
Oncor Ring-Fenced Entities	Oncor Holdings and its direct and indirect subsidiaries, including Oncor
OPEB	other postretirement employee benefits
PUCT	Public Utility Commission of Texas
purchase accounting	The purchase method of accounting for a business combination as prescribed by US GAAP, whereby the cost or "purchase price" of a business combination, including the amount paid for the equity and direct transaction costs are allocated to identifiable assets and liabilities (including intangible assets) based upon their fair values. The excess of the purchase price over the fair values of assets and liabilities is recorded as goodwill.
Regulated Delivery segment	the EFH Corp. business segment that consists primarily of our investment in Oncor
REP	retail electric provider
RRC	Railroad Commission of Texas, which among other things, has oversight of lignite mining activity in Texas
S&P	Standard & Poor's Ratings Services, a division of the McGraw-Hill Companies Inc. (a credit rating agency)
SEC	US Securities and Exchange Commission

iii

Securities Act	Securities Act of 1933, as amended
SG&A	selling, general and administrative
SO2	sulfur dioxide
Sponsor Group	Refers, collectively, to certain investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P., TPG Global, LLC (together with its affiliates, TPG) and GS Capital Partners, an affiliate of Goldman, Sachs & Co., that have an ownership interest in Texas Holdings.
TCEH	Texas Competitive Electric Holdings Company LLC, a direct, wholly-owned subsidiary of EFCH and an indirect subsidiary of EFH Corp., and/or its subsidiaries, depending on context, that are engaged in electricity generation and wholesale and retail energy markets activities, and whose major subsidiaries include Luminant and TXU Energy
TCEH Demand Notes	Refers to certain loans from TCEH to EFH Corp. in the form of demand notes to finance EFH Corp. debt principal and interest payments and, until April 2011, other general corporate purposes of EFH Corp., that were guaranteed on a senior unsecured basis by EFCH and EFIH and were repaid by EFH Corp. in January 2013.
TCEH Finance	TCEH Finance, Inc., a direct, wholly-owned subsidiary of TCEH, formed for the sole purpose of serving as co-issuer with TCEH of certain debt securities
TCEH Senior Notes	Refers, collectively, to TCEH's and TCEH Finance's 10.25% Senior Notes due November 1, 2015 and 10.25% Senior Notes due November 1, 2015, Series B (collectively, TCEH 10.25% Notes) and TCEH's and TCEH Finance's 10.50%/11.25% Senior Toggle Notes due November 1, 2016 (TCEH Toggle Notes).
TCEH Senior Secured Facilities	Refers, collectively, to the TCEH Term Loan Facilities, TCEH Revolving Credit Facility and TCEH Letter of Credit Facility. See Note 5 to Financial Statements for details of these facilities.
TCEH Senior Secured Notes	TCEH's and TCEH Finance's 11.5% Senior Secured Notes due October 1, 2020
TCEH Senior Secured Second Lien Notes	Refers, collectively, to TCEH's and TCEH Finance's 15% Senior Secured Second Lien Notes due April 1, 2021 and TCEH's and TCEH Finance's 15% Senior Secured Second Lien Notes due April 1, 2021, Series B.
TCEQ	Texas Commission on Environmental Quality
Texas Holdings	Texas Energy Future Holdings Limited Partnership, a limited partnership controlled by the Sponsor Group, that owns substantially all of the common stock of EFH Corp.
Texas Holdings Group	Texas Holdings and its direct and indirect subsidiaries other than the Oncor Ring-Fenced Entities
Texas Transmission	Texas Transmission Investment LLC, a limited liability company that owns a 19.75% equity interest in Oncor and is not affiliated with EFH Corp., any of EFH Corp.'s subsidiaries or any member of the Sponsor Group
TRE	Texas Reliability Entity, Inc., an independent organization that develops reliability standards for the ERCOT region and monitors and enforces compliance with NERC standards and ERCOT protocols
TXU Energy	TXU Energy Retail Company LLC, a direct, wholly-owned subsidiary of TCEH that is a REP in competitive areas of ERCOT and is engaged in the retail sale of electricity to residential and business customers
US	United States of America
VIE	variable interest entity

iv

PART I. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

ENERGY FUTURE HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED STATEMENTS OF CONSOLIDATED INCOME (LOSS)

(Unaudited)

	Three Months Ended March 31,
	2013			2012
	(millions of dollars)
Operating revenues	$	1,260		$	1,222
Fuel, purchased power costs and delivery fees	(636		)	(628		)
Net gain (loss) from commodity hedging and trading activities	(197		)	368
Operating costs	(229		)	(207		)
Depreciation and amortization	(351		)	(337		)
Selling, general and administrative expenses	(162		)	(158		)
Franchise and revenue-based taxes	(17		)	(19		)
Other income (Note 13)	8			7
Other deductions (Note 13)	(3		)	(6		)
Interest income	—			2
Interest expense and related charges (Note 13)	(784		)	(785		)
Loss before income taxes and equity in earnings of unconsolidated subsidiaries	(1,111		)	(541		)
Income tax benefit	475			180
Equity in earnings of unconsolidated subsidiaries (net of tax) (Note 2)	67			57
Net loss	$	(569	)	$	(304	)

See Notes to Financial Statements.

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended March 31,
	2013			2012
	(millions of dollars)
Net loss	$	(569	)	$	(304	)
Other comprehensive income, net of tax effects:
Effects related to pension and other retirement benefit obligations (net of tax benefit (expense) of $1 and $(2))	(2		)	4
Cash flow hedges derivative value net loss related to hedged transactions recognized during the period and reported in:
Net loss (net of tax benefit of $1 in both periods)	2			3
Equity in earnings of unconsolidated subsidiaries (net of tax benefit of $— in all periods)	1			1
Total other comprehensive income	1			8
Comprehensive loss	$	(568	)	$	(296	)

See Notes to Financial Statements.

1

ENERGY FUTURE HOLDINGS CORP. AND SUBSIDIARIES CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (Unaudited)
	Three Months Ended March 31,
	2013			2012
	(millions of dollars)
Cash flows — operating activities:
Net loss	$	(569	)	$	(304	)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization	394			383
Deferred income tax benefit, net	(322		)	(185		)
Unrealized net loss from mark-to-market valuations of commodity positions	487			152
Unrealized net gain from mark-to-market valuations of interest rate swaps (Note 5)	(150		)	(114		)
Interest expense on toggle notes payable in additional principal (Notes 5 and 13)	41			57
Amortization of debt related costs, discounts, fair value discounts and losses on dedesignated cash flow hedges (Note 13)	61			61
Equity in earnings of unconsolidated subsidiaries	(67		)	(57		)
Distributions of earnings from unconsolidated subsidiaries	31			36
Bad debt expense (Note 4)	6			5
Accretion expense related primarily to mining reclamation obligations (Note 13)	8			9
Stock-based incentive compensation expense	2			4
Changes in operating assets and liabilities:
Margin deposits, net	(199		)	12
Other operating assets and liabilities	179			79
Cash provided by (used in) operating activities	$	(98	)	$	138
Cash flows — financing activities:
Issuances of long-term debt (Note 5)	$	—		$	1,150
Repayments/repurchases of long-term debt (Note 5)	(16		)	(19		)
Net short-term borrowings under accounts receivable securitization program (Note 4)	7			(11		)
Decrease in other short-term borrowings (Note 5)	—			(670		)
Decrease in note payable to unconsolidated subsidiary (Note 11)	—			(10		)
Sale/leaseback of equipment	—			14
Contributions from noncontrolling interests	1			2
Debt amendment, exchange and issuance costs and discounts, including third-party fees expensed	(6		)	(37		)
Other, net	(1		)	1
Cash provided by (used in) financing activities	(15		)	420

2

ENERGY FUTURE HOLDINGS CORP. AND SUBSIDIARIES STATEMENTS OF CONSOLIDATED CASH FLOWS
	Three Months Ended March 31,
	2013			2012
	(millions of dollars)
Cash flows — investing activities:
Capital expenditures	(139		)	(186		)
Nuclear fuel purchases	(20		)	(64		)
Proceeds from sales of assets	1			—
Restricted cash used to settle TCEH Demand Notes (Note 11)	680			—
Other changes in restricted cash	(4		)	15
Purchases of environmental allowances and credits	(5		)	(6		)
Proceeds from sales of nuclear decommissioning trust fund securities	41			10
Investments in nuclear decommissioning trust fund securities	(45		)	(14		)
Other, net	2			2
Cash provided by (used in) investing activities	511			(243		)
Net change in cash and cash equivalents	398			315
Cash and cash equivalents — beginning balance	1,913			826
Cash and cash equivalents — ending balance	$	2,311		$	1,141

See Notes to Financial Statements.

3

ENERGY FUTURE HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2013			December 31, 2012
	(millions of dollars)
ASSETS
Current assets:
Cash and cash equivalents	$	2,311		$	1,913
Restricted cash (Note 13)	4			680
Trade accounts receivable — net (includes $373 and $445 in pledged amounts related to a VIE (Notes 2 and 4))	569			718
Inventories (Note 13)	408			393
Commodity and other derivative contractual assets (Note 9)	1,328			1,595
Margin deposits related to commodity positions	127			71
Other current assets	111			143
Total current assets	4,858			5,513
Restricted cash (Note 13)	947			947
Receivable from unconsolidated subsidiary (Note 11)	825			825
Investment in unconsolidated subsidiary (Note 2)	5,886			5,850
Other investments (Note 13)	814			767
Property, plant and equipment — net (Note 13)	18,496			18,705
Goodwill (Note 3)	4,952			4,952
Identifiable intangible assets — net (Note 3)	1,735			1,755
Commodity and other derivative contractual assets (Note 9)	424			586
Other noncurrent assets, primarily unamortized debt amendment and issuance costs	1,168			1,070
Total assets	$	40,105		$	40,970
LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings (includes $89 and $82 related to a VIE (Notes 2 and 5))	$	2,143		$	2,136
Long-term debt due currently (Note 5)	90			103
Trade accounts payable	411			394
Net payables due to unconsolidated subsidiary (Note 11)	75			19
Commodity and other derivative contractual liabilities (Note 9)	1,107			1,044
Margin deposits related to commodity positions	457			600
Accumulated deferred income taxes	43			48
Accrued interest	721			571
Other current liabilities	360			353
Total current liabilities	5,407			5,268
Accumulated deferred income taxes	3,213			2,828
Commodity and other derivative contractual liabilities (Note 9)	1,407			1,556
Long-term debt, less amounts due currently (Note 5)	38,006			37,815
Other noncurrent liabilities and deferred credits (Note 13)	3,560			4,426
Total liabilities	51,593			51,893
Commitments and Contingencies (Note 6)
Equity (Note 7):
EFH Corp. shareholders' equity	(11,591		)	(11,025		)
Noncontrolling interests in subsidiaries	103			102
Total equity	(11,488		)	(10,923		)
Total liabilities and equity	$	40,105		$	40,970

See Notes to Financial Statements.

4

ENERGY FUTURE HOLDINGS CORP. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

References in this report to "we," "our," "us" and "the company" are to EFH Corp. and/or its subsidiaries, as apparent in the context. See "Glossary" for defined terms.

EFH Corp., a Texas corporation, is a Dallas-based holding company that conducts its operations principally through its TCEH and Oncor subsidiaries. EFH Corp. is a subsidiary of Texas Holdings, which is controlled by the Sponsor Group. EFCH is a holding company and a wholly-owned subsidiary of EFH Corp., and TCEH is a wholly-owned subsidiary of EFCH. TCEH is a holding company for subsidiaries engaged in competitive electricity market activities largely in Texas, including electricity generation, wholesale energy sales and purchases, commodity risk management and trading activities, and retail electricity sales. EFIH is a holding company and a wholly-owned subsidiary of EFH Corp. Oncor Holdings, a holding company and a wholly-owned subsidiary of EFIH, holds an approximate 80% equity interest in Oncor. Oncor is engaged in regulated electricity transmission and distribution operations in Texas. Oncor provides distribution services to REPs, including subsidiaries of TCEH, which sell electricity to residential, business and other consumers. Oncor (and its majority owner, Oncor Holdings) are not consolidated in EFH Corp.'s financial statements in accordance with consolidation accounting standards related to variable interest entities (VIEs) (see Note 2).

TCEH operates largely in the ERCOT market, and wholesale electricity prices in that market have generally moved with the price of natural gas. Wholesale electricity prices have significant implications to its profitability and cash flows and, accordingly, the value of its business.

Various "ring-fencing" measures have been taken to enhance the credit quality of Oncor. Such measures include, among other things: the sale of a 19.75% equity interest in Oncor to Texas Transmission in November 2008; maintenance of separate books and records for the Oncor Ring-Fenced Entities; Oncor's board of directors being comprised of a majority of independent directors, and prohibitions on the Oncor Ring-Fenced Entities providing credit support to, or receiving credit support from, any member of the Texas Holdings Group. The assets and liabilities of the Oncor Ring-Fenced Entities are separate and distinct from those of the Texas Holdings Group, and none of the assets of the Oncor Ring-Fenced Entities are available to satisfy the debt or contractual obligations of any member of the Texas Holdings Group. Moreover, Oncor's operations are conducted, and its cash flows managed, independently from the Texas Holdings Group.

We have two reportable segments: the Competitive Electric segment, consisting largely of TCEH, and the Regulated Delivery segment, consisting largely of our investment in Oncor. See Note 12 for further information concerning reportable business segments.

Liquidity Considerations

EFH Corp.'s competitive business has been and is expected to continue to be adversely affected by the sustained decline in natural gas prices and its effect on wholesale and retail electricity prices in ERCOT. Further, the remaining natural gas hedges that TCEH entered into when forward market prices of natural gas were significantly higher than current prices will mature in 2013 and 2014. These market conditions challenge the long-term profitability and operating cash flows of EFH Corp.'s competitive businesses and the ability to support their significant interest payments and debt maturities, and could adversely impact their ability to obtain additional liquidity and service, refinance and/or extend the maturities of their outstanding debt.

Note 5 provides the details of EFH Corp.'s and its consolidated subsidiaries' short-term borrowings and long-term debt, including principal amounts and maturity dates, as well as details of recent debt activity, including the three-year extension of the portion of the TCEH Revolving Credit Facility that would have expired in 2013. At March 31, 2013, TCEH had $1.7 billion of cash and cash equivalents and $212 million of available capacity under its letter of credit facility. Based on the current forecast of cash from operating activities, which reflects current forward market electricity prices, projected capital expenditures and other cash flows, we expect that TCEH will have sufficient liquidity to meets its obligations until October 2014, at which time a total of $3.8 billion of the TCEH Term Loan Facilities matures. TCEH's ability to satisfy this obligation is dependent upon the implementation of one or more of the actions described immediately below.

5

EFH Corp. and its subsidiaries (other than Oncor Holdings and its subsidiaries) continue to consider and evaluate possible transactions and initiatives to address their highly leveraged balance sheets and significant cash interest requirements and will likely from time to time enter into discussions with their lenders and bondholders with respect to such transactions and initiatives. These transactions and initiatives may include, among others, debt for debt exchanges, recapitalizations, amendments to and extensions of debt obligations and debt for equity exchanges or conversions, including exchanges or conversions of debt of EFH Corp., EFIH, EFCH and TCEH into equity of EFH Corp., EFIH, EFCH, TCEH and/or any of their subsidiaries. These actions could result in holders of EFH Corp., EFIH and TCEH debt instruments not recovering the full principal amount of those obligations.

Discussions with Creditors

We recently engaged in discussions with certain unaffiliated holders of first lien senior secured claims against EFCH, TCEH and certain of TCEH's subsidiaries (the Creditors) with respect to our capital structure, including the possibility of a restructuring transaction. During the discussions, proposed changes to our capital structure were presented to the Creditors. The proposed changes included a consensual restructuring of TCEH's debt under which EFCH, TCEH, and certain of TCEH's subsidiaries would implement a prepackaged plan of reorganization by commencing voluntary cases under Chapter 11 of the United States Bankruptcy Code. Under this proposed plan, the TCEH first lien creditors would exchange their claims for a combination of EFH Corp. equity and cash or new long-term debt of TCEH, and the Sponsors would continue to hold an equity investment in EFH Corp. The Sponsors communicated a willingness to contribute new equity capital to EFH Corp. to facilitate implementation of the proposed plan in an amount that would provide substantial additional liquidity to EFH Corp. and EFIH, provided that in such circumstances the Sponsors would receive additional equity of EFH Corp. Following implementation of the proposed plan, EFH Corp. would continue to hold all of the equity interests in EFCH and EFIH, EFCH would continue to hold all of the equity interests in TCEH, and EFIH would continue to hold all of the equity interests in Oncor Holdings. We and the Creditors have not reached agreement on the terms of any change in our capital structure and are currently not engaged in ongoing negotiations. We will continue to consider and evaluate a range of future changes to our capital structure, in addition to the proposed changes described above. In addition, we and the Sponsors may engage from time to time in additional discussions, which may include proposed changes to our capital structure, with the Creditors, other creditors and their professional advisors.

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with US GAAP and on the same basis as the audited financial statements included in our 2012 Form 10-K. Investments in unconsolidated subsidiaries, which are 50% or less owned and/or do not meet accounting standards criteria for consolidation, are accounted for under the equity method (see Note 2). Adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations and financial position have been included therein. All intercompany items and transactions have been eliminated in consolidation. Any acquisitions of outstanding debt for cash, including notes that had been issued in lieu of cash interest, are presented in the financing activities section of the statement of cash flows. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with US GAAP have been omitted pursuant to the rules and regulations of the SEC. Because the condensed consolidated interim financial statements do not include all of the information and footnotes required by US GAAP, they should be read in conjunction with the audited financial statements and related notes included in our 2012 Form 10-K. The results of operations for an interim period may not give a true indication of results for a full year. All dollar amounts in the financial statements and tables in the notes are stated in millions of US dollars unless otherwise indicated.

Use of Estimates

Preparation of financial statements requires estimates and assumptions about future events that affect the reporting of assets and liabilities at the balance sheet dates and the reported amounts of revenue and expense, including fair value measurements. In the event estimates and/or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information.

6

2. VARIABLE INTEREST ENTITIES

A variable interest entity (VIE) is an entity with which we have a relationship or arrangement that indicates some level of control over the entity or results in economic risks to us. Accounting standards require consolidation of a VIE if we have (a) the power to direct the significant activities of the VIE and (b) the right or obligation to absorb profit and loss from the VIE (primary beneficiary). In determining the appropriateness of consolidation of a VIE, we evaluate its purpose, governance structure, decision making processes and risks that are passed on to its interest holders. We also examine the nature of any related party relationships among the interest holders of the VIE and the nature of any special rights granted to the interest holders of the VIE.

As discussed below, our balance sheet includes assets and liabilities of VIEs that meet the consolidation standards. Oncor Holdings, an indirect wholly-owned subsidiary of EFH Corp. that holds an approximate 80% interest in Oncor, is not consolidated in EFH Corp.'s financial statements, and instead is accounted for as an equity method investment, because the structural and operational "ring-fencing" measures discussed in Note 1 prevent us from having power to direct the significant activities of Oncor Holdings or Oncor. In accordance with accounting standards, we account for our investment in Oncor Holdings under the equity method, as opposed to the cost method, based on our level of influence over its activities. The maximum exposure to loss from our interests in VIEs does not exceed our carrying value. See below for additional information about our equity method investment in Oncor Holdings. There are no other material investments accounted for under the equity or cost method.

Consolidated VIEs

See discussion in Note 4 regarding the VIE related to our accounts receivable securitization program that is consolidated under the accounting standards.

We also consolidate Comanche Peak Nuclear Power Company LLC (CPNPC), which was formed by subsidiaries of TCEH and Mitsubishi Heavy Industries Ltd. (MHI) for the purpose of developing two new nuclear generation units at our existing Comanche Peak nuclear-fueled generation facility using MHI's US-Advanced Pressurized Water Reactor technology and to obtain a combined operating license from the NRC. CPNPC is currently financed through capital contributions from the subsidiaries of TCEH and MHI that hold 88% and 12% of CPNPC's equity interests, respectively (see Note 7).

The carrying amounts and classifications of the assets and liabilities related to our consolidated VIEs are as follows:

Assets:	March 31, 2013		December 31, 2012		Liabilities:	March 31, 2013		December 31, 2012
Cash and cash equivalents	$	80	$	43	Short-term borrowings	$	89	$	82
Accounts receivable	373		445		Trade accounts payable	1		1
Property, plant and equipment	136		134		Other current liabilities	9		7
Other assets, including $3 million and $12 million of current assets	11		16
Total assets	$	600	$	638	Total liabilities	$	99	$	90

The assets of our consolidated VIEs can only be used to settle the obligations of the VIE, and the creditors of our consolidated VIEs do not have recourse to our assets to settle the obligations of the VIE.

Non-Consolidation of Oncor Holdings

Our investment in unconsolidated subsidiary as presented in the balance sheet totaled $5.886 billion and $5.850 billion at March 31, 2013 and December 31, 2012, respectively, and consists almost entirely of our interest in Oncor Holdings (100% owned), which we account for under the equity method as described above. Oncor provides services, principally electricity distribution, to TCEH's retail operations, and the related revenues represented 28% and 29% of Oncor Holdings' consolidated operating revenues for the three months ended March 31, 2013 and 2012, respectively.

See Note 11 for discussion of Oncor Holdings' and Oncor's transactions with EFH Corp. and its other subsidiaries.

7

Distributions from Oncor Holdings —Oncor Holdings' distributions of earnings to us totaled $31 million and $36 million for the three months ended March 31, 2013 and 2012, respectively. Distributions may not be paid except to the extent Oncor maintains a required regulatory capital structure, as discussed below. At March 31, 2013, $196 million was eligible to be distributed to Oncor's members after taking into account the regulatory capital structure limit, of which approximately 80% relates to our ownership interest in Oncor. The boards of directors of each of Oncor and Oncor Holdings can withhold distributions to the extent the applicable board determines in good faith that it is necessary to retain such amounts to meet expected future requirements of Oncor and/or Oncor Holdings.

Oncor's distributions are limited by its regulatory capital structure, which is required to be at or below the assumed debt-to-equity ratio established periodically by the PUCT for ratemaking purposes, which is currently set at 60% debt to 40% equity. At March 31, 2013, Oncor's regulatory capitalization ratio was 58.6% debt and 41.4% equity. The PUCT has the authority to determine what types of debt and equity are included in a utility's debt-to-equity ratio. For purposes of this ratio, debt is calculated as long-term debt plus unamortized gains on reacquired debt less unamortized issuance expenses, premiums and losses on reacquired debt. The debt calculation excludes bonds issued by Oncor Electric Delivery Transition Bond Company, which were issued in 2003 and 2004 to recover specific generation-related regulatory asset stranded and other qualified costs. Equity is calculated as membership interests determined in accordance with US GAAP, excluding the effects of accounting for the Merger (which included recording the initial goodwill and fair value adjustments and the subsequent related impairments and amortization).

In addition to distributions of earnings, under a tax sharing agreement we received income tax payments from Oncor and Oncor Holdings totaling $9 million for the three months ended March 31, 2013. We received no payments from Oncor or Oncor Holdings for the three months ended March 31, 2012 (see Note 11).

Oncor Holdings Financial Statements—Condensed statements of consolidated income of Oncor Holdings and its subsidiaries for the three months ended March 31, 2013 and 2012 are presented below:

	Three Months Ended March 31,
	2013			2012
Operating revenues	$	817		$	783
Operation and maintenance expenses	(298		)	(296		)
Depreciation and amortization	(199		)	(184		)
Taxes other than income taxes	(102		)	(102		)
Other income	5			7
Other deductions	(4		)	(1		)
Interest income	1			8
Interest expense and related charges	(94		)	(91		)
Income before income taxes	126			124
Income tax expense	(41		)	(52		)
Net income	85			72
Net income attributable to noncontrolling interests	(18		)	(15		)
Net income attributable to Oncor Holdings	$	67		$	57

8

Assets and liabilities of Oncor Holdings at March 31, 2013 and December 31, 2012 are presented below:

	March 31, 2013		December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	21	$	45
Restricted cash	55		55
Trade accounts receivable — net	352		338
Trade accounts and other receivables from affiliates	121		53
Inventories	68		73
Accumulated deferred income taxes	48		26
Prepayments and other current assets	85		82
Total current assets	750		672
Restricted cash	16		16
Other investments	84		83
Property, plant and equipment — net	11,504		11,318
Goodwill	4,064		4,064
Regulatory assets — net	1,714		1,788
Other noncurrent assets	80		78
Total assets	$	18,212	$	18,019
LIABILITIES
Current liabilities:
Short-term borrowings	$	977	$	735
Long-term debt due currently	126		125
Trade accounts payable — nonaffiliates	92		121
Income taxes payable to EFH Corp.	45		34
Accrued taxes other than income	61		153
Accrued interest	89		95
Other current liabilities	101		110
Total current liabilities	1,491		1,373
Accumulated deferred income taxes	1,826		1,736
Investment tax credits	23		24
Long-term debt, less amounts due currently	5,374		5,400
Other noncurrent liabilities and deferred credits	1,943		1,999
Total liabilities	$	10,657	$	10,532

3. GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS

Goodwill

The following table provides information regarding our goodwill balance, all of which relates to the Competitive Electric segment. There were no changes to the goodwill balance for the three months ended March 31, 2013. None of the goodwill is being deducted for tax purposes.

Goodwill before impairment charges	$	18,342
Accumulated impairment charges	(13,390		)
Balance at March 31, 2013 and December 31, 2012	$	4,952

In the first quarter 2013, we finalized the fair value calculations supporting the $1.2 billion noncash goodwill impairment charge related to the Competitive Electric segment that was recorded in the fourth quarter 2012. No additional impairment was recorded.

9

Identifiable Intangible Assets

Identifiable intangible assets reported in the balance sheet are comprised of the following:

	March 31, 2013						December 31, 2012
Identifiable Intangible Asset	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Retail customer relationship	$	463	$	384	$	79	$	463	$	378	$	85
Favorable purchase and sales contracts	552		320		232		552		314		238
Capitalized in-service software	349		176		173		356		174		182
Environmental allowances and credits	596		396		200		594		393		201
Mining development costs	173		90		83		163		82		81
Total intangible assets subject to amortization	$	2,133	$	1,366	767		$	2,128	$	1,341	787
Retail trade name (not subject to amortization)					955						955
Mineral interests (not currently subject to amortization)					13						13
Total intangible assets					$	1,735					$	1,755

Amortization expense related to intangible assets (including income statement line item) consisted of:

Identifiable Intangible Asset	Income Statement Line	Segment	Three Months Ended March 31,
			2013		2012
Retail customer relationship	Depreciation and amortization	Competitive Electric	$	6	$	9
Favorable purchase and sales contracts	Operating revenues/fuel, purchased power costs and delivery fees	Competitive Electric	6		8
Capitalized in-service software	Depreciation and amortization	All	10		8
Environmental allowances and credits	Fuel, purchased power costs and delivery fees	Competitive Electric	3		5
Mining development costs	Depreciation and amortization	Competitive Electric	8		6
Total amortization expense			$	33	$	36

Estimated Amortization of Intangible Assets– The estimated aggregate amortization expense of intangible assets for each of the next five fiscal years is as follows:

Year	Estimated Amortization Expense
2013	$	136
2014	$	119
2015	$	108
2016	$	88
2017	$	68

10

4. TRADE ACCOUNTS RECEIVABLE AND ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM

In November 2012, TCEH entered into a new accounts receivable securitization program, and EFH Corp. terminated the previous program. Upon termination of the program, TXU Energy repurchased receivables previously sold and then sold them to TXU Energy Receivables Company, a new entity that is described below. Except as noted below, the new program is substantially the same as the terminated program.

Under the program, TXU Energy (originator) sells all of its trade accounts receivable to TXU Energy Receivables Company, which is an entity created for the special purpose of purchasing receivables from the originator and is a consolidated, wholly-owned, bankruptcy-remote subsidiary of TCEH. TXU Energy Receivables Company borrows funds from a financial institution using the accounts receivable as collateral.

The trade accounts receivable amounts under the program are reported in the financial statements as pledged balances, and the related funding amounts are reported as short-term borrowings.

The maximum funding amount currently available under the program is $200 million, which approximates the expected usage and applies only to receivables related to non-executory retail sales contracts. Program funding increased to $89 million at March 31, 2013 from $82 million at December 31, 2012. Because TCEH's credit ratings were lower than Ba3/BB-, under the terms of the program available funding is reduced by the amount of customer deposits held by the originator, which totaled $35 million at March 31, 2013.

TXU Energy Receivables Company issues a subordinated note payable to the originator in an amount equal to the difference between the face amount of the accounts receivable purchased, less a discount, and cash paid to the originator. Because the subordinated note is limited to 25% of the uncollected accounts receivable purchased, and the amount of borrowings is limited by terms of the financing agreement, any additional funding to purchase the receivables is sourced from cash on hand and/or capital contributions from TCEH. Under the program, the subordinated note issued by TXU Energy Receivables Company is subordinated to the security interests of the financial institution. The balance of the subordinated note payable, which is eliminated in consolidation, totaled $44 million and $97 million at March 31, 2013 and December 31, 2012, respectively.

All new trade receivables under the program generated by the originator are continuously purchased by TXU Energy Receivables Company with the proceeds from collections of receivables previously purchased and, as necessary, increased borrowings or funding sources as described immediately above. Changes in the amount of borrowings by TXU Energy Receivables Company reflect seasonal variations in the level of accounts receivable, changes in collection trends and other factors such as changes in sales prices and volumes.

The discount from face amount on the purchase of receivables from the originator principally funds program fees paid to the financial institution. The program fees consist primarily of interest costs on the underlying financing and are reported as interest expense and related charges. The discount also funds a servicing fee, which is reported as SG&A expense, paid by TXU Energy Receivables Company to TXU Energy, which provides recordkeeping services and is the collection agent under the program.

Program fee amounts were as follows:

	Three Months Ended March 31,
	2013			2012
Program fees	$	2		$	2
Program fees as a percentage of average funding (annualized)	6.0		%	7.1		%

11

Activities of TXU Energy Receivables Company and TXU Receivables Company were as follows:

	Three Months Ended March 31,
	2013			2012
Cash collections on accounts receivable	$	980		$	1,100
Face amount of new receivables purchased	(909		)	(956		)
Discount from face amount of purchased receivables	9			3
Program fees paid to financial institution	(2		)	(2		)
Servicing fees paid for recordkeeping and collection services	—			(1		)
Decrease in subordinated notes payable	(52		)	(133		)
(Increase) decrease in cash held	(33		)	—
Cash flows (provided to) used by originator under the program	$	(7	)	$	11

The program expires in November 2015, provided that the expiration date will change to June 2014 if at that time more than $500 million aggregate principal amount of the term loans and deposit letter of credit loans under the TCEH Senior Secured Facilities maturing prior to October 2017 remain outstanding. The program is subject to the same financial maintenance covenant as the TCEH Senior Credit Facilities as discussed in Note 5. The program may be terminated upon the occurrence of a number of specified events, including if the delinquency ratio (delinquent for 31 days) for the sold receivables, the default ratio (delinquent for 91 days or deemed uncollectible), the dilution ratio (reductions for discounts, disputes and other allowances) or the days outstanding ratio exceed stated thresholds, unless the financial institution waives such events of termination. The thresholds apply to the entire portfolio of sold receivables. In addition, the program may be terminated if TXU Energy Receivables Company defaults in any payment with respect to debt in excess of $50,000 in the aggregate, or if EFH Corp., TCEH, any affiliate of TCEH acting as collection agent, any parent guarantor of the originator or the originator defaults in any payment with respect to debt (other than hedging obligations) in excess of $200 million in the aggregate for such entities. At March 31, 2013, there were no such events of termination.

If the program was terminated, TCEH's liquidity would be reduced because collections of sold receivables would be used by TXU Energy Receivables Company to repay borrowings from the financial institution instead of purchasing new receivables. We expect that the level of cash flows would normalize in approximately 10 to 24 days following termination.

Trade Accounts Receivable

	March 31, 2013			December 31, 2012
Wholesale and retail trade accounts receivable, including $383 and $454 in pledged retail receivables	$	579		$	727
Allowance for uncollectible accounts	(10		)	(9		)
Trade accounts receivable — reported in balance sheet	$	569		$	718

Gross trade accounts receivable at March 31, 2013 and December 31, 2012 included unbilled revenues of $200 million and $260 million, respectively.

Allowance for Uncollectible Accounts Receivable

	Three Months Ended March 31,
	2013			2012
Allowance for uncollectible accounts receivable at beginning of period	$	9		$	27
Increase for bad debt expense	6			5
Decrease for account write-offs	(5		)	(12		)
Allowance for uncollectible accounts receivable at end of period	$	10		$	20

12

5. SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Short-Term Borrowings

At March 31, 2013, outstanding short-term borrowings totaled $2.143 billion, which included $2.054 billion under the TCEH Revolving Credit Facility at a weighted average interest rate of 4.70%, excluding customary fees, and $89 million under the accounts receivable securitization program discussed in Note 4.

At December 31, 2012, outstanding short-term borrowings totaled $2.136 billion, which included $2.054 billion under the TCEH Revolving Credit Facility at a weighted average interest rate of 4.40%, excluding customary fees, and $82 million under the accounts receivable securitization program.

Credit Facilities

Credit facilities and related cash borrowings at March 31, 2013 are presented below. Available letter of credit capacity totaled $212 million at March 31, 2013 as discussed below. The facilities are all senior secured facilities of TCEH.

		March 31, 2013
Facility	Maturity Date	Facility Limit		Letters of Credit		Cash Borrowings		Availability
TCEH Revolving Credit Facility (a)	October 2016	$	2,054	$	—	$	2,054	$	—
TCEH Letter of Credit Facility (b)	October 2017 (b)	1,062		—		1,062		—
Total TCEH		$	3,116	$	—	$	3,116	$	—

___________

(a) Facility used for borrowings for general corporate purposes. Borrowings are classified as short-term borrowings. At March 31, 2013, borrowings under the facility bear interest at LIBOR plus 4.50%, and a commitment fee is payable quarterly in arrears at a rate per annum equal to 1.00% of the average daily unused portion of the facility. In January 2013, commitments previously maturing in 2013 were extended to 2016 as discussed below.

(b) Facility, $42 million of which matures in October 2014, used for issuing letters of credit for general corporate purposes, including, but not limited to, providing collateral support under hedging arrangements and other commodity transactions that are not secured by a first-lien interest in the assets of TCEH. The borrowings under this facility have been recorded by TCEH as restricted cash that supports issuances of letters of credit and are classified as long-term debt. At March 31, 2013, the restricted cash totaled $947 million, after reduction for a $115 million letter of credit drawn in 2009 related to an office building financing. At March 31, 2013, the restricted cash supports $735 million in letters of credit outstanding, leaving $212 million in available letter of credit capacity.

Amendment and Extension of TCEH Revolving Credit Facility — In January 2013, the Credit Agreement governing the TCEH Senior Secured Facilities was amended to extend the maturity date of the $645 million of commitments maturing in October 2013 to October 2016, bringing the maturity date of all commitments under the TCEH Revolving Credit Facility totaling $2.054 billion to October 2016. The extended commitments have the same terms and conditions as the existing commitments expiring in October 2016 under the Credit Agreement. Fees in consideration for the extension were settled through the incurrence of $340 million principal amount of incremental term loans under the TCEH Term Loan Facilities maturing in October 2017. In connection with the extension request, TCEH eliminated its ability to draw letters of credit under the TCEH Revolving Credit Facility. At the date of the extension, there were no outstanding letters of credit under the TCEH Revolving Credit Facility.

13

Long-Term Debt

At March 31, 2013 and December 31, 2012, long-term debt consisted of the following:

	March 31, 2013			December 31, 2012
EFH Corp. (parent entity)
9.75% Fixed Senior Notes due October 15, 2019	$	2		$	115
10% Fixed Senior Notes due January 15, 2020	3			1,061
10.875% Fixed Senior Notes due November 1, 2017 (a)	33			64
11.25 / 12.00% Senior Toggle Notes due November 1, 2017 (a)	27			60
5.55% Fixed Series P Senior Notes due November 15, 2014 (a)	90			92
6.50% Fixed Series Q Senior Notes due November 15, 2024 (a)	201			230
6.55% Fixed Series R Senior Notes due November 15, 2034 (a)	291			291
8.82% Building Financing due semiannually through February 11, 2022 (b)	50			53
Unamortized fair value premium related to Building Financing (b)(c)	10			11
Unamortized fair value discount (c)	(128		)	(137		)
Total EFH Corp.	579			1,840
EFIH
6.875% Fixed Senior Secured First Lien Notes due August 15, 2017	503			503
10% Fixed Senior Secured First Lien Notes due December 1, 2020	3,482			2,180
11% Fixed Senior Secured Second Lien Notes due October 1, 2021	406			406
11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022	1,750			1,750
11.25% / 12.25% Senior Toggle Notes due December 1, 2018	1,393			1,304
9.75% Fixed Senior Notes due October 15, 2019	2			141
Unamortized premium	344			351
Unamortized discount	(154		)	(131		)
Total EFIH	7,726			6,504
EFCH
9.58% Fixed Notes due in annual installments through December 4, 2019 (d)	35			35
8.254% Fixed Notes due in quarterly installments through December 31, 2021 (d)	38			39
1.099% Floating Rate Junior Subordinated Debentures, Series D due January 30, 2037 (e)	1			1
8.175% Fixed Junior Subordinated Debentures, Series E due January 30, 2037	8			8
Unamortized fair value discount (c)	(7		)	(7		)
Total EFCH	75			76
TCEH
Senior Secured Facilities:
3.733% TCEH Term Loan Facilities maturing October 10, 2014 (e)(f)	3,809			3,809
3.704% TCEH Letter of Credit Facility maturing October 10, 2014 (e)	42			42
4.732% TCEH Term Loan Facilities maturing October 10, 2017 (a)(e)(f)	15,691			15,351
4.704% TCEH Letter of Credit Facility maturing October 10, 2017 (e)	1,020			1,020
11.5% Fixed Senior Secured Notes due October 1, 2020	1,750			1,750
15% Fixed Senior Secured Second Lien Notes due April 1, 2021	336			336
15% Fixed Senior Secured Second Lien Notes due April 1, 2021, Series B	1,235			1,235
10.25% Fixed Senior Notes due November 1, 2015 (a)	1,833			1,833
10.25% Fixed Senior Notes due November 1, 2015, Series B (a)	1,292			1,292
10.50 / 11.25% Senior Toggle Notes due November 1, 2016	1,749			1,749

14

	March 31, 2013			December 31, 2012
Pollution Control Revenue Bonds:
Brazos River Authority:
5.40% Fixed Series 1994A due May 1, 2029	39			39
7.70% Fixed Series 1999A due April 1, 2033	111			111
6.75% Fixed Series 1999B due September 1, 2034, remarketing date April 1, 2013 (g)	16			16
7.70% Fixed Series 1999C due March 1, 2032	50			50
8.25% Fixed Series 2001A due October 1, 2030	71			71
8.25% Fixed Series 2001D-1 due May 1, 2033	171			171
0.134% Floating Series 2001D-2 due May 1, 2033 (h)	97			97
0.320% Floating Taxable Series 2001I due December 1, 2036 (i)	62			62
0.134% Floating Series 2002A due May 1, 2037 (h)	45			45
6.75% Fixed Series 2003A due April 1, 2038, remarketing date April 1, 2013 (g)	44			44
6.30% Fixed Series 2003B due July 1, 2032	39			39
6.75% Fixed Series 2003C due October 1, 2038	52			52
5.40% Fixed Series 2003D due October 1, 2029, remarketing date October 1, 2014 (g)	31			31
5.00% Fixed Series 2006 due March 1, 2041	100			100
Sabine River Authority of Texas:
6.45% Fixed Series 2000A due June 1, 2021	51			51
5.20% Fixed Series 2001C due May 1, 2028	70			70
5.80% Fixed Series 2003A due July 1, 2022	12			12
6.15% Fixed Series 2003B due August 1, 2022	45			45
Trinity River Authority of Texas:
6.25% Fixed Series 2000A due May 1, 2028	14			14
Unamortized fair value discount related to pollution control revenue bonds (c)	(110		)	(112		)
Other:
7.46% Fixed Secured Facility Bonds with amortizing payments through January 2015	4			12
7% Fixed Senior Notes due March 15, 2013	—			5
Capital leases	62			64
Other	3			3
Unamortized discount	(119		)	(10		)
Unamortized fair value discount (c)	(1		)	(1		)
Total TCEH	29,716			29,498
Total EFH Corp. consolidated	38,096			37,918
Less amount due currently	(90		)	(103		)
Total long-term debt	$	38,006		$	37,815

___________

(a) Excludes the following debt held by EFIH or EFH Corp. (parent entity) and eliminated in consolidation:

	March 31, 2013		December 31, 2012
EFH Corp. 10.875% Fixed Senior Notes due November 1, 2017	$	—	$	1,685
EFH Corp. 11.25 / 12.00% Senior Toggle Notes due November 1, 2017	—		3,441
EFH Corp. 5.55% Fixed Series P Senior Notes due November 15, 2014	281		279
EFH Corp. 6.50% Fixed Series Q Senior Notes due November 15, 2024	545		516
EFH Corp. 6.55% Fixed Series R Senior Notes due November 15, 2034	456		456
TCEH 4.732% Term Loan Facilities maturing October 10, 2017	19		19
TCEH 10.25% Fixed Senior Notes due November 1, 2015	213		213
TCEH 10.25% Fixed Senior Notes due November 1, 2015, Series B	150		150
Total	$	1,664	$	6,759

15

(b) This financing is the obligation of a subsidiary of EFH Corp. and will be serviced with cash drawn by the beneficiary of a letter of credit that was previously issued to secure the obligation.

(c) Amount represents unamortized fair value adjustments recorded under purchase accounting.

(d) EFCH's obligations with respect to these financings are guaranteed by EFH Corp. and secured on a first-priority basis by, among other things, an undivided interest in the Comanche Peak nuclear generation facility.

(e) Interest rates in effect at March 31, 2013.

(f) Interest rate swapped to fixed on $18.265 billion principal amount of maturities through October 2014 and up to an aggregate $12.6 billion principal amount from October 2014 through October 2017.

(g) These series are in the multiannual interest rate mode and are subject to mandatory tender prior to maturity on the mandatory remarketing date. On such date, the interest rate and interest rate period will be reset for the bonds.

(h) Interest rates in effect at March 31, 2013. These series are in a daily interest rate mode and are classified as long-term as they are supported by long-term irrevocable letters of credit.

(i) Interest rate in effect at March 31, 2013. This series is in a weekly interest rate mode and is classified as long-term as it is supported by long-term irrevocable letters of credit.

Debt Amounts Due Currently

Amounts due currently (within twelve months) at March 31, 2013 total $90 million and consist of $60 million principal amount of TCEH pollution control revenue bonds (PCRBs) subject to mandatory tender and remarketing in April 2013, which we repurchased in April 2013, and $30 million of scheduled installment payments on capital leases and debt securities.

Debt Related Activity in 2013

Principal amounts of long-term debt issued in the three months ended March 31, 2013 totaled $1.731 billion and consisted of $340 million principal amount of incremental term loans under the TCEH Term Loan Facilities discussed in “Amendment and Extension of TCEH Revolving Credit Facility” above and $1.302 billion of EFIH 10% Notes and $89 million of EFIH Toggle Notes issued in exchanges discussed below.

Repayments of long-term debt in the three months ended March 31, 2013 totaled $16 million and consisted of $14 million of payments of principal at scheduled maturity dates and $2 million of contractual payments under capital leases.

In April 2013, TCEH acquired for $40 million in cash the owner participant interest in a trust established to lease natural gas-fueled combustion turbines to TCEH. The interest in the trust was held by an unaffiliated party. The trust is a VIE, and in accordance with accounting standards, the trust will be consolidated in the second quarter 2013, with the trust's combustion turbine assets and related debt being recorded at estimated fair values. At March 31, 2013, the principal amount of the trust's debt totaled $45 million.

Issuance of EFIH 10% Notes and EFIH Toggle Notes in Exchange for EFH Corp. and EFIH Debt —In exchanges in January 2013, EFIH and EFIH Finance issued $1.302 billion principal amount of EFIH 10% Senior Secured Notes due 2020 (New EFIH 10% Notes) in exchange for $1.310 billion total principal amount of EFH Corp. and EFIH senior secured notes consisting of: (i) $113 million principal amount of EFH Corp. 9.75% Senior Secured Notes due 2019 (EFH Corp. 9.75% Notes), (ii) $1.058 billion principal amount of EFH Corp. 10% Senior Secured Notes due 2020 (EFH Corp. 10% Notes), and (iii) $139 million principal amount of EFIH 9.75% Senior Secured Notes due 2019 (EFIH 9.75% Notes). The New EFIH 10% Notes have terms and conditions substantially the same as the existing EFIH 10% Notes discussed below. EFIH cancelled the EFIH notes it received in the exchanges.

In connection with these debt exchange transactions, EFH Corp. received the requisite consents from holders of the EFH Corp. 9.75% Notes and EFH Corp. 10% Notes and EFIH received the requisite consents from holders of the EFIH 9.75% Notes to certain amendments to the respective indentures governing such notes. These amendments, among other things, (i) eliminated EFIH's pledge of its 100% ownership of the membership interests it owns in Oncor Holdings as collateral for the EFIH 9.75% Notes, (ii) made EFCH and EFIH unrestricted subsidiaries under the EFH Corp. 9.75% Notes and EFH Corp. 10% Notes, thereby eliminating EFCH's unsecured and EFIH's secured guarantees of the notes, (iii) eliminated substantially all of the restrictive covenants in the indentures and (iv) eliminated certain events of default, modified covenants regarding mergers and consolidations and modified or eliminated certain other provisions in these indentures.

16

In additional exchanges in January 2013, EFIH and EFIH Finance issued $89 million principal amount of additional 11.25%/12.25% Toggle Notes due 2018 (EFIH Toggle Notes) in exchange for $95 million total principal amount of EFH Corp. senior notes consisting of: (i) $31 million principal amount of EFH Corp. 10.875% Senior Notes due 2017 (EFH Corp. 10.875% Notes), (ii) $33 million principal amount of EFH Corp. 11.25%/12.00% Senior Toggle Notes due 2017 (EFH Corp. Toggle Notes), (iii) $2 million principal amount of EFH Corp. 5.55% Series P Notes due 2014 (EFH Corp. 5.55% Notes) and (iv) $29 million principal amount of EFH Corp. 6.50% Series Q Notes due 2024 (EFH Corp. 6.50% Notes). The additional EFIH Toggle Notes have the same terms and conditions as the existing EFIH Toggle Notes discussed below.

In the first quarter 2013, EFIH distributed $6.360 billion principal amount of EFH Corp. debt that it previously received in debt exchanges, including $1.641 billion received in December 2012 and January 2013, as a dividend to EFH Corp., which cancelled the notes, leaving $1.361 billion principal amount of affiliate debt still held by EFIH. The dividend included $1.715 billion principal amount of EFH Corp. 10.875% Notes, $3.474 billion principal amount of EFH Corp. Toggle Notes, $1.058 billion principal amount of EFH Corp. 10% Notes and $113 million principal amount of EFH Corp. 9.75% Notes.

Accounting and Income Tax Effects of the January 2013 Debt Exchanges — In consideration of the circumstances and terms of the exchanges, accounting rules require that the net loss on the exchanges, which totaled $19 million, be deferred and amortized to interest expense over the life of the debt issued. The deferred loss is reported as debt discount associated with the EFIH 10% Notes and EFIH Toggle Notes. For federal income tax purposes, the transactions resulted in cancellation of debt income of $11 million that was offset by operating losses.

Information Regarding Other Significant Outstanding Debt

TCEH Senior Secured Facilities —Borrowings under the TCEH Senior Secured Facilities totaled $22.616 billion at March 31, 2013 and consisted of:

• $3.809 billion of TCEH Term Loan Facilities maturing in October 2014 with interest payable at LIBOR plus 3.50%;

• $15.691 billion of TCEH Term Loan Facilities maturing in October 2017 with interest payable at LIBOR plus 4.50%;

• $42 million of cash borrowed under the TCEH Letter of Credit Facility maturing in October 2014 with interest payable at LIBOR plus 3.50% (see discussion under "Credit Facilities" above);

• $1.020 billion of cash borrowed under the TCEH Letter of Credit Facility maturing in October 2017 with interest payable at LIBOR plus 4.50% (see discussion under "Credit Facilities" above), and

• Amounts borrowed under the TCEH Revolving Credit Facility, which may be reborrowed from time to time until October 2016 and represent the entire amount of commitments under the facility totaling $2.054 billion at March 31, 2013. See "Credit Facilities" above for discussion regarding the maturity date extension of $645 million in commitments from 2013 to 2016.

Each of the loans described above that matures in 2016 or 2017 includes a "springing maturity" provision pursuant to which (i) in the event that more than $500 million aggregate principal amount of the TCEH 10.25% Notes due in 2015 (other than notes held by EFH Corp. or its controlled affiliates at March 31, 2011 to the extent held at the determination date as defined in the Credit Agreement) or more than $150 million aggregate principal amount of the TCEH Toggle Notes due in 2016 (other than notes held by EFH Corp. or its controlled affiliates at March 31, 2011 to the extent held at the determination date as defined in the Credit Agreement), as applicable, remain outstanding as of 91 days prior to the maturity date of the applicable notes and (ii) TCEH's total debt to Adjusted EBITDA ratio (as defined in the TCEH Senior Secured Facilities) is greater than 6.00 to 1.00 at the applicable determination date, then the maturity date of the extended loans will automatically change to 90 days prior to the maturity date of the applicable notes.

Under the terms of the TCEH Senior Secured Facilities, the commitments of the lenders to make loans to TCEH are several and not joint. Accordingly, if any lender fails to make loans to TCEH, TCEH's available liquidity could be reduced by an amount up to the aggregate amount of such lender's commitments under the TCEH Senior Secured Facilities.

The TCEH Senior Secured Facilities are fully and unconditionally guaranteed jointly and severally on a senior secured basis by EFCH, and subject to certain exceptions, each existing and future direct or indirect wholly-owned US subsidiary of TCEH. The TCEH Senior Secured Facilities, along with the TCEH Senior Secured Notes and certain commodity hedging transactions and the interest rate swaps described under "TCEH Interest Rate Swap Transactions" below, are secured on a first priority basis by (i) substantially all of the current and future assets of TCEH and TCEH's subsidiaries who are guarantors of such facilities and (ii) pledges of the capital stock of TCEH and certain current and future direct or indirect subsidiaries of TCEH.

17

TCEH 11.5% Senior Secured Notes —At March 31, 2013, the principal amount of the TCEH 11.5% Senior Secured Notes totaled $1.750 billion. The notes mature in October 2020, with interest payable in cash quarterly in arrears on January 1, April 1, July 1 and October 1, at a fixed rate of 11.5% per annum. The notes are fully and unconditionally guaranteed on a joint and several basis by EFCH and each subsidiary of TCEH that guarantees the TCEH Senior Secured Facilities (collectively, the Guarantors). The notes are secured, on a first-priority basis, by security interests in all of the assets of TCEH, and the guarantees are secured on a first-priority basis by all of the assets and equity interests held by the Guarantors, in each case, to the extent such assets and equity interests secure obligations under the TCEH Senior Secured Facilities (the TCEH Collateral), subject to certain exceptions and permitted liens.

The notes are (i) senior obligations and rank equally in right of payment with all senior indebtedness of TCEH, (ii) senior in right of payment to all existing or future unsecured and second-priority secured debt of TCEH to the extent of the value of the TCEH Collateral and (iii) senior in right of payment to any future subordinated debt of TCEH. These notes are effectively subordinated to all secured obligations of TCEH that are secured by assets other than the TCEH Collateral, to the extent of the value of the assets securing such obligations.

TCEH 15% Senior Secured Second Lien Notes(including Series B)— At March 31, 2013, the principal amount of the TCEH 15% Senior Secured Second Lien Notes totaled $1.571 billion. These notes mature in April 2021, with interest payable in cash quarterly in arrears on January 1, April 1, July 1 and October 1 at a fixed rate of 15% per annum. The notes are fully and unconditionally guaranteed on a joint and several basis by EFCH and, subject to certain exceptions, each subsidiary of TCEH that guarantees the TCEH Senior Secured Facilities. The notes are secured, on a second-priority basis, by security interests in all of the assets of TCEH, and the guarantees (other than the guarantee of EFCH) are secured on a second-priority basis by all of the assets and equity interests of all of the Guarantors other than EFCH (collectively, the Subsidiary Guarantors), in each case, to the extent such assets and security interests secure obligations under the TCEH Senior Secured Facilities on a first-priority basis, subject to certain exceptions (including the elimination of the pledge of equity interests of any Subsidiary Guarantor to the extent that separate financial statements would be required to be filed with the SEC for such Subsidiary Guarantor under Rule 3-16 of Regulation S-X) and permitted liens. The guarantee from EFCH is not secured.

The notes are senior obligations of the issuer and rank equally in right of payment with all senior indebtedness of TCEH, are senior in right of payment to all existing or future unsecured debt of TCEH to the extent of the value of the TCEH Collateral (after taking into account any first-priority liens on the TCEH Collateral) and are senior in right of payment to any future subordinated debt of TCEH. These notes are effectively subordinated to TCEH's obligations under the TCEH Senior Secured Facilities, the TCEH Senior Secured Notes and TCEH's commodity and interest rate hedges that are secured by a first-priority lien on the TCEH Collateral and any future obligations subject to first-priority liens on the TCEH Collateral, to the extent of the value of the TCEH Collateral, and to all secured obligations of TCEH that are secured by assets other than the TCEH Collateral, to the extent of the value of the assets securing such obligations.

TCEH 10.25% Senior Notes (including Series B) and 10.50/11.25% Senior Toggle Notes (collectively, the TCEH Senior Notes)— At March 31, 2013, the principal amount of the TCEH Senior Notes totaled $4.874 billion, excluding $363 million aggregate principal amount held by EFH Corp. and EFIH, and the notes are fully and unconditionally guaranteed on a joint and several unsecured basis by TCEH's direct parent, EFCH (which owns 100% of TCEH), and by each subsidiary that guarantees the TCEH Senior Secured Facilities. The TCEH 10.25% Notes mature in November 2015, with interest payable in cash semi-annually in arrears on May 1 and November 1 at a fixed rate of 10.25% per annum. The TCEH Toggle Notes mature in November 2016, with interest payable semi-annually in arrears on May 1 and November 1 at a fixed rate of 10.50% per annum for cash interest and at a fixed rate of 11.25% per annum for PIK Interest, which option expired with the November 1, 2012 interest payment.

EFIH 6.875% Senior Secured Notes — At March 31, 2013, the principal amount of the EFIH 6.875% Notes totaled $503 million. These notes mature in August 2017, with interest payable in cash semiannually in arrears on February 15 and August 15, beginning February 15, 2013, at a fixed rate of 6.875% per annum. The EFIH 6.875% Notes are secured on a first-priority basis by EFIH's pledge of its 100% ownership of the membership interests in Oncor Holdings (the EFIH Collateral) on an equal and ratable basis with the EFIH 10% Notes.

The EFIH 6.875% Notes are senior obligations of EFIH and rank equally in right of payment with all senior indebtedness of EFIH and are senior in right of payment to any future subordinated indebtedness of EFIH. The EFIH 6.875% Notes are effectively senior to all second lien and unsecured indebtedness of EFIH, to the extent of the value of the EFIH Collateral, and are effectively subordinated to any indebtedness of EFIH secured by assets of EFIH other than the EFIH Collateral, to the extent of the value of such assets. Furthermore, the EFIH 6.875% Notes are structurally subordinated to all indebtedness and other liabilities of EFIH's subsidiaries (other than EFIH Finance), including Oncor Holdings and its subsidiaries.

18

The EFIH 6.875% Notes were issued in private placements and are not registered under the Securities Act. EFIH has agreed to use its commercially reasonable efforts to register with the SEC notes having substantially identical terms as the EFIH 6.875% Notes (except for provisions relating to transfer restrictions and payment of additional interest) as part of an offer to exchange freely tradable notes for the EFIH 6.875% Notes. If an exchange offer for the notes is not completed within 365 days after the date (August 14, 2012) the initial EFIH 6.875% Notes were issued (a Registration Default), the annual interest rate on the notes will increase by 25 basis points for the first 90-day period during which a Registration Default continues, and thereafter, the annual interest rate on the notes will increase by 50 basis points for the remaining period during which the Registration Default continues. If the Registration Default is cured, the interest rate on the notes will revert to the original level.

EFIH 10% Senior Secured Notes — At March 31, 2013, the principal amount of the EFIH 10% Notes totaled $3.482 billion. The notes mature in December 2020, with interest payable in cash semiannually in arrears on June 1 and December 1 at a fixed rate of 10% per annum. The notes are secured by the EFIH Collateral on an equal and ratable basis with the EFIH 6.875% Notes.

The EFIH 10% Notes are senior obligations of EFIH and rank equally in right of payment with all existing and future senior indebtedness of EFIH, including the EFIH 6.875% Notes. The EFIH 10% Notes have substantially the same terms, covenants and events of default as the EFIH 6.875% Notes.

EFIH 11% Senior Secured Second Lien Notes — At March 31, 2013, the principal amount of the EFIH 11% Notes totaled $406 million. The notes mature in October 2021, with interest payable in cash semiannually in arrears on May 15 and November 15 at a fixed rate of 11% per annum. The EFIH 11% Notes are secured on a second-priority basis by the EFIH Collateral on an equal and ratable basis with the EFIH 11.75% Notes.

The EFIH 11% Notes are senior obligations of EFIH and EFIH Finance and rank equally in right of payment with all senior indebtedness of EFIH and are effectively senior in right of payment to all existing or future unsecured debt of EFIH to the extent of the value of the EFIH Collateral. The notes have substantially the same terms, covenants and events of default as the EFIH 11.75% Notes discussed below.

EFIH 11.75% Senior Secured Second Lien Notes —At March 31, 2013, the principal amount of the EFIH 11.75% Notes totaled $1.750 billion. These notes mature in March 2022, with interest payable in cash semiannually in arrears on March 1 and September 1 at a fixed rate of 11.75% per annum. The EFIH 11.75% Notes are secured on a second-priority basis by the EFIH Collateral on an equal and ratable basis with the EFIH 11% Notes. The EFIH 11.75% Notes have substantially the same covenants as the EFIH 11% Notes, and the holders of the EFIH 11.75% Notes will generally vote as a single class with the holders of the EFIH 11% Notes.

The EFIH 11.75% Notes were issued in private placements and are not registered under the Securities Act. EFIH has agreed to use its commercially reasonable efforts to register with the SEC notes having substantially identical terms as the EFIH 11.75% Notes (except for provisions relating to transfer restrictions and payment of additional interest) as part of an offer to exchange freely tradable notes for the EFIH 11.75% Notes. Because the exchange offer was not completed by February 5, 2013, the annual interest rate on the notes increased by25 basis points and will remain at that level until the earlier of the completion of the exchange offer or May 6, 2013. If the exchange offer is not complete by May 6, 2013, the annual interest rate on the notes will increase by an additional 25 basis points (to 12.25%) until the exchange offer is complete. Once the exchange offer is complete, the interest rate on the notes will revert to the original level.

EFIH 11.25%/12.25% Senior Toggle Notes — At March 31, 2013, the principal amount of the EFIH Toggle Notes totaled $1.393 billion. These notes mature in December 2018, with interest payable semiannually in arrears on June 1 and December 1 beginning June 1, 2013 at a fixed rate of 11.25% per annum for cash interest and 12.25% per annum for PIK Interest. For any interest period until June 1, 2016, EFIH may elect to pay interest on the Toggle Notes (i) entirely in cash; (ii) by increasing the principal amount of the notes or by issuing new EFIH Toggle Notes (PIK Interest); or (iii) 50% in cash and 50% in PIK Interest. Once EFIH makes a PIK election, the election is valid for each succeeding interest payment period until EFIH revokes the election. The interest payment due on June 1, 2013 will be paid 100% in PIK interest.

19

The EFIH Toggle Notes were issued in private placements and are not registered under the Securities Act. EFIH has agreed to use its commercially reasonable efforts to register with the SEC notes having substantially identical terms as the EFIH Toggle Notes (except for provisions relating to transfer restrictions and payment of additional interest) as part of an offer to exchange freely tradable notes for the EFIH Toggle Notes. If an exchange offer for the notes is not completed within 365 days after the date (December 5, 2012) the initial EFIH Toggle notes were issued (a Registration Default), the annual interest rate on the notes will increase by 25 basis points for the first 90-day period during which a Registration Default continues, and thereafter, the annual interest rate on the notes will increase by 50 basis points for the remaining period during which the Registration Default continues. If the Registration Default is cured, the interest rate on the notes will revert to the original level.

EFH Corp. 10.875% Senior Notes and 11.25/12.00% Senior Toggle Notes — At March 31, 2013, the collective principal amount of these notes totaled $60 million. The notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by EFCH and EFIH. The notes mature in November 2017, with interest payable in cash semi-annually in arrears on May 1 and November 1 at a fixed rate for the 10.875% Notes of 10.875% per annum and at a fixed rate for the Toggle Notes of 11.250% per annum for cash interest and 12.000% per annum for PIK Interest, which option expired with the November 1, 2012 interest payment.

Fair Value of Long-Term Debt

At March 31, 2013 and December 31, 2012, the estimated fair value of our long-term debt (excluding capital leases) totaled $26.043 billion and $25.890 billion, respectively, and the carrying amount totaled $38.034 billion and $37.854 billion, respectively. At March 31, 2013 and December 31, 2012, the estimated fair value of our short-term borrowings under the TCEH Revolving Credit Facilities totaled $1.412 billion and $1.500 billion, respectively, and the carrying amount totaled $2.054 billion. We determine fair value in accordance with accounting standards as discussed in Note 8, and at March 31, 2013, our debt fair value represents Level 2 valuations. We obtain security pricing from a vendor who uses broker quotes and third-party pricing services to determine fair values. Where relevant, these prices are validated through subscription services such as Bloomberg.

TCEHInterest Rate Swap Transactions

TCEH employs interest rate swaps to hedge exposure to its variable rate debt. As reflected in the table below, at March 31, 2013, TCEH has entered into the following series of interest rate swap transactions that effectively fix the interest rates at between 5.5% and 9.3%.

Fixed Rates				Expiration Dates	Notional Amount
5.5	%	-	9.3%	September 2013 through October 2014		$	18.265	billion (a)
6.8	%	-	9.0%	October 2015 through October 2017		$	12.600	billion (b)

___________

(a) Swaps related to an aggregate $600 million principal amount of debt expired in 2013. Per the terms of the transactions, the notional amount of swaps entered into in 2011 grew by $405 million in 2013, substantially offsetting the expired swaps.

(b) These swaps are effective from October 2014 through October 2017. The $12.6 billion notional amount of swaps includes $3 billion that expires in October 2015 with the remainder expiring in October 2017.

TCEH has also entered into interest rate basis swap transactions that further reduce the fixed borrowing costs achieved through the interest rate swaps. Basis swaps in effect at March 31, 2013 totaled $11.967 billion notional amount. The basis swaps relate to debt outstanding through 2014.

The interest rate swap counterparties are secured on an equal and ratable basis by the same collateral pledged to the lenders under the TCEH Senior Secured Facilities.

The interest rate swaps have resulted in net losses reported in interest expense and related charges as follows:

	Three Months Ended March 31,
	2013			2012
Realized net loss	$	(151	)	$	(168	)
Unrealized net gain	148			110
Total	$	(3	)	$	(58	)

20

The cumulative unrealized mark-to-market net liability related to all TCEH interest rate swaps totaled $1.917 billion and $2.065 billion at March 31, 2013 and December 31, 2012, respectively, of which $62 million and $65 million (both pretax), respectively, were reported in accumulated other comprehensive income.

6. COMMITMENTS AND CONTINGENCIES

Guarantees

We have entered into contracts that contain guarantees to unaffiliated parties that could require performance or payment under certain conditions. Material guarantees are discussed below.

Disposed TXU Gas Company operations—In connection with the sale of the assets of TXU Gas Company to Atmos Energy Corporation (Atmos) in October 2004, EFH Corp. agreed to indemnify Atmos, until October 1, 2014, for up to $500 million for any liability related to assets retained by TXU Gas Company, including certain inactive gas plant sites not acquired by Atmos, and up to $1.4 billion for contingent liabilities associated with preclosing tax and employee related matters. The maximum aggregate amount under these indemnities that we may be required to pay is $1.9 billion. To date, we have not been required to make any payments to Atmos under any of these indemnity obligations, and no such payments are currently anticipated.

See Note 5 for discussion of guarantees and security for certain of our debt.

Letters of Credit

At March 31, 2013, TCEH had outstanding letters of credit under its credit facilities totaling $735 million as follows:

• $330 million to support risk management and trading margin requirements in the normal course of business, including over-the-counter hedging transactions and collateral postings with ERCOT;

• $208 million to support floating rate pollution control revenue bond debt with an aggregate principal amount of $204 million (the letters of credit are available to fund the payment of such debt obligations and expire in 2014);

• $65 million to support TCEH's REP financial requirements with the PUCT, and

• $132 million for miscellaneous credit support requirements.

Litigation

In March 2013, Aurelius Capital Master, Ltd. and ACP Master, Ltd. filed a lawsuit in the United States District Court for the Northern District of Texas (Dallas Division) against EFCH as a nominal defendant and each of the current directors and a former director of EFCH. In the lawsuit, Aurelius, as a creditor under the TCEH Senior Secured Facilities and certain TCEH secured bonds both of which are guaranteed by EFCH, filed a derivative claim against EFCH and its directors. Aurelius alleges that the directors of EFCH breached their fiduciary duties to EFCH and its creditors, including Aurelius, by permitting TCEH to make certain loans "without collecting fair and reasonably equivalent value." The lawsuit seeks recovery for the benefit of EFCH. We cannot predict the outcome of this proceeding, including the financial effects, if any.

Litigation Related to Generation Facilities —In November 2010, an administrative appeal challenging the decision of the TCEQ to renew and amend Oak Grove Management Company LLC's (Oak Grove) (a wholly-owned subsidiary of TCEH) Texas Pollutant Discharge Elimination System (TPDES) permit related to water discharges was filed by Robertson County: Our Land, Our Lives and Roy Henrichson in the Travis County, Texas District Court. Plaintiffs sought a reversal of the TCEQ's order and a remand back to the TCEQ for further proceedings. The district court affirmed the TCEQ's issuance of the TPDES permit to Oak Grove. In December 2012, plaintiffs appealed the district court's decision to the Third Court of Appeals in Austin, Texas. While we cannot predict the timing or outcome of this proceeding, we believe the renewal and amendment of the Oak Grove TPDES permit are protective of the environment and were in accordance with applicable law.

21

In September 2010, the Sierra Club filed a lawsuit in the US District Court for the Eastern District of Texas (Texarkana Division) against EFH Corp. and Luminant Generation Company LLC (a wholly-owned subsidiary of TCEH) for alleged violations of the Clean Air Act (CAA) at Luminant's Martin Lake generation facility. In May 2012, the Sierra Club filed a lawsuit in the US District Court for the Western District of Texas (Waco Division) against EFH Corp. and Luminant Generation Company LLC for alleged violations of the CAA at Luminant's Big Brown generation facility. The Big Brown case is currently scheduled for trial in November 2013, and the Martin Lake case does not yet have a trial date. While we are unable to estimate any possible loss or predict the outcome, we believe that the Sierra Club's claims are without merit, and we intend to vigorously defend these lawsuits. In addition, in December 2010 and again in October 2011, the Sierra Club informed Luminant that it may sue Luminant for allegedly violating CAA provisions in connection with Luminant's Monticello generation facility. In May 2012, the Sierra Club informed us that it may sue us for allegedly violating CAA provisions in connection with Luminant's Sandow 4 generation facility. While we cannot predict whether the Sierra Club will actually file suit regarding Monticello or Sandow 4 or the outcome of any resulting proceedings, we believe we have complied with the requirements of the CAA at all of our generation facilities.

See below for discussion of litigation regarding the CSAPR and the Texas State Implementation Plan.

Regulatory Reviews

In June 2008, the EPA issued an initial request for information to TCEH under the EPA's authority under Section 114 of the CAA. The stated purpose of the request is to obtain information necessary to determine compliance with the CAA, including New Source Review Standards and air permits issued by the TCEQ for the Big Brown, Monticello and Martin Lake generation facilities. Historically, as the EPA has pursued its New Source Review enforcement initiative, companies that have received a large and broad request under Section 114, such as the request received by TCEH, have in many instances subsequently received a notice of violation from the EPA, which has in some cases progressed to litigation or settlement. In July 2012, the EPA sent us a notice of violation alleging noncompliance with the CAA's New Source Review Standards and the air permits at our Martin Lake and Big Brown generation facilities. While we cannot predict whether the EPA will initiate enforcement proceedings under the notice of violation, we believe that we have complied with all requirements of the CAA at all of our generation facilities. We cannot predict the outcome of any resulting enforcement proceedings or estimate the penalties that might be assessed in connection with any such proceedings. In September 2012, we filed a petition for review in the United States Court of Appeals for the Fifth Circuit Court (Fifth Circuit Court) seeking judicial review of the EPA's notice of violation. Given recent legal precedent subjecting agency orders like the notice of violation to judicial review, we filed the petition for review to preserve our ability to challenge the EPA's issuance of the notice and its defects. In October 2012, the EPA filed a motion to dismiss our petition. In December 2012, the Fifth Circuit Court issued an order that will delay a ruling on the EPA's motion to dismiss until after the case has been fully briefed and oral argument, if any, is held. In April 2013, we received an additional information request from the EPA under Section 114 related to the Big Brown, Martin Lake and Monticello facilities as well as an initial information request related to the Sandow 4 generation facility. We cannot predict the outcome of these proceedings, including the financial effects, if any.

Cross-State Air Pollution Rule (CSAPR)

In July 2011, the EPA issued the CSAPR, compliance with which would have required significant additional reductions of sulfur dioxide (SO₂) and nitrogen oxides (NO_x) emissions from our fossil-fueled generation units. In September 2011, we filed a petition for review in the US Court of Appeals for the District of Columbia Circuit (D.C. Circuit Court) challenging the CSAPR as it applies to Texas. If the CSAPR had taken effect, it would have caused us to, among other actions, idle two lignite/coal-fueled generation units and cease certain lignite mining operations by the end of 2011.

In February 2012, the EPA released a final rule (Final Revisions) and a proposed rule revising certain aspects of the CSAPR, including increases in the emissions budgets for Texas and our generation assets as compared to the July 2011 version of the rule. In April 2012, we filed in the D.C. Circuit Court a petition for review of the Final Revisions on the ground, among others, that the rules do not include all of the budget corrections we requested from the EPA. The parties to the case agreed that the case should be held in abeyance pending the conclusion of the CSAPR rehearing proceeding discussed below. In June 2012, the EPA finalized the proposed rule (Second Revised Rule). As compared to the proposed revisions to the CSAPR issued by the EPA in October 2011, the Final Revisions and the Second Revised Rule finalize emissions budgets for our generation assets that are approximately 6% lower for SO₂, 3% higher for annual NO_x and 2% higher for seasonal NO_x.

22

In August 2012, a three judge panel of the D.C. Circuit Court vacated the CSAPR, remanding it to the EPA for further proceedings. As a result, the CSAPR, the Final Revisions and the Second Revised Rule do not impose any immediate requirements on us, the State of Texas, or other affected parties. The D.C. Circuit Court's order stated that the EPA was expected to continue administering the CAIR (the predecessor rule to the CSAPR) pending the EPA's further consideration of the rule. In October 2012, the EPA and certain other parties that supported the CSAPR filed petitions with the D.C. Circuit Court seeking review by the full court of the panel's decision to vacate and remand the CSAPR. In January 2013, the D.C. Circuit Court denied these requests for rehearing, concluding the CSAPR rehearing proceeding. In March 2013, the EPA and certain other parties that supported the CSAPR submitted petitions to the US Supreme Court seeking its review of the D.C. Circuit Court decision. We cannot predict whether the US Supreme Court will grant or deny the petitions or the outcome of any granted review.

State Implementation Plan (SIP)

In September 2010, the EPA disapproved a portion of the State Implementation Plan pursuant to which the TCEQ implements its program to achieve the requirements of the CAA. The EPA disapproved the Texas standard permit for pollution control projects. We hold several permits issued pursuant to the TCEQ standard permit conditions for pollution control projects. We challenged the EPA's disapproval by filing a lawsuit in the US Court of Appeals for the Fifth Circuit (Fifth Circuit Court) arguing that the TCEQ's adoption of the standard permit conditions for pollution control projects was consistent with the CAA. In March 2012, the Fifth Circuit Court vacated the EPA's disapproval of the Texas standard permit for pollution control projects and remanded the matter to the EPA for reconsideration. We cannot predict the timing or outcome of the EPA's reconsideration, including the financial effects, if any.

In November 2010, the EPA disapproved a different portion of the SIP under which the TCEQ had been phasing out a long-standing exemption for certain emissions that unavoidably occur during startup, shutdown and maintenance activities and replacing that exemption with a more limited affirmative defense that will itself be phased out and replaced by TCEQ-issued generation facility-specific permit conditions. We, like many other electricity generation facility operators in Texas, have asserted applicability of the exemption or affirmative defense, and the TCEQ has not objected to that assertion. We have also applied for and received the generation facility-specific permit amendments. We challenged the EPA's disapproval by filing a lawsuit in the Fifth Circuit Court arguing that the TCEQ's adoption of the affirmative defense and phase-out of that affirmative defense as permits are issued is consistent with the CAA. In July 2012, the Fifth Circuit Court denied our challenge and ruled that the EPA's actions were in accordance with the CAA. In October 2012, the Fifth Circuit Court panel withdrew its opinion and issued a second, expanded opinion that again upheld the EPA's disapproval. In November 2012, we filed a petition with the Fifth Circuit Court asking for review by the full Fifth Circuit Court of the panel's second opinion. Other parties to the proceedings also filed a petition with the Fifth Circuit Court asking the panel to reconsider its decision. In March 2013, the Fifth Circuit Court panel withdrew its second opinion and issued a third opinion that again upheld the EPA's actions. In April 2013, the Fifth Circuit Court also denied our November 2012 petition for rehearing of the panel's second opinion and denied the request by other parties for the panel to reconsider its second decision. Following the issuance of the mandate, we filed a motion to recall the mandate, which was denied in a single-judge order. The parties to this proceeding have approximately 90 days to appeal the Fifth Circuit Court's decision to the US Supreme Court. We cannot predict the timing or outcome of this proceeding, including the financial effects, if any, related to the EPA's disapproval of this SIP provision.

Other Matters

We are involved in various legal and administrative proceedings in the normal course of business, the ultimate resolutions of which, in the opinion of management, are not anticipated to have a material effect on our results of operations, liquidity or financial condition.

23

7. EQUITY

Dividend Restrictions

EFH Corp. has not declared or paid any dividends since the Merger.

The indenture governing the EFH Corp. 10.875% Notes and EFH Corp. Toggle Notes includes covenants that, among other things and subject to certain exceptions, restrict our ability to pay dividends or make other distributions in respect of our common stock. Accordingly, our net income is restricted from being used to make distributions on our common stock unless such distributions are expressly permitted under these indentures and/or on a pro forma basis, after giving effect to such distribution, EFH Corp.'s consolidated leverage ratio is equal to or less than 7.0 to 1.0. For purposes of this calculation, "consolidated leverage ratio" is defined as the ratio of consolidated total debt (as defined in the indenture) to Adjusted EBITDA, in each case, consolidated with its subsidiaries other than Oncor Holdings and its subsidiaries. EFH Corp.'s consolidated leverage ratio was 10.7 to 1.0 at March 31, 2013.

The indentures governing the EFIH Notes generally restrict EFIH from making any cash distribution to EFH Corp. for the ultimate purpose of making a cash dividend on our common stock unless at the time, and after giving effect to such dividend, EFIH's consolidated leverage ratio is equal to or less than 6.0 to 1.0. Under the indentures governing the EFIH Notes, the term "consolidated leverage ratio" is defined as the ratio of EFIH's consolidated total debt (as defined in the indentures) to EFIH's Adjusted EBITDA on a consolidated basis (including Oncor's Adjusted EBITDA). EFIH's consolidated leverage ratio was 7.7 to 1.0 at March 31, 2013. In addition, the EFIH Notes generally restrict EFIH's ability to make distributions or loans to EFH Corp., unless such distributions or loans are expressly permitted under the indentures governing the EFIH Notes.

The TCEH Senior Secured Facilities generally restrict TCEH from making any cash distribution to any of its parent companies for the ultimate purpose of making a cash dividend on our common stock unless at the time, and after giving effect to such distribution, TCEH's consolidated total debt (as defined in the TCEH Senior Secured Facilities) to Adjusted EBITDA would be equal to or less than 6.5 to 1.0. At March 31, 2013, the ratio was 9.0 to 1.0.

In addition, the TCEH Senior Secured Facilities and indentures governing the TCEH Senior Notes, TCEH Senior Secured Notes and TCEH Senior Secured Second Lien Notes generally restrict TCEH's ability to make distributions or loans to any of its parent companies, EFCH and EFH Corp., unless such distributions or loans are expressly permitted under the TCEH Senior Secured Facilities and the indentures governing such notes.

Under applicable law, we are also prohibited from paying any dividend to the extent that immediately following payment of such dividend, there would be no statutory surplus or we would be insolvent.

Noncontrolling Interests

As discussed in Note 2, we consolidate a joint venture formed in 2009 for the purpose of developing two new nuclear generation units, which results in a noncontrolling interests component of equity. Net loss attributable to the noncontrolling interests was immaterial for the three months ended March 31, 2013 and 2012.

24

Equity

The following table presents the changes to equity for the three months ended March 31, 2013.

	EFH Corp. Shareholders’ Equity
	Common Stock (a)		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests		Total Equity
Balance at December 31, 2012	$	2	$	7,959	$	(18,939	)	$	(47	)	$	102	$	(10,923	)
Net loss	—		—		(569		)	—			—		(569		)
Effects of stock-based incentive compensation plans	—		2		—			—			—		2
Change in unrecognized losses related to pension and OPEB plans (Note 10)	—		—		—			(2		)	—		(2		)
Net effects of cash flow hedges	—		—		—			2			—		2
Net effects of cash flow hedges – Oncor (b)	—		—		—			1			—		1
Investment by noncontrolling interests	—		—		—			—			1		1
Balance at March 31, 2013	$	2	$	7,961	$	(19,508	)	$	(46	)	$	103	$	(11,488	)

____________

(a) Authorized shares totaled 2,000,000,000 at March 31, 2013. Outstanding shares totaled 1,681,908,837 and 1,680,539,245 at March 31, 2013 and December 31, 2012, respectively.

(b) Represents recognition in equity in earnings of unconsolidated subsidiaries of previous losses on interest rate hedge transactions entered into by Oncor.

The following table presents the changes to equity for the three months ended March 31, 2012.

	EFH Corp. Shareholders’ Equity
	Common Stock (a)		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests		Total Equity
Balance at December 31, 2011	$	2	$	7,947	$	(15,579	)	$	(222	)	$	95	$	(7,757	)
Net loss	—		—		(304		)	—			—		(304		)
Effects of stock-based incentive compensation plans	—		4		—			—			—		4
Change in unrecognized losses related to pension and OPEB plans	—		—		—			4			—		4
Net effects of cash flow hedges	—		—		—			3			—		3
Net effects of cash flow hedges – Oncor (b)	—		—		—			1			—		1
Investment by noncontrolling interests	—		—		—			—			2		2
Other	—		—		(1		)	—			—		(1		)
Balance at March 31, 2012	$	2	$	7,951	$	(15,884	)	$	(214	)	$	97	$	(8,048	)

____________

(a) Authorized shares totaled 2,000,000,000 at March 31, 2012. Outstanding shares totaled 1,678,739,245 and 1,679,539,245 at March 31, 2012 and December 31, 2011, respectively.

(b) Represents recognition in equity in earnings of unconsolidated subsidiaries of previous losses on interest rate hedge transactions entered into by Oncor.

25

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes to accumulated other comprehensive income (loss) for the three months ended March 31, 2013. There was no other comprehensive income (loss) before reclassification for the period.

	Dedesignated Cash Flow Hedges – Interest Rate Swaps (Note 9)			Pension and Other Postretirement Employee Benefit Liabilities Adjustments (Note 10)			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2012	$	(64	)	$	17		$	(47	)
Amounts reclassified from accumulated other comprehensive income (loss) and reported in:
Operating costs	—			(1		)	(1		)
Selling, general and administrative expenses	—			(1		)	(1		)
Interest expense and related charges	4			—			4
Other	—			(1		)	(1		)
Income tax benefit	(1		)	1			—
Total amount reclassified from accumulated other comprehensive income (loss) during the period	3			(2		)	1
Balance at March 31, 2013	$	(61	)	$	15		$	(46	)

26

8. FAIR VALUE MEASUREMENTS

Accounting standards related to the determination of fair value define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use a "mid-market" valuation convention (the mid-point price between bid and ask prices) as a practical expedient to measure fair value for the majority of our assets and liabilities subject to fair value measurement on a recurring basis. We primarily use the market approach for recurring fair value measurements and use valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs.

We categorize our assets and liabilities recorded at fair value based upon the following fair value hierarchy:

• Level 1 valuations use quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Our Level 1 assets and liabilities include exchange-traded commodity contracts. For example, a significant number of our derivatives are NYMEX futures and swaps transacted through clearing brokers for which prices are actively quoted.

• Level 2 valuations use inputs that, in the absence of actively quoted market prices, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: (a) quoted prices for similar assets or liabilities in active markets, (b) quoted prices for identical or similar assets or liabilities in markets that are not active, (c) inputs other than quoted prices that are observable for the asset or liability such as interest rates and yield curves observable at commonly quoted intervals and (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. Our Level 2 valuations utilize over-the-counter broker quotes, quoted prices for similar assets or liabilities that are corroborated by correlations or other mathematical means and other valuation inputs. For example, our Level 2 assets and liabilities include forward commodity positions at locations for which over-the-counter broker quotes are available.

• Level 3 valuations use unobservable inputs for the asset or liability. Unobservable inputs are used to the extent observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. We use the most meaningful information available from the market combined with internally developed valuation methodologies to develop our best estimate of fair value. For example, our Level 3 assets and liabilities include certain derivatives whose values are derived from pricing models that utilize multiple inputs to the valuations, including inputs that are not observable or easily corroborated through other means. See further discussion below.

Our valuation policies and procedures are developed, maintained and validated by a centralized risk management group that reports to the Chief Financial Officer, who also functions as the Chief Risk Officer. Risk management functions include commodity price reporting and validation, valuation model validation, risk analytics, risk control, credit risk management and risk reporting.

We utilize several different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or comparable assets and liabilities for those items that are measured on a recurring basis. These methods include, among others, the use of broker quotes and statistical relationships between different price curves.

In utilizing broker quotes, we attempt to obtain multiple quotes from brokers (generally non-binding) that are active in the commodity markets in which we participate (and require at least one quote from two brokers to determine a pricing input as observable); however, not all pricing inputs are quoted by brokers. The number of broker quotes received for certain pricing inputs varies depending on the depth of the trading market, each individual broker's publication policy, recent trading volume trends and various other factors. In addition, for valuation of interest rate swaps, we use generally accepted interest rate swap valuation models utilizing month-end interest rate curves.

Certain derivatives and financial instruments are valued utilizing option pricing models that take into consideration multiple inputs including commodity prices, volatility factors, discount rates and other inputs. Additionally, when there is not a sufficient amount of observable market data, valuation models are developed that incorporate proprietary views of market factors. Significant unobservable inputs used to develop the valuation models include volatility curves, correlation curves, illiquid pricing locations and credit/non-performance risk assumptions. Those valuation models are generally used in developing long-term forward price curves for certain commodities. We believe the development of such curves is consistent with industry practice; however, the fair value measurements resulting from such curves are classified as Level 3.

27

The significant unobservable inputs and valuation models are developed by employees trained and experienced in market operations and fair value measurement and validated by the company's risk management group, which also further analyzes any significant changes in Level 3 measurements. Significant changes in the unobservable inputs could result in significant upward or downward changes in the fair value measurement.

With respect to amounts presented in the following fair value hierarchy tables, the fair value measurement of an asset or liability (e.g., a contract) is required to fall in its entirety in one level, based on the lowest level input that is significant to the fair value measurement. Certain assets and liabilities would be classified in Level 2 instead of Level 3 of the hierarchy except for the effects of credit reserves and non-performance risk adjustments, respectively. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability being measured.

Assets and liabilities measured at fair value on a recurring basis consisted of the following:

March 31, 2013
	Level 1		Level 2		Level 3 (a)		Total
Assets:
Commodity contracts	$	192	$	1,333	$	106	$	1,631
Interest rate swaps	—		121		—		121
Nuclear decommissioning trust – equity securities (b)	276		159		—		435
Nuclear decommissioning trust – debt securities (b)	—		266		—		266
Total assets	$	468	$	1,879	$	106	$	2,453
Liabilities:
Commodity contracts	$	278	$	135	$	47	$	460
Interest rate swaps	—		2,054		—		2,054
Total liabilities	$	278	$	2,189	$	47	$	2,514

December 31, 2012
	Level 1		Level 2		Level 3 (a)		Total
Assets:
Commodity contracts	$	180	$	1,784	$	83	$	2,047
Interest rate swaps	—		134		—		134
Nuclear decommissioning trust – equity securities (b)	249		144		—		393
Nuclear decommissioning trust – debt securities (b)	—		261		—		261
Total assets	$	429	$	2,323	$	83	$	2,835
Liabilities:
Commodity contracts	$	208	$	121	$	54	$	383
Interest rate swaps	—		2,217		—		2,217
Total liabilities	$	208	$	2,338	$	54	$	2,600

____________

(a) See table below for description of Level 3 assets and liabilities.

(b) The nuclear decommissioning trust investment is included in the other investments line in the balance sheet. See Note 13.

Commodity contracts consist primarily of natural gas, electricity, fuel oil, uranium and coal derivative instruments entered into for hedging purposes and include physical contracts that have not been designated "normal" purchases or sales. See Note 9 for further discussion regarding the company's use of derivative instruments.

Interest rate swaps include variable-to-fixed rate swap instruments that are economic hedges of interest on long-term debt as well as interest rate basis swaps designed to effectively reduce the hedged borrowing costs. See Note 5 for discussion of interest rate swaps.

Nuclear decommissioning trust assets represent securities held for the purpose of funding the future retirement and decommissioning of the nuclear generation units. These investments include equity, debt and other fixed-income securities consistent with investment rules established by the NRC and the PUCT.

28

There were no significant transfers between Level 1 and Level 2 of the fair value hierarchy for the three months ended March 31, 2013 and 2012. See the table of changes in fair values of Level 3 assets and liabilities below for discussion of transfers between Level 2 and Level 3.

The following tables present the fair value of the Level 3 assets and liabilities by major contract type (all related to commodity contracts) and the significant unobservable inputs used in the valuations at March 31, 2013 and December 31, 2012:

March 31, 2013
	Fair Value
Contract Type (a)	Assets		Liabilities			Total			Valuation Technique	Significant Unobservable Input	Range (b)
Electricity purchases and sales	$	4	$	(8	)	$	(4	)	Valuation Model	Illiquid pricing locations (c)	$30 to $40/ MWh
										Hourly price curve shape (d)	$15 to $50/ MWh
Electricity spread options	58		(13		)	45			Option Pricing Model	Gas to power correlation (e)	25% to 90%
										Power volatility (f)	15% to 35%
Electricity congestion revenue rights	39		(3		)	36			Market Approach (g)	Illiquid price differences between settlement points (h)	$0.00 to $30.00
Coal purchases	1		(22		)	(21		)	Market Approach (g)	Illiquid price variances between mines (i)	$0.00 to $1.00
										Probability of default (j)	0% to 40%
										Recovery rate (k)	0% to 40%
Other	4		(1		)	3
Total	$	106	$	(47	)	$	59

December 31, 2012
	Fair Value
Contract Type (a)	Assets		Liabilities			Total			Valuation Technique	Significant Unobservable Input	Range (b)
Electricity purchases and sales	$	5	$	(9	)	$	(4	)	Valuation Model	Illiquid pricing locations (c)	$20 to $40/ MWh
										Hourly price curve shape (d)	$20 to $50/ MWh
Electricity spread options	34		(10		)	24			Option Pricing Model	Gas to power correlation (e)	20% to 90%
										Power volatility (f)	20% to 40%
Electricity congestion revenue rights	41		(2		)	39			Market Approach (g)	Illiquid price differences between settlement points (h)	$0.00 to $0.50
Coal purchases	—		(32		)	(32		)	Market Approach (g)	Illiquid price variances between mines (i)	$0.00 to $1.00
										Probability of default (j)	5% to 40%
										Recovery rate (k)	0% to 40%
Other	3		(1		)	2
Total	$	83	$	(54	)	$	29

29

____________

(a) Electricity purchase and sales contracts include wind generation agreements and hedging positions in the ERCOT west region, as well as power contracts, the valuations of which include unobservable inputs related to the hourly shaping of the price curve. Electricity spread options consist of physical electricity call options. Electricity congestion revenue rights contracts consist of forward purchase contracts (swaps and options) used to hedge electricity price differences between settlement points within ERCOT. Coal purchase contracts relate to western (Powder River Basin) coal.

(b) The range of the inputs may be influenced by factors such as time of day, delivery period, season and location.

(c) Based on the historical range of forward average monthly ERCOT West Hub prices.

(d) Based on the historical range of forward average hourly ERCOT North Hub prices.

(e) Estimate of the historical range based on forward natural gas and on-peak power prices for the ERCOT hubs most relevant to our spread options.

(f) Based on historical forward price changes.

(g) While we use the market approach, there is either insufficient market data to consider the valuation liquid or the significance of credit reserves or non-performance risk adjustments results in a Level 3 designation.

(h) Based on the historical price differences between settlement points in the ERCOT North Hub for 2012 and the ERCOT North and West Hubs in 2013.

(i) Based on the historical range of price variances between mine locations.

(j) Estimate of the range of probabilities of default based on past experience and the length of the contract as well as our and counterparties' credit ratings.

(k) Estimate of the default recovery rate based on historical corporate rates.

The following table presents the changes in fair value of the Level 3 assets and liabilities (all related to commodity contracts) for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31,
	2013		2012
Net asset balance at beginning of period	$	29	$	53
Total unrealized valuation gains (losses)	9		(69		)
Purchases, issuances and settlements (a):
Purchases	4		8
Issuances	—		(8		)
Settlements	16		20
Transfers into Level 3 (b)	1		(7		)
Transfers out of Level 3 (b)	—		(2		)
Net change (c)	30		(58		)
Net asset (liability) balance at end of period	$	59	$	(5	)
Unrealized valuation gains (losses) relating to instruments held at end of period	$	14	$	(65	)

____________

(a) Settlements reflect reversals of unrealized mark-to-market valuations previously recognized in net income. Purchases and issuances reflect option premiums paid or received.

(b) Includes transfers due to changes in the observability of significant inputs. Transfers in and out occur at the end of each quarter, which is when the assessments are performed. Transfers out during 2012 reflect increased observability of pricing related to certain congestion revenue rights. Transfers in during 2012 were driven by an increase in nonperformance risk adjustments related to certain coal purchase contracts. All Level 3 transfers during the periods presented are in and out of Level 2.

(c) Substantially all changes in values of commodity contracts are reported in the income statement in net gain (loss) from commodity hedging and trading activities. Activity excludes changes in fair value in the month the position settled as well as amounts related to positions entered into and settled in the same month.

30

9. COMMODITY AND OTHER DERIVATIVE CONTRACTUAL ASSETS AND LIABILITIES

Strategic Use of Derivatives

We transact in derivative instruments, such as options, swaps, futures and forward contracts, primarily to manage commodity price risk and interest rate risk exposure. Our principal activities involving derivatives consist of a commodity hedging program and the hedging of interest costs on our long-term debt. See Note 8 for a discussion of the fair value of all derivatives.

Natural Gas Price Hedging Program — TCEH has a natural gas price hedging program designed to reduce exposure to changes in future electricity prices due to changes in the price of natural gas, thereby hedging future revenues from electricity sales and related cash flows. In ERCOT, the wholesale price of electricity has generally moved with the price of natural gas. Under the program, TCEH has entered into market transactions involving natural gas-related financial instruments and has sold forward natural gas through 2014. These transactions are intended to hedge a portion of electricity price exposure related to expected lignite/coal- and nuclear-fueled generation for this period. Unrealized gains and losses arising from changes in the fair value of the instruments under the program as well as realized gains and losses upon settlement of the instruments are reported in the income statement in net gain (loss) from commodity hedging and trading activities.

Interest Rate Swap Transactions — Interest rate swap agreements are used to reduce exposure to interest rate changes by converting floating-rate debt to fixed rates, thereby hedging future interest costs and related cash flows. Interest rate basis swaps are used to effectively reduce the hedged borrowing costs. Unrealized gains and losses arising from changes in the fair value of the swaps as well as realized gains and losses upon settlement of the swaps are reported in the income statement in interest expense and related charges. See Note 5 for additional information about interest rate swap agreements.

Other Commodity Hedging and Trading Activity — In addition to the natural gas price hedging program, TCEH enters into derivatives, including electricity, natural gas, fuel oil, uranium, emission and coal instruments, generally for shorter-term hedging purposes. To a limited extent, TCEH also enters into derivative transactions for proprietary trading purposes, principally in natural gas and electricity markets.

Financial Statement Effects of Derivatives

Substantially all derivative contractual assets and liabilities arise from mark-to-market accounting consistent with accounting standards related to derivative instruments and hedging activities. The following tables provide detail of commodity and other derivative contractual assets and liabilities (with the column totals representing the net positions of the contracts) as reported in the balance sheets at March 31, 2013 and December 31, 2012:

March 31, 2013
	Derivative assets				Derivative liabilities
	Commodity contracts		Interest rate swaps		Commodity contracts			Interest rate swaps			Total
Current assets	$	1,207	$	121	$	—		$	—		$	1,328
Noncurrent assets	424		—		—			—			424
Current liabilities	—		—		(448		)	(659		)	(1,107		)
Noncurrent liabilities	—		—		(12		)	(1,395		)	(1,407		)
Net assets (liabilities)	$	1,631	$	121	$	(460	)	$	(2,054	)	$	(762	)

December 31, 2012
	Derivative assets				Derivative liabilities
	Commodity contracts		Interest rate swaps		Commodity contracts			Interest rate swaps			Total
Current assets	$	1,461	$	134	$	—		$	—		$	1,595
Noncurrent assets	586		—		—			—			586
Current liabilities	—		—		(366		)	(678		)	(1,044		)
Noncurrent liabilities	—		—		(17		)	(1,539		)	(1,556		)
Net assets (liabilities)	$	2,047	$	134	$	(383	)	$	(2,217	)	$	(419	)

31

At March 31, 2013 and December 31, 2012, there were no derivative positions accounted for as cash flow or fair value hedges.

The following table presents the pretax effect of derivatives on net income (gains (losses)), including realized and unrealized effects:

	Three Months Ended March 31,
Derivative (income statement presentation)	2013			2012
Commodity contracts (Net gain (loss) from commodity hedging and trading activities) (a)	$	(200	)	$	358
Interest rate swaps (Interest expense and related charges) (b)	(3		)	(56		)
Net gain (loss)	$	(203	)	$	302

____________

(a) Amount represents changes in fair value of positions in the derivative portfolio during the period, as realized amounts related to positions settled are assumed to equal reversals of previously recorded unrealized amounts.

(b) Includes unrealized mark-to-market net gain as well as the net realized effect on interest paid/accrued, both reported in "Interest Expense and Related Charges" (see Note 13).

The following table presents the pretax effect (all losses) on net income and other comprehensive income (OCI) of derivative instruments previously accounted for as cash flow hedges. There were no amounts recognized in OCI for the three months ended March 31, 2013 and 2012.

Derivative type (income statement presentation of loss reclassified from accumulated OCI into income)	Three Months Ended March 31,
	2013			2012
Interest rate swaps (interest expense and related charges)	$	(2	)	$	(3	)
Interest rate swaps (depreciation and amortization)	(1		)	(1		)
Total	$	(3	)	$	(4	)

There were no transactions designated as cash flow hedges during the three months ended March 31, 2013 and 2012.

Accumulated other comprehensive income related to cash flow hedges (excluding Oncor's interest rate hedge) at March 31, 2013 and December 31, 2012 totaled $40 million and $43 million in net losses (after-tax), respectively, substantially all of which relates to interest rate swaps. We expect that $5 million of net losses (after-tax) related to cash flow hedges included in accumulated other comprehensive income at March 31, 2013 will be reclassified into net income during the next twelve months as the related hedged transactions affect net income.

Balance Sheet Presentation of Derivatives

Consistent with elections under US GAAP to present amounts on a gross basis, we report derivative assets and liabilities in the balance sheet without taking into consideration netting arrangements we have with counterparties. This presentation can result in significant volatility in derivative assets and liabilities because we may enter into offsetting positions with the same counterparties, resulting in both assets and liabilities, and the underlying commodity prices can change significantly from period to period.

Margin deposits that contractually offset these derivative instruments are reported separately in the balance sheet. Margin deposits received from counterparties are either used for working capital or other corporate purposes or are deposited in a separate restricted cash account. At March 31, 2013 and December 31, 2012, margin deposits held were unrestricted.

We maintain standardized master netting agreements with counterparties that allow for the netting of positive and negative exposures. Generally, we utilize the International Swaps and Derivatives Association (ISDA) standardized contract for financial transactions, the Edison Electric Institute standardized contract for physical power transactions and the North American Energy Standards Board (NAESB) standardized contract for physical natural gas transactions. These contain credit enhancements that allow for the right to offset assets and liabilities with other financial instruments and collateral received in order to reduce credit exposure between us and the counterparty. These agreements contain specific language related to margin requirements, monthly settlement netting, cross-commodity netting and early termination netting, which is negotiated with the contract counterparty.

32

Certain entities are counterparties to both our natural gas hedge program positions and our interest rate swaps and have entered into master agreements that provide for netting and setoff of amounts related to these positions.

The following tables reconcile our derivative assets and liabilities as presented in the consolidated balance sheet to net amounts after taking into consideration netting arrangements with counterparties and financial collateral:

March 31, 2013
	Amounts Presented in Balance Sheet			Offsetting Financial Instruments (a)			Financial Collateral (Received) Pledged (b)			Net Amounts (c)
Derivative assets:
Commodity contracts	$	1,631		$	(1,011	)	$	(454	)	$	166
Interest rate swaps	121			(121		)	—			—
Total derivative assets	1,752			(1,132		)	(454		)	166
Derivative liabilities:
Commodity contracts	(460		)	329			89			(42		)
Interest rate swaps	(2,054		)	803			—			(1,251		)
Total derivative liabilities	(2,514		)	1,132			89			(1,293		)
Net amounts	$	(762	)	$	—		$	(365	)	$	(1,127	)

December 31, 2012
	Amounts Presented in Balance Sheet			Offsetting Financial Instruments (a)			Financial Collateral (Received) Pledged (b)			Net Amounts
Derivative assets:
Commodity contracts	$	2,047		$	(1,263	)	$	(597	)	$	187
Interest rate swaps	134			(134		)	—			—
Total derivative assets	2,181			(1,397		)	(597		)	187
Derivative liabilities:
Commodity contracts	(383		)	319			29			(35		)
Interest rate swaps	(2,217		)	1,078			—			(1,139		)
Total derivative liabilities	(2,600		)	1,397			29			(1,174		)
Net amounts	$	(419	)	$	—		$	(568	)	$	(987	)

____________

(a) Offsetting financial instruments with respect to commodity contracts include amounts related to interest rate swaps and vice versa. Amounts exclude trade accounts receivable and payable related to settled financial instruments.

(b) Financial collateral consists entirely of cash margin deposits.

(c) Includes net liability positions totaling approximately $1.3 billion related to counterparties with positions that are secured by a first-lien interest in the assets of TCEH on a pari passu basis with the TCEH Senior Secured Facilities and the TCEH Senior Secured Notes.

33

Derivative Volumes

The following table presents the gross notional amounts of derivative volumes at March 31, 2013 and December 31, 2012:

	March 31, 2013		December 31, 2012
Derivative type	Notional Volume				Unit of Measure
Interest rate swaps:
Floating/fixed (a)	$	32,565	$	32,760	Million US dollars
Basis	$	11,967	$	11,967	Million US dollars
Natural gas:
Natural gas price hedge forward sales and purchases (b)	743		875		Million MMBtu
Locational basis swaps	463		495		Million MMBtu
All other	1,921		1,549		Million MMBtu
Electricity	61,470		76,767		GWh
Congestion Revenue Rights (c)	88,033		111,185		GWh
Coal	11		13		Million tons
Fuel oil	35		47		Million gallons
Uranium	804		441		Thousand pounds

____________

(a) Includes notional amount of interest rate swaps with maturity dates through October 2014 as well as notional amount of swaps effective from October 2014 with maturity dates through October 2017 (see Note 5).

(b) Represents gross notional forward sales, purchases and options transactions in the natural gas price hedging program. The net amount of these transactions was approximately 310 million MMBtu and 360 million MMBtu at March 31, 2013 and December 31, 2012, respectively.

(c) Represents gross forward purchases associated with instruments used to hedge price differences between settlement points in the nodal wholesale market design in ERCOT.

Credit Risk-Related Contingent Features of Derivatives

The agreements that govern our derivative instrument transactions may contain certain credit risk-related contingent features that could trigger liquidity requirements in the form of cash collateral, letters of credit or some other form of credit enhancement. Certain of these agreements require the posting of collateral if our credit rating is downgraded by one or more credit rating agencies; however, due to our credit ratings being below investment grade, substantially all of such collateral posting requirements are already effective.

At March 31, 2013 and December 31, 2012, the fair value of liabilities related to derivative instruments under agreements with credit risk-related contingent features that were not fully cash collateralized totaled $112 million and $58 million, respectively. The liquidity exposure associated with these liabilities was reduced by cash and letter of credit postings with the counterparties totaling $31 million and $12 million at March 31, 2013 and December 31, 2012, respectively. If all the credit risk-related contingent features related to these derivatives had been triggered, including cross default provisions, at March 31, 2013 and December 31, 2012, there were no remaining liquidity requirements.

In addition, certain derivative agreements that are collateralized primarily with liens on certain of our assets include indebtedness cross-default provisions that could result in the settlement of such contracts if there were a failure under other financing arrangements to meet payment terms or to comply with other covenants that could result in the acceleration of such indebtedness. At March 31, 2013 and December 31, 2012, the fair value of derivative liabilities subject to such cross-default provisions, largely related to interest rate swaps, totaled $2.098 billion and $2.299 billion, respectively, before consideration of the amount of assets subject to the liens. No cash collateral or letters of credit were posted with these counterparties at March 31, 2013 and December 31, 2012 to reduce the liquidity exposure. If all the credit risk-related contingent features related to these derivatives, including amounts related to cross-default provisions, had been triggered at March 31, 2013 and December 31, 2012, the remaining related liquidity requirement after reduction for derivative assets under netting arrangements but before consideration of the amount of assets subject to the liens would have totaled $1.252 billion and $1.141 billion, respectively. See Note 5 for a description of other obligations that are supported by liens on certain of our assets.

34

As discussed immediately above, the aggregate fair values of liabilities under derivative agreements with credit risk-related contingent features, including cross-default provisions, totaled $2.210 billion and $2.357 billion at March 31, 2013 and December 31, 2012, respectively. These amounts are before consideration of cash and letter of credit collateral posted, net accounts receivable and derivative assets under netting arrangements and assets subject to related liens.

Some commodity derivative contracts contain credit risk-related contingent features that do not provide for specific amounts to be posted if the features are triggered. These provisions include material adverse change, performance assurance, and other clauses that generally provide counterparties with the right to request additional credit enhancements. The amounts disclosed above exclude credit risk-related contingent features that do not provide for specific amounts or exposure calculations.

Concentrations of Credit Risk Related to Derivatives

We have significant concentrations of credit risk with the counterparties to our derivative contracts. At March 31, 2013, total credit risk exposure to all counterparties related to derivative contracts totaled $1.843 billion (including associated accounts receivable). The net exposure to those counterparties totaled $227 million at March 31, 2013 after taking into effect netting arrangements, setoff provisions and collateral. At March 31, 2013, the credit risk exposure to the banking and financial sector represented 91% of the total credit risk exposure and 59% of the net exposure, a significant amount of which is related to the natural gas price hedging program, and the largest net exposure to a single counterparty totaled $52 million.

Exposure to banking and financial sector counterparties is considered to be within an acceptable level of risk tolerance because all of this exposure is with counterparties with investment grade credit ratings. However, this concentration increases the risk that a default by any of these counterparties would have a material effect on our financial condition, results of operations and liquidity. The transactions with these counterparties contain certain provisions that would require the counterparties to post collateral in the event of a material downgrade in their credit rating.

We maintain credit risk policies with regard to our counterparties to minimize overall credit risk. These policies authorize specific risk mitigation tools including, but not limited to, use of standardized master agreements that allow for netting of positive and negative exposures associated with a single counterparty. Credit enhancements such as parent guarantees, letters of credit, surety bonds, liens on assets and margin deposits are also utilized. Prospective material changes in the payment history or financial condition of a counterparty or downgrade of its credit quality result in the reassessment of the credit limit with that counterparty. The process can result in the subsequent reduction of the credit limit or a request for additional financial assurances. An event of default by one or more counterparties could subsequently result in termination-related settlement payments that reduce available liquidity if amounts are owed to the counterparties related to the derivative contracts or delays in receipts of expected settlements if the counterparties owe amounts to us.

35

10. PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS (OPEB) PLANS

Net pension and OPEB costs in the three months ended March 31, 2013 and 2012 are comprised of the following:

	Three Months Ended March 31,
	2013			2012
Components of net pension costs:
Service cost	$	2		$	12
Interest cost	3			40
Expected return on assets	(2		)	(40		)
Amortization of net loss	2			27
Pension costs	$	5		$	39
Components of net OPEB costs:
Service cost	3			2
Interest cost	10			11
Expected return on assets	(3		)	(3		)
Amortization of prior service cost	(8		)	(8		)
Amortization of net loss	8			4
OPEB costs	10			6
Total benefit costs	15			45
Less amounts expensed by Oncor (and not consolidated)	(6		)	(9		)
Less amounts deferred principally as a regulatory asset or property by Oncor	(6		)	(22		)
Net amounts recognized as expense by EFH Corp. and consolidated subsidiaries	$	3		$	14

The decrease in costs in 2013 reflected the implementation completed in the fourth quarter 2012 of certain amendments to EFH Corp.'s pension plan that resulted in:

• splitting off assets and liabilities under the plan associated with employees of Oncor and all retirees and terminated vested participants of EFH Corp. and its subsidiaries (including discontinued businesses) to a new plan sponsored and administered by Oncor (the Oncor Plan);

• splitting off assets and liabilities under the plan associated with active employees of EFH Corp.'s competitive businesses, other than collective bargaining unit (union) employees, to a Terminating Plan, freezing benefits and vesting all accrued plan benefits for these participants;

• the termination of, distributions of benefits under, and settlement of all of EFH Corp.'s liabilities under the Terminating Plan, and

• maintaining assets and liabilities under the plan associated with union employees of EFH Corp.'s competitive businesses under the current plan.

The discount rates reflected in net pension and OPEB costs for 2013 are 4.30% and 4.10%, respectively. The expected rates of return on pension and OPEB plan assets reflected in the 2013 cost amounts are 5.4% and 6.7%, respectively.

Our cash contributions in the first three months of 2013 related to our retirement benefit plans totaled $6 million related to the pension plans, essentially all of which was funded by Oncor, and $4 million related to the OPEB plan, of which $3 million was funded by Oncor. We expect to make additional contributions in 2013 of $1 million for the pension plans, including amounts related to nonqualified plans, and $13 million for the OPEB plan, with approximately $9 million to be funded by Oncor for the OPEB plan.

36

11. RELATED PARTY TRANSACTIONS

The following represent our significant related-party transactions.

• We pay an annual management fee under the terms of a management agreement with the Sponsor Group, which we reported in SG&A expense totaling $10 million and $9 million for the three months ended March 31, 2013 and 2012, respectively.

• In 2007, TCEH entered into the TCEH Senior Secured Facilities with syndicates of financial institutions and other lenders. These syndicates included affiliates of GS Capital Partners, which is a member of the Sponsor Group. Affiliates of each member of the Sponsor Group have from time to time engaged in commercial banking transactions with us and/or provided financial advisory services to us, in each case in the normal course of business.

• In January 2013, fees paid to Goldman, Sachs & Co. (Goldman), an affiliate of GS Capital Partners for services related to debt exchanges totaled $2 million, described as follows: (i) Goldman acted as a dealer manager for the offers by EFIH and EFIH Finance to exchange new EFIH 10% Notes for EFH Corp. 9.75% Notes, EFH Corp. 10% Notes and EFIH 9.75% Notes (collectively, the Old Notes) and as a solicitation agent in the solicitation of consents by EFH Corp. and EFIH and EFIH Finance to amendments to the Old Notes and indentures governing the Old Notes and (ii) Goldman acted as a dealer manager for the offers by EFIH and EFIH Finance to exchange EFIH Toggle Notes for EFH Corp. 10.875% Notes and EFH Corp. Toggle Notes. See Note 5 for further discussion of these exchange offers.

In February 2012, Goldman acted as a joint book-running manager and initial purchaser in the issuance of $1.15 billion principal amount of EFIH 11.750% Notes for which it received fees totaling $7 million. A broker-dealer affiliate of KKR served as a co-manager and initial purchaser and an affiliate of TPG served as an advisor in the transactions, for which they each received $1 million.

• Affiliates of GS Capital Partners are parties to certain commodity and interest rate hedging transactions with us in the normal course of business.

• Affiliates of the Sponsor Group have sold or acquired, and in the future may sell or acquire, debt or debt securities issued by us in open market transactions or through loan syndications.

• TCEH made loans to EFH Corp. in the form of demand notes (TCEH Demand Notes) that were pledged as collateral under the TCEH Senior Secured Facilities for (i) debt principal and interest payments and (ii) other general corporate purposes (SG&A Note) for EFH Corp. The TCEH Demand Notes totaled $698 million at December 31, 2012, including $233 million in the SG&A Note, and are eliminated in consolidation in these condensed consolidated financial statements. EFH Corp. settled the balance of the TCEH Demand Notes in January 2013 using $680 million of the proceeds from debt issued by EFIH in 2012 that had been held as restricted cash (see Note 13).

• As part of EFH Corp.'s liability management program, EFH Corp. (parent entity) and EFIH have purchased, or received in exchanges, certain debt securities of EFH Corp. and TCEH, which they have held. Principal and interest payments received by EFH Corp. and EFIH on these investments have been used, in part, to service their outstanding debt. These investments are eliminated in consolidation in these consolidated financial statements. At March 31, 2013, EFIH held $1.282 billion principal amount of EFH Corp. debt and $79 million principal amount of TCEH debt. At March 31, 2013, EFH Corp. held $303 million principal amount of TCEH debt. In the first quarter 2013, EFIH distributed $6.360 billion principal amount of EFH Corp. debt it previously received in debt exchanges as a dividend to EFH Corp., which cancelled it (see Note 5).

• TCEH's retail operations pay Oncor for services it provides, principally the delivery of electricity. Expenses recorded for these services totaled $225 million and $227 million for the three months ended March 31, 2013 and 2012, respectively. The fees are based on rates regulated by the PUCT that apply to all REPs. The balance sheets at March 31, 2013 and December 31, 2012 reflect amounts due currently to Oncor totaling $121 million and $53 million, respectively (included in net payables due to unconsolidated subsidiary), largely related to these electricity delivery fees. Also see discussion below regarding receivables from Oncor under a tax sharing agreement.

• In August 2012, TCEH and Oncor agreed to settle at a discount two agreements related to securitization (transition) bonds issued by Oncor's bankruptcy-remote financing subsidiary in 2003 and 2004 to recover generation-related regulatory assets. Under the agreements, TCEH had been reimbursing Oncor as described immediately below.

37

Oncor collects transition surcharges from its customers to recover the transition bond payment obligations. Oncor's incremental income taxes related to the transition surcharges it collects had been reimbursed by TCEH quarterly under a noninterest bearing note payable to Oncor that was to mature in 2016. TCEH's payments on the note totaled $10 million for the three months ended March 31, 2012.

Under an interest reimbursement agreement, TCEH had reimbursed Oncor on a monthly basis for interest expense on the transition bonds. Only the monthly accrual of interest under this agreement was reported as a liability. This interest expense totaled $7 million for the three months ended March 31, 2012.

• Oncor pays EFH Corp. subsidiaries for financial and other administrative services and shared facilities at cost. Such amounts reduced reported SG&A expense by $8 million and $7 million for the three months ended March 31, 2013 and 2012, respectively.

• Under Texas regulatory provisions, the trust fund for decommissioning the Comanche Peak nuclear generation facility is funded by a delivery fee surcharge billed to REPs by Oncor, as collection agent, and remitted monthly to TCEH for contribution to the trust fund with the intent that the trust fund assets, reported in other investments in our balance sheet, will ultimately be sufficient to fund the actual future decommissioning liability, reported in noncurrent liabilities in our balance sheet. The delivery fee surcharges remitted to TCEH totaled $4 million for both the three months ended March 31, 2013 and 2012. Income and expenses associated with the trust fund and the decommissioning liability incurred by TCEH are offset by a net change in a receivable/payable that ultimately will be settled through changes in Oncor's delivery fee rates. At March 31, 2013 and December 31, 2012, the excess of the trust fund balance over the decommissioning liability resulted in a payable totaling $326 million and $284 million, respectively, included in noncurrent liabilities.

• We file a consolidated federal income tax return that includes Oncor Holdings' results. Oncor is not a member of our consolidated tax group, but our consolidated federal income tax return includes our portion of Oncor's results due to our equity ownership in Oncor. We also file a consolidated Texas state margin tax return that includes all of Oncor Holdings' and Oncor's results. However, under a tax sharing agreement, Oncor Holdings' and Oncor's federal income tax and Texas margin tax expense and related balance sheet amounts, including our income taxes payable to or receivable from Oncor Holdings and Oncor, are recorded as if Oncor Holdings and Oncor file their own corporate income tax returns. Our current amount receivable from Oncor Holdings and Oncor related to income taxes (included in net payables due to unconsolidated subsidiary) totaled $45 million and $34 million at March 31, 2013 and December 31, 2012, respectively. EFH Corp. received income tax payments from Oncor Holdings totaling $9 million for the three months ended March 31, 2013. EFH Corp. received no income tax payments from Oncor Holdings and Oncor for the three months ended March 31, 2012.

• Certain transmission and distribution utilities in Texas have tariffs in place to assure adequate credit worthiness of any REP to support the REP's obligation to collect securitization bond-related (transition) charges on behalf of the utility. Under these tariffs, as a result of TCEH's credit rating being below investment grade, TCEH is required to post collateral support in an amount equal to estimated transition charges over specified time periods. Accordingly, at March 31, 2013 and December 31, 2012, TCEH had posted letters of credit in the amount of $10 million and $11 million, respectively, for the benefit of Oncor.

• As a result of the pension plan actions discussed in Note 10, in December 2012, Oncor became the sponsor of a new pension plan (the Oncor Plan), the participants in which consist of all of Oncor's active employees and all retirees and terminated vested participants of EFH Corp. and its subsidiaries (including discontinued businesses). Oncor had previously contractually agreed to assume responsibility for pension and OPEB liabilities that are recoverable by Oncor under regulatory rate-setting provisions. As part of the pension plan actions, EFH Corp. fully funded the nonrecoverable pension liabilities under the Oncor Plan. After the pension plan actions, the remaining participants in the EFH Corp. pension plan consist of active employees under collective bargaining agreements (union employees). Oncor continues to be responsible for the recoverable portion of pension obligations to these union employees. EFH Corp. is the sponsor of the OPEB plan and remains liable for the majority of the OPEB plan obligations. Accordingly, EFH Corp.'s balance sheet reflects unfunded pension and OPEB liabilities related to plans that it sponsors, including recoverable and nonrecoverable amounts, but also reflects a receivable from Oncor for that portion of the unfunded liabilities for which Oncor is contractually responsible, substantially all of which is expected to be recovered in Oncor's rates. At both March 31, 2013 and December 31, 2012, the receivable amounts totaled $825 million, classified as noncurrent. Under ERISA, EFH Corp. and Oncor remain jointly and severally liable for the funding of the EFH Corp. and Oncor pension plans. We view the risk of the retained liability under ERISA related to the Oncor Plan to be not significant.

38

• Oncor and Texas Holdings agreed to the terms of a stipulation with major interested parties to resolve all outstanding issues in the PUCT review related to the Merger. As part of this stipulation, TCEH would be required to post a letter of credit in an amount equal to $170 million to secure its payment obligations to Oncor in the event, which has not occurred, two or more rating agencies downgrade Oncor's credit rating below investment grade.

12. SEGMENT INFORMATION

Our operations are aligned into two reportable business segments: Competitive Electric and Regulated Delivery. The segments are managed separately because they are strategic business units that offer different products or services and involve different risks.

The Competitive Electric segment is engaged in competitive market activities consisting of electricity generation, wholesale energy sales and purchases, commodity risk management and trading activities, and retail electricity sales to residential and business customers, all largely in Texas. These activities are conducted by TCEH.

The Regulated Delivery segment consists largely of our investment in Oncor. Oncor is engaged in regulated electricity transmission and distribution operations in Texas. These activities are conducted by Oncor, including its wholly owned bankruptcy-remote financing subsidiary. See Note 2 for discussion of the reporting of Oncor Holdings and, accordingly, the Regulated Delivery segment, as an equity method investment. See Note 11 for discussion of material transactions with Oncor, including payment to Oncor of electricity delivery fees, which are based on rates regulated by the PUCT.

Corporate and Other represents the remaining nonsegment operations consisting primarily of discontinued businesses, general corporate expenses and interest on EFH Corp. (parent entity), EFIH and EFCH debt.

The accounting policies of the business segments are the same as those described in the summary of significant accounting policies in Note 1 above and in Note 1 to Financial Statements in our 2012 Form 10-K. We evaluate performance based on net income (loss). We account for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices or regulated rates.

	Three Months Ended March 31,
	2013			2012
Operating revenues (all Competitive Electric)	$	1,260		$	1,222
Equity in earnings of unconsolidated subsidiaries (net of tax) — Regulated Delivery (net of noncontrolling interest of $17 and $15)	$	67		$	57
Net income (loss):
Competitive Electric	$	(547	)	$	(260	)
Regulated Delivery	67			57
Corporate and Other	(89		)	(101		)
Consolidated	$	(569	)	$	(304	)

39

13. SUPPLEMENTARY FINANCIAL INFORMATION

Other Income and Deductions

	Three Months Ended March 31,
	2013			2012
Other income:
Office space rental income (a)	$	3		$	3
Insurance/litigation settlements (b)	2			2
All other	3			2
Total other income	$	8		$	7
Other deductions:
Ongoing pension and OPEB expense related to discontinued businesses (a)	$	(1	)	$	3
All other	4			3
Total other deductions	$	3		$	6

____________

(a) Reported in Corporate and Other.

(b) Reported in Competitive Electric segment.

Interest Expense and Related Charges

	Three Months Ended March 31,
	2013			2012
Interest paid/accrued (including net amounts settled/accrued under interest rate swaps)	$	839		$	790
Accrued interest to be paid with additional toggle notes (Note 5)	41			57
Unrealized mark-to-market net gain on interest rate swaps (a)	(150		)	(114		)
Amortization of interest rate swap losses at dedesignation of hedge accounting	2			4
Amortization of fair value debt discounts resulting from purchase accounting	5			11
Amortization of debt issuance, amendment and extension costs and discounts	54			46
Capitalized interest	(7		)	(9		)
Total interest expense and related charges	$	784		$	785

____________

(a) Three months ended March 31, 2013 and 2012 amounts include net gains totaling $148 million and $110 million, respectively, related to TCEH swaps (see Note 5) and net gains totaling $2 million and $4 million, respectively, related to EFH Corp. swaps substantially closed through offsetting positions.

Restricted Cash

	March 31, 2013				December 31, 2012
	Current Assets		Noncurrent Assets		Current Assets		Noncurrent Assets
Amounts in escrow to settle TCEH Demand Notes (Note 11)	$	—	$	—	$	680	$	—
Amounts related to TCEH's Letter of Credit Facility (Note 5)	—		947		—		947
Other	4		—		—		—
Total restricted cash	$	4	$	947	$	680	$	947

40

Inventories by Major Category

	March 31, 2013		December 31, 2012
Materials and supplies	$	206	$	201
Fuel stock	176		168
Natural gas in storage	26		24
Total inventories	$	408	$	393

Other Investments

	March 31, 2013		December 31, 2012
Nuclear plant decommissioning trust	$	701	$	654
Assets related to employee benefit plans, including employee savings programs, net of distributions	70		70
Land	40		41
Miscellaneous other	3		2
Total other investments	$	814	$	767

Nuclear Decommissioning Trust — Investments in a trust that will be used to fund the costs to decommission the Comanche Peak nuclear generation plant are carried at fair value. Decommissioning costs are being recovered from Oncor's customers as a delivery fee surcharge over the life of the plant and deposited in the trust fund. Net gains and losses on investments in the trust fund are offset by a corresponding change in a receivable/payable that will ultimately be settled through changes in Oncor's delivery fees rates (see Note 11). A summary of investments in the fund follows:

	March 31, 2013
	Cost (a)		Unrealized gain		Unrealized loss			Fair market value
Debt securities (b)	$	252	$	15	$	(1	)	$	266
Equity securities (c)	247		198		(10		)	435
Total	$	499	$	213	$	(11	)	$	701

	December 31, 2012
	Cost (a)		Unrealized gain		Unrealized loss			Fair market value
Debt securities (b)	$	246	$	16	$	(1	)	$	261
Equity securities (c)	245		161		(13		)	393
Total	$	491	$	177	$	(14	)	$	654

____________

(a) Includes realized gains and losses on securities sold.

(b) The investment objective for debt securities is to invest in a diversified tax efficient portfolio with an overall portfolio rating of AA or above as graded by S&P or Aa2 by Moody's. The debt securities are heavily weighted with municipal bonds. The debt securities had an average coupon rate of 4.29% and 4.38% at March 31, 2013 and December 31, 2012, respectively, and an average maturity of 10 and 6 years at March 31, 2013 and December 31, 2012, respectively.

(c) The investment objective for equity securities is to invest tax efficiently and to match the performance of the S&P 500 Index.

Debt securities held at March 31, 2013 mature as follows: $76 million in one to five years, $64 million in five to ten years and $126 million after ten years.

41

The following table summarizes proceeds from sales of available-for-sale securities and the related realized gains and losses from such sales.

	Three Months Ended March 31,
	2013			2012
Realized gains	$	—		$	—
Realized losses	$	—		$	—
Proceeds from sales of securities	$	41		$	10
Investments in securities	$	(45	)	$	(14	)

Property, Plant and Equipment

At March 31, 2013 and December 31, 2012, property, plant and equipment of $18.5 billion and $18.7 billion, respectively, is stated net of accumulated depreciation and amortization of $7.2 billion and $6.9 billion, respectively.

Asset Retirement and Mining Reclamation Obligations

These liabilities primarily relate to nuclear generation plant decommissioning, land reclamation related to lignite mining, removal of lignite/coal-fueled plant ash treatment facilities and generation plant asbestos removal and disposal costs. There is no earnings impact with respect to changes in the nuclear plant decommissioning liability, as all costs are recoverable through the regulatory process as part of Oncor's delivery fees.

The following table summarizes the changes to these obligations, reported in other current liabilities and other noncurrent liabilities and deferred credits in the balance sheet, for the three months ended March 31, 2013:

	Nuclear Plant Decommissioning		Mining Land Reclamation and Other			Total
Liability at December 31, 2012	$	368	$	168		$	536
Additions:
Accretion	6		8			14
Reductions:
Payments	—		(25		)	(25		)
Liability at March 31, 2013	374		151			525
Less amounts due currently	—		(76		)	(76		)
Noncurrent liability at March 31, 2013	$	374	$	75		$	449

Other Noncurrent Liabilities and Deferred Credits

The balance of other noncurrent liabilities and deferred credits consists of the following:

	March 31, 2013		December 31, 2012
Uncertain tax positions (including accrued interest)	$	1,079	$	2,005
Retirement plan and other employee benefits (a)	1,038		1,035
Asset retirement and mining reclamation obligations	449		452
Unfavorable purchase and sales contracts	614		620
Nuclear decommissioning cost over-recovery (Note 11)	326		284
Other	54		30
Total other noncurrent liabilities and deferred credits	$	3,560	$	4,426

____________

(a) Includes $825 million at both March 31, 2013 and December 31, 2012, representing pension and OPEB liabilities related to Oncor (see Note 11).

42

The conclusion of all issues contested from the 1997 through 2002 IRS audit is expected to reduce the liability for uncertain tax positions by approximately $700 million with an offsetting decrease in deferred tax assets that arose largely from previous payments of alternative minimum taxes. Any cash income tax liability related to the conclusion of the 1997 through 2002 audit is expected to be immaterial. Approval from the Joint Committee on Taxation is expected to be received in the second quarter 2013.

The IRS audit for the years 2003 through 2006 was concluded in June 2011. The IRS proposed a significant number of adjustments to the originally filed returns for such years. The adjustments relate to one significant accounting method issue and other less significant issues. In March 2013, EFH Corp. and the IRS agreed on terms to resolve the disputed adjustments. In the first quarter 2013, we reduced the liability for uncertain tax positions to reflect the terms of the agreement, resulting in a $701 million reclassification to the accumulated deferred income tax liability and a net adjustment of $143 million ($84 million after tax), largely representing a reversal of accrued interest and reported as an increase in income tax benefit. Any cash income tax liability related to this agreement is expected to be immaterial. The agreement results in a reduction of net operating loss (NOL) carryforwards of approximately $4 billion generated through 2013, as well as a reduction of any remaining alternative minimum tax (AMT) credit carryforwards.

Unfavorable Purchase and Sales Contracts – The amortization of unfavorable purchase and sales contracts totaled $6 million and $7 million for the three months ended March 31, 2013 and 2012, respectively. See Note 3 for intangible assets related to favorable purchase and sales contracts.

The estimated amortization of unfavorable purchase and sales contracts for each of the next five fiscal years is as follows:

Year	Amount
2013	$	26
2014	$	25
2015	$	25
2016	$	25
2017	$	25

Supplemental Cash Flow Information

	Three Months Ended March 31,
	2013			2012
Cash payments (receipts) related to:
Interest paid (a)	$	731		$	546
Capitalized interest	(7		)	(9		)
Interest paid (net of capitalized interest) (a)	$	724		$	537
Income taxes	$	—		$	1
Noncash investing and financing activities:
Construction expenditures (b)	$	57		$	86
Debt exchange and extension transactions (Note 5)	$	(326	)	$	—

____________

(a) Net of interest received on interest rate swaps.

(b) Represents end-of-period accruals.

43

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2013 and 2012 should be read in conjunction with our condensed consolidated financial statements and the notes to those statements.

All dollar amounts in the tables in the following discussion and analysis are stated in millions of US dollars unless otherwise indicated.

Business

EFH Corp., a Texas corporation, is a Dallas-based holding company that conducts its operations principally through its TCEH and Oncor subsidiaries. EFH Corp. is a subsidiary of Texas Holdings, which is controlled by the Sponsor Group. EFCH is a holding company and a wholly-owned subsidiary of EFH Corp., and TCEH is a wholly-owned subsidiary of EFCH. TCEH is a holding company for subsidiaries engaged in competitive electricity market activities largely in Texas, including electricity generation, wholesale energy sales and purchases, commodity risk management and trading activities, and retail electricity sales. EFIH is a holding company and a wholly-owned subsidiary of EFH Corp. Oncor Holdings, a holding company and a wholly-owned subsidiary of EFIH, holds an approximately 80% equity interest in Oncor. Oncor is engaged in regulated electricity transmission and distribution operations in Texas. Oncor provides distribution services to REPs, including subsidiaries of TCEH, which sell electricity to residential, business and other consumers.

Various "ring-fencing" measures have been taken to enhance the credit quality of Oncor. See Notes 1 and 2 to Financial Statements for a discussion of the reporting of our investment in Oncor (and Oncor Holdings) as an equity method investment and a description of the "ring-fencing" measures implemented with respect to Oncor. These measures were put in place to further enhance Oncor's credit quality and mitigate Oncor's exposure to the Texas Holdings Group with the intent to minimize the risk that a court would order any of the assets and liabilities of the Oncor Ring-Fenced Entities to be substantively consolidated with those of any member of the Texas Holdings Group in the event any such member were to become a debtor in a bankruptcy case. We believe, as several major credit rating agencies have acknowledged, that the likelihood of such substantive consolidation of the Oncor Ring-Fenced Entities' assets and liabilities is remote in consideration of the ring-fencing measures and applicable law.

Operating Segments

We have aligned and report our business activities as two operating segments: the Competitive Electric segment and the Regulated Delivery segment. The Competitive Electric segment consists largely of TCEH. The Regulated Delivery segment consists largely of our investment in Oncor.

See Note 12 to Financial Statements for further information regarding reportable business segments.

Significant Activities and Events and Items Influencing Future Performance

See Note 1 to Financial Statements for discussion of TCEH liquidity and description of recent discussions with certain creditors. See Note 13 to Financial Statements for discussion of an agreement with the IRS in 2013 to resolve disputed adjustments related to the IRS audit for the years 2003 through 2006 and related accounting effects, and see “Financial Condition – Liquidity and Capital Resources – Income Tax Matters” for discussion of a private letter ruling we received from the IRS in April 2013 and the subsequent consummation of certain internal corporate transactions involving EFH Corp. and EFCH that resulted in the elimination of an excess loss account and a deferred intercompany gain.

44

Natural Gas Price Hedging Program and Other Hedging Activities — Because wholesale electricity prices in ERCOT have generally moved with natural gas prices, TCEH has a natural gas price hedging program designed to mitigate the effect of natural gas price changes on future electricity revenues. Under the program, we have entered into market transactions involving natural gas-related financial instruments, and at March 31, 2013, have effectively sold forward approximately 310 million MMBtu of natural gas (equivalent to the natural gas exposure of approximately 36,000 GWh at an assumed 8.5 market heat rate) at weighted average annual hedge prices as shown in the table below. Volumes and hedge values associated with the natural gas price hedging program are inclusive of offsetting purchases entered into to take into account new wholesale and retail electricity sales contracts and avoid over-hedging. This activity results in both commodity contract asset and liability balances pending the maturity and settlement of the offsetting transactions.

Taking together forward wholesale and retail electricity sales with the natural gas positions in the hedging program, we have effectively hedged an estimated 94% and 43% of the price exposure, on a natural gas equivalent basis, related to TCEH's expected generation output for 2013 and 2014, respectively (assuming an 8.5 market heat rate). The natural gas positions were entered into with the continuing expectation that wholesale electricity prices in ERCOT will generally move with prices of natural gas, which we expect to be the marginal fuel for the purpose of setting electricity prices generally 70% to 90% of the time in the ERCOT market. If the relationship changes in the future, the cash flows targeted under the natural gas price hedging program may not be achieved.

The company has entered into related put and call transactions (referred to as collars), primarily for 2014, that effectively hedge natural gas prices within a range. These transactions represented 49% of the positions in the natural gas price hedging program at March 31, 2013, with the approximate weighted average strike prices under the collars being a floor of $7.80 per MMBtu and a ceiling of $11.75 per MMBtu.

The following table summarizes the natural gas positions in the hedging program at March 31, 2013:

	Measure	Balance 2013 (a)	2014	Total
Natural gas hedge volumes (b)	mm MMBtu	~163	~146	~309
Weighted average hedge price (c)	$/MMBtu	~6.89	~7.80	—
Average market price (d)	$/MMBtu	~4.12	~4.23	—
Realization of hedge gains (e)	$ billions	~$0.7	~$0.5	~$1.2

___________

(a) Balance of 2013 is from April 1, 2013 through December 31, 2013.

(b) Where collars are reflected, the volumes are based on the notional position of the derivatives to represent protection against downward price movements. The notional volumes for collars are approximately 150 million MMBtu, which corresponds to a delta position of approximately 146 million MMBtu in 2014.

(c) Weighted average hedge prices are based on prices of positions in the natural gas price hedging program (excluding offsetting purchases to avoid over-hedging). Where collars are reflected, sales price represents the collar floor price.

(d) Based on NYMEX Henry Hub prices.

(e) Based on cumulative unrealized mark-to-market gain at March 31, 2013.

Changes in the fair value of the instruments in the natural gas price hedging program are recorded as unrealized gains and losses in net gain (loss) from commodity hedging and trading activities in the statement of income, which has and could continue to result in significant volatility in reported net income. Based on the size of the natural gas price hedging program at March 31, 2013, a $1.00/MMBtu change in natural gas prices across the hedged period would result in the recognition of up to approximately $310 million in pretax unrealized mark-to-market gains or losses.

The natural gas price hedging program has resulted in reported net gains (losses) as follows:

	Three Months Ended March 31,
	2013			2012
Realized net gain	$	256		$	513
Unrealized net loss including reversals of previously recorded amounts related to positions settled	(366		)	(129		)
Total	$	(110	)	$	384

45

The cumulative unrealized mark-to-market net gain related to positions in the natural gas price hedging program totaled $1.218 billion and $1.584 billion at March 31, 2013 and December 31, 2012, respectively. The decline was driven by settlement of maturing positions and increases in forward natural gas prices.

Given the volatility of natural gas prices, it is not possible to predict future reported unrealized mark-to-market gains or losses and the actual gains or losses that will ultimately be realized upon settlement of the hedge positions in the future. If natural gas prices at settlement are lower than the prices of the hedge positions, the hedges are expected to mitigate the otherwise negative effect on earnings of lower wholesale electricity prices. However, if natural gas prices at settlement are higher than the prices of the hedge positions, the hedges are expected to dampen the otherwise positive effect on earnings of higher wholesale electricity prices and will in this context be viewed as having resulted in an opportunity cost.

The significant cumulative unrealized mark-to-market net gain related to positions in the natural gas price hedging program reflects the sustained decline in forward market natural gas prices as presented in the table below. Forward natural gas prices have generally trended downward over the past several years. While the natural gas price hedging program is designed to mitigate the effect on earnings of low wholesale electricity prices, depressed forward natural gas prices are challenging to our liquidity and the long-term profitability of EFH Corp.'s competitive businesses. Specifically, low natural gas prices and their effect in ERCOT on wholesale electricity prices could have a material impact on our liquidity and TCEH's overall profitability for periods in which TCEH does not have significant hedge positions. See Note 1 to Financial Statements.

	Forward Market Prices for Calendar Year ($/MMBtu) (a)
Date	2013 (b)		2014		2015		2016
December 31, 2008	$	7.15	$	7.15	$	7.21	$	7.30
December 31, 2009	$	6.67	$	6.84	$	7.05	$	7.24
December 31, 2010	$	5.33	$	5.49	$	5.64	$	5.79
December 31, 2011	$	3.94	$	4.34	$	4.60	$	4.85
March 31, 2012	$	3.47	$	3.96	$	4.26	$	4.51
June 30, 2012	$	3.58	$	3.95	$	4.13	$	4.29
September 30, 2012	$	3.84	$	4.18	$	4.37	$	4.55
December 31, 2012	$	3.54	$	4.03	$	4.23	$	4.42
March 31, 2013	$	4.12	$	4.23	$	4.30	$	4.38

___________

(a) Based on NYMEX Henry Hub prices.

(b) For March 31, 2013, natural gas prices for 2013 represent the average of forward prices for April through December.

The following sensitivity table provides estimates of the potential impact (in $ millions) of movements in natural gas and certain other commodity prices and market heat rates on realized pretax earnings for the periods presented. The estimates related to price sensitivity are based on TCEH's unhedged position and forward prices at March 31, 2013, which for natural gas reflects estimates of electricity generation less amounts hedged through the natural gas price hedging program and amounts under existing wholesale and retail sales contracts. On a rolling basis, generally twelve-months, the substantial majority of retail sales under month-to-month arrangements are deemed to be under contract.

	Balance 2013 (a)	2014	2015
$1.00/MMBtu change in natural gas price (b)	$ ~20	$ ~260	$ ~475
0.1/MMBtu/MWh change in market heat rate (c)	$ ~4	$ ~30	$ ~35
$1.00/gallon change in diesel fuel price	$ ~6	$ ~40	$ ~50

___________

(a) Balance of 2013 is from May 1, 2013 through December 31, 2013.

(b) Assumes conversion of electricity positions based on an approximate 8.5 market heat rate with natural gas generally being on the margin 70% to 90% of the time in the ERCOT market (i.e., when coal is forecast to be on the margin, no natural gas position is assumed to be generated). Excludes the impact of economic backdown.

(c) Based on Houston Ship Channel natural gas prices at March 31, 2013.

46

TCEHInterest Rate Swap Transactions — TCEH employs interest rate swaps to hedge exposure to its variable rate debt. As reflected in the table below, as of March 31, 2013, TCEH has entered into the following series of interest rate swap transactions that effectively fix the interest rates at between 5.5% and 9.3%.

Fixed Rates				Expiration Dates	Notional Amount
5.5	%	-	9.3%	September 2013 through October 2014		$	18.265	billion (a)
6.8	%	-	9.0%	October 2015 through October 2017		$	12.600	billion (b)

___________

(a) Swaps related to an aggregate $600 million principal amount of debt expired in 2013. Per the terms of the transactions, the notional amount of swaps entered into in 2011 grew by $405 million in 2013, substantially offsetting the expired swaps.

(b) These swaps are effective from October 2014 through October 2017. The $12.6 billion notional amount of swaps includes $3 billion that expires in October 2015 with the remainder expiring in October 2017.

We may enter into additional interest rate hedges from time to time.

TCEH has also entered into interest rate basis swap transactions that further reduce the fixed borrowing costs achieved through the interest rate swaps. Basis swaps in effect at March 31, 2013 totaled $11.967 billion notional amount. The basis swaps relate to debt outstanding through 2014.

The interest rate swaps have resulted in net losses reported in interest expense and related charges as follows:

	Three Months Ended March 31,
	2013			2012
Realized net loss	$	(151	)	$	(168	)
Unrealized net gain	148			110
Total	$	(3	)	$	(58	)

The cumulative unrealized mark-to-market net liability related to all TCEH interest rate swaps totaled $1.917 billion and $2.065 billion at March 31, 2013 and December 31, 2012, respectively, of which $62 million and $65 million (both pretax), respectively, were reported in accumulated other comprehensive income. These fair values can change materially as market conditions change, which could result in significant volatility in reported net income. For example, at March 31, 2013, a one percent change in interest rates would result in an increase or decrease of approximately $625 million in our cumulative unrealized mark-to-market net liability.

First-Lien Security for Natural Gas Hedging Program and Interest Rate Swaps — Approximately 85% of the positions in the natural gas price hedging program and all of the TCEH interest rate swaps are secured by a first-lien interest in the assets of TCEH on a pari passu basis with the TCEH Senior Secured Facilities and the TCEH Senior Secured Notes. Certain entities are counterparties to both our natural gas hedge program positions and our interest rate swaps and have entered into master agreements that provide for netting and setoff of amounts related to these positions. At March 31, 2013, our net liability positions related to these counterparties together with liability positions related to entities that are counterparties to only our interest rate swaps totaled approximately $1.3 billion. This amount is not expected to change materially through 2013 assuming market values do not change significantly.

47

Liability Management Program — At March 31, 2013, EFH Corp. and its consolidated subsidiaries had $38.3 billion principal amount of long-term debt outstanding. In October 2009, we implemented a liability management program designed to reduce debt, capture debt discount and extend debt maturities through debt exchanges, repurchases and extensions. Activities under the liability management program do not include debt issued by Oncor or its subsidiaries.

Amendments to the TCEH Senior Secured Facilities completed in April 2011 and January 2013 resulted in the extension of $16.4 billion in loan maturities under the TCEH Term Loan Facilities and the TCEH Letter of Credit Facility from October 2014 to October 2017 and $2.05 billion of commitments under the TCEH Revolving Credit Facility from October 2013 to October 2016.

Other liability management activities since October 2009 include debt exchange, issuance and repurchase activities as follows:

Security (except where noted, debt amounts are principal amounts)	Debt Acquired (a)		Debt Issued/Cash Paid
EFH Corp. 10.875% Notes due 2017	$	1,967	$	—
EFH Corp. Toggle Notes due 2017	3,126		53
EFH Corp. 5.55% Series P Senior Notes due 2014	910		—
EFH Corp. 6.50% Series Q Senior Notes due 2024	549		—
EFH Corp. 6.55% Series R Senior Notes due 2034	459		—
TCEH 10.25% Notes due 2015	1,875		—
TCEH Toggle Notes due 2016	751		—
TCEH Senior Secured Facilities due 2013 and 2014	1,623		—
EFH Corp. and EFIH 9.75% Notes due 2019	252		256
EFH Corp 10% Notes due 2020	1,058		561
EFIH 11% Notes due 2021	—		406
EFIH 10% Notes due 2020	—		3,482
EFIH Toggle Notes due 2018	—		1,392
TCEH 15% Notes due 2021	—		1,221
TCEH 11.5% Notes due 2020 (b)	—		1,604
Cash paid, including use of proceeds from debt issuances in 2010 (c)	—		1,062
Total	$	12,570	$	10,037

____________

(a) Includes an aggregate $2.228 billion principal amount of these securities held by EFH Corp. and EFIH, including $564 million of EFH Corp. debt held by EFH Corp. All other debt acquired has been canceled.

(b) Excludes from the $1.750 billion principal amount $12 million in debt discount and $134 million in proceeds used for transaction costs related to the issuance of these notes and the amendment and extension of the TCEH Senior Secured Facilities. All other proceeds were used to repay borrowings under the TCEH Senior Secured Facilities, and the remaining transaction costs were funded with cash on hand.

(c) Includes $100 million of the proceeds from the January 2010 issuance of $500 million principal amount of EFH Corp. 10% Notes due 2020 and $290 million of the proceeds from the October 2010 issuance of $350 million principal amount of TCEH 15% Senior Secured Second Lien Notes due 2021. The total $390 million of proceeds was used to repurchase debt.

In January 2013, EFIH issued $1.391 billion principal amount of debt in exchange for $1.266 billion principal amount of EFH Corp. debt and $139 million principal amount of EFIH debt. See Note 5 to Financial Statements for discussion of these and other debt-related transactions and Note 1 to Financial Statements regarding "Liquidity Considerations" and "Discussions with Creditors." Since inception, the transactions in the liability management program have resulted in the capture of $2.5 billion of debt discount and the extension of approximately $25.7 billion of debt maturities to 2017-2021.

EFH Corp. and its subsidiaries (other than Oncor Holdings and its subsidiaries) continue to consider and evaluate possible transactions and initiatives to address their highly leveraged balance sheets and significant cash interest requirements and will likely from time to time enter into discussions with their lenders and bondholders with respect to such transactions and initiatives. These transactions and initiatives may include, among others, debt for debt exchanges, recapitalizations, amendments to and extensions of debt obligations and debt for equity exchanges or conversions, including exchanges or conversions of debt of EFCH and TCEH into equity of EFH Corp., EFCH, TCEH and/or any of their subsidiaries.

48

In evaluating whether to undertake any liability management transaction, we will take into account liquidity requirements, prospects for future access to capital, contractual restrictions, tax consequences, the market price and maturity dates of our outstanding debt, potential transaction costs and other factors. Any liability management transaction, including any refinancing or extension, may occur on a stand-alone basis or in connection with, or immediately following, other liability management transactions.

Recent EPA Actions — See Note 6 for discussion of the CSAPR and other EPA actions as well as related litigation.

Mercury and Air Toxics Standard — In December 2011, the EPA finalized a rule called the Mercury and Air Toxics Standard (MATS). MATS regulates the emissions of mercury, nonmercury metals, hazardous organic compounds and acid gases. Any additional control equipment retrofits on our lignite/coal-fueled generation units required to comply with MATS as finalized would need to be installed within three to four years from the April 2012 effective date of the rule. In April 2012, we filed a petition for review of MATS in the D.C. Circuit Court. Certain states and industry participants have also filed petitions for review in the D.C. Circuit Court. We cannot predict the timing or outcome of the D.C. Circuit Court's review of these petitions. In November 2012, the EPA proposed revised standards for new coal-fired generation units and other minor changes to MATS, including changes to the work practice standards affecting all units. In March 2013, the EPA finalized the revised standards for new coal-fired units and certain other minor changes but did not address the work practice standards. The EPA is expected to address these standards in a later rulemaking. We cannot predict the outcome of this rulemaking.

Regional Haze — SO₂ and NO_X reductions required under the proposed regional haze/visibility rule (or so-called BART rule) only apply to units built between 1962 and 1977. The reductions are required either on a unit-by-unit basis or by state participation in an EPA-approved regional trading program such as the CAIR. In February 2009, the TCEQ submitted a State Implementation Plan (SIP) concerning regional haze to the EPA, which we believe would not have a material impact on our generation facilities. In December 2011, the EPA proposed a limited disapproval of the SIP due to its reliance on the CAIR and a Federal Implementation Plan for Texas providing that the inclusion in the CSAPR programs meets the regional haze requirements for SO₂ and NO_X reductions. In June 2012, the EPA finalized the limited disapproval of the Texas regional haze SIP, but did not finalize a Federal Implementation Plan for Texas. We cannot predict whether or when the EPA will finalize a Federal Implementation Plan for Texas regarding regional haze or its impact on our results of operations, liquidity or financial condition. In August 2012, we filed a petition for review in the US Court of Appeals for the Fifth Circuit (Fifth Circuit Court) challenging the EPA's limited disapproval of the Texas regional haze SIP on the grounds that the CAIR continued in effect pending the D.C. Circuit Court's decision in the CSAPR litigation. In September 2012, we filed a petition to intervene in a case filed by industry groups and other states and private parties in the D.C. Circuit Court challenging the EPA's limited disapproval and issuance of Federal Implementation Plans regarding regional haze. These cases were held in abeyance pending completion of the CSAPR rehearing proceeding described in Note 6 to Financial Statements. We cannot predict when or how the Fifth Circuit Court or the D.C. Circuit Court will rule on these petitions.

Financial Services Reform Legislation — In July 2010, the US Congress enacted financial reform legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Financial Reform Act). The primary purposes of the Financial Reform Act are, among other things: to address systemic risk in the financial system; to establish a Bureau of Consumer Financial Protection with broad powers to enforce consumer protection laws and promulgate rules against unfair, deceptive or abusive practices; to enhance regulation of the derivatives markets, including the requirement for central clearing of over-the-counter derivative instruments and additional capital and margin requirements for certain derivative market participants and to implement a number of new corporate governance requirements for companies with listed or, in some cases, publicly-traded securities. While the legislation is broad and detailed, a few key rulemaking decisions remain to be made by federal governmental agencies to fully implement the Financial Reform Act.

Title VII of the Financial Reform Act provides for the regulation of the over-the-counter (OTC) derivatives (Swaps) market. The Financial Reform Act generally requires OTC derivatives (including the types of asset-backed OTC derivatives that we use to hedge risks associated with commodity and interest rate exposure) to be cleared by a derivatives clearing organization. However, under the end-user clearing exemption, entities are exempt from these clearing requirements if they (i) are not "Swap Dealers" or "Major Swap Participants" and (ii) use Swaps to hedge or mitigate commercial risk. Existing swaps are grandfathered from the clearing requirements. The legislation mandates significant compliance requirements for any entity that is determined to be a Swap Dealer or Major Swap Participant and additional reporting and recordkeeping requirements for all entities that participate in the derivative markets.

49

In May 2012, the CFTC published its final rule defining the terms Swap Dealer and Major Swap Participant. Additionally, in July 2012, the CFTC approved the final rules defining the term Swap and the end-user clearing exemption. The definition of the term Swap and the Swap Dealer/Major Swap Participant rule became effective in October 2012. Accordingly, we are required to assess our activity to determine if we will be required to register as a Swap Dealer or Major Swap Participant. Based on our assessment, we are not a Swap Dealer or Major Swap Participant.

The reporting requirements for entities that are not Swap Dealers or Major Swap Participants became effective in April 2013. However, in April 2013, the US Commodity Futures Trading Commission (CFTC) issued a no action letter that precluded any enforcement action on the reporting of Swaps for entities that are not Swap Dealers or Major Swap Participants until August 2013. We are prepared to meet the reporting requirement.

In September 2012, the District Court for the District of Columbia issued an order that vacated and remanded to the CFTC its Position Limit Rule (PLR), which would have been effective in October 2012. The PLR provided for specific position limits related to 28 Core Referenced Futures Contracts, including the NYMEX Henry Hub Natural Gas Futures Contract, the NYMEX Light Sweet Crude Oil Futures Contract and the NYMEX New York Harbor No. 2 Heating Oil Futures Contract. If the PLR had been approved by the court, we would have been required to comply with the portion of the PLR applicable to the contracts noted above, which would result in increased monitoring and reporting requirements. We cannot predict when, or in what form, the CFTC will change the PLR.

The Financial Reform Act also requires the posting of cash collateral for uncleared swaps. Because these cash collateral requirements are unclear as to whether an end-user or its counterparty (e.g., swap dealer) is required to post cash collateral, there is a risk that the cash collateral requirement could be used to effectively negate the end-user clearing exemption. The final rule for margin requirements has not been issued. However, the legislative history of the Financial Reform Act suggests that it was not Congress' intent to require end-users to post cash collateral with respect to swaps. If we were required to post cash collateral on our swap transactions with swap dealers, our liquidity would likely be materially impacted, and our ability to enter into OTC derivatives to hedge our commodity and interest rate risks would be significantly limited.

Sunset Review — Sunset review is the regular assessment of the continuing need for a state agency to exist, and is grounded in the premise that an agency will be abolished unless legislation is passed to continue its functions. On a specified time schedule, the Texas Sunset Advisory Commission (Sunset Commission) closely reviews each agency and recommends action on each agency to the Texas Legislature, which action may include modifying or even abolishing the agency. The PUCT and the RRC are subject to review by the Sunset Commission in 2013. In 2011, the Texas Legislature extended the authority of the RRC and the PUCT until 2013. In 2013, the RRC will undergo a full sunset review, and the PUCT will undergo a limited sunset review. We cannot predict the outcome of the sunset review process.

Oncor Matters with the PUCT —Competitive Renewable Energy Zones (CREZs) — In 2009, the PUCT awarded Oncor CREZ construction projects (PUCT Docket Nos. 35665 and 37902) requiring 14 related Certificate of Convenience and Necessity (CCN) amendment proceedings before the PUCT for 17 projects. All 17 projects and 14 CCN amendments have been approved by the PUCT. The projects involve the construction of transmission lines and stations to support the transmission of electricity from renewable energy sources, principally wind generation facilities, in the western part of Texas to population centers in the eastern part of Texas. In addition to these projects, ERCOT completed a study in December 2010 that will result in Oncor and other transmission service providers building additional facilities to provide further voltage support to the transmission grid as a result of CREZ. Oncor currently estimates, based on these additional voltage support facilities and the approved routes and stations for its awarded CREZ projects, that CREZ construction costs will total approximately $2.0 billion. CREZ-related costs could change based on finalization of costs for the additional voltage support facilities and final detailed designs of subsequent project routes. At March 31, 2013, Oncor's cumulative CREZ-related capital expenditures totaled $1.627 billion, including $167 million in 2013. Oncor expects that all necessary permitting actions and other requirements and all line and station construction activities for Oncor's CREZ construction projects will be completed by the end of 2013. Additional voltage support projects are expected to be completed by early 2014, with the exception of one series capacitor project that is scheduled to be completed in December 2015.

Transmission Cost Recovery and Rates(PUCT Docket Nos. 41002 and 40451)—In order to reflect increases or decreases in its wholesale transmission costs, including fees paid to other transmission service providers, Oncor is required to file an update to the transmission cost recovery factor (TCRF) component of its retail delivery rates charged to REPs twice a year. In November 2012, Oncor filed an application to update the TCRF, which became effective March 1, 2013. This application was designed to reduce Oncor's billings for the period from March 2013 through August 2013 by $47 million. In June 2012, Oncor filed an application to update the TCRF, which became effective in September 2012. This application was designed to increase Oncor's billings for the period from September 2012 through February 2013 by $129 million.

50

Transmission Interim Rate Update Applications(PUCT Docket No. 41166)—In order to reflect changes in its invested transmission capital, PUCT rules allow Oncor to update its transmission cost of service (TCOS) rates by filing up to two interim TCOS rate adjustments in a calendar year. The TCOS rate is charged directly to third-party wholesale transmission providers benefiting from Oncor's transmission system and, through the TCRF component of Oncor's delivery rates, to REPs with retail customers in Oncor's service territory. In January 2013, Oncor filed an application for an interim update of its TCOS rate. The new rate was approved by the PUCT and became effective in March 2013. Oncor's annualized revenues increased by an estimated $27 million with approximately $17 million of this increase recoverable through transmission costs charged to wholesale customers and $10 million recoverable from REPs through the TCRF component of Oncor's delivery rates.

Summary—We cannot predict future regulatory or legislative actions or any changes in economic and securities market conditions. Such actions or changes could significantly affect our results of operations, liquidity or financial condition.

51

RESULTS OF OPERATIONS

Consolidated Financial Results – Three Months Ended March 31, 2013 Compared to Three Months Ended Ended March 31, 2012

See comparison of results of the Competitive Electric segment for discussion of variances in: operating revenues; fuel, purchased power costs and delivery fees; net gain (loss) from commodity hedging and trading activities; operating costs; depreciation and amortization; SG&A expenses and franchise and revenue-based taxes.

See Note 13 to Financial Statements for details of other income and deductions.

Interest expense and related charges decreased $1 million to $784 million in 2013. The decrease was driven by higher unrealized mark-to-market net gains on interest rate swaps, offset by higher interest paid/accrued reflecting issuances of EFIH Notes in 2012.

Income tax benefit totaled $475 million and $180 million in 2013 and 2012, respectively. The effective rate was 42.8% and 33.3% in 2013 and 2012, respectively. The increase in the effective rate reflected the favorable resolution of a certain income tax position, as discussed in Note 13 to Financial Statements, including an $84 million net adjustment largely related to a reversal of accrued interest.

Equity in earnings of our Oncor Holdings unconsolidated subsidiary (net of tax) increased $10 million to $67 million in 2013. Oncor's results included a $10 million favorable tax effect due to resolution of certain income tax positions. Higher earnings at Oncor due to higher transmission revenue rates and the effect of colder (more normal) weather and growth in points of delivery on revenues was offset by higher depreciation and lower interest income. See Note 2 to Financial Statements.

Net loss increased $265 million to $569 million in 2013.

• Net loss in the Competitive Electric segment increased $287 million to $547 million.

• Earnings from the Regulated Delivery segment increased $10 million to $67 million as discussed above.

• After-tax net expenses from Corporate and Other activities totaled $89 million and $101 million in 2013 and 2012, respectively. The amounts in 2013 and 2012 include recurring interest expense on outstanding debt, as well as corporate general and administrative expenses.

Non-GAAP Earnings Measures

In communications with investors, we use a non-GAAP earnings measure that reflects adjustments to earnings reported in accordance with US GAAP in order to review and analyze underlying operating performance. These adjustments, which are generally noncash, consist of unrealized mark-to-market gains and losses, impairment charges, debt extinguishment gains and other charges, credits or gains that are unusual or nonrecurring. All such items and related amounts are disclosed in our annual report on Form 10-K and quarterly reports on Form 10-Q. Our communications with investors also reference "Adjusted EBITDA," which is a non-GAAP measure used in calculation of ratios in covenants of certain of our debt securities (see "Financial Condition − Liquidity and Capital Resources − Financial Covenants, Credit Rating Provisions and Cross Default Provisions" below).

52

Competitive Electric Segment

Financial Results

	Three Months Ended March 31,
	2013			2012
Operating revenues	$	1,260		$	1,222
Fuel, purchased power costs and delivery fees	(636		)	(628		)
Net gain (loss) from commodity hedging and trading activities	(197		)	368
Operating costs	(229		)	(207		)
Depreciation and amortization	(344		)	(330		)
Selling, general and administrative expenses	(158		)	(155		)
Franchise and revenue-based taxes	(17		)	(19		)
Other income	4			3
Other deductions	(3		)	(3		)
Interest income	4			17
Interest expense and related charges	(621		)	(655		)
Loss before income taxes	(937		)	(387		)
Income tax benefit	390			127
Net loss	$	(547	)	$	(260	)

53

Competitive Electric Segment

Sales Volume and Customer Count Data

	Three Months Ended March 31,				% Change
	2013		2012
Sales volumes:
Retail electricity sales volumes – (GWh):
Residential	4,605		4,660		(1.2	)%
Small business (a)	1,190		1,338		(11.1	)%
Large business and other customers	2,318		2,450		(5.4	)%
Total retail electricity	8,113		8,448		(4.0	)%
Wholesale electricity sales volumes (b)	9,069		8,813		2.9	%
Total sales volumes	17,182		17,261		(0.5	)%
Average volume (kilowatt-hours) per residential customer (c)	2,964		2,887		2.7	%
Weather (North Texas average) – percent of normal (d):
Heating degree days	93.5	%	77.5	%	20.6	%
Customer counts:
Retail electricity customers (end of period and in thousands) (e):
Residential	1,546		1,603		(3.6	)%
Small business (a)	176		179		(1.7	)%
Large business and other customers	18		17		5.9	%
Total retail electricity customers	1,740		1,799		(3.3	)%

____________

(a) Customers with demand of less than 1 MW annually.

(b) Includes net amounts related to sales and purchases of balancing energy in the "real-time market."

(c) Calculated using average number of customers for the period.

(d) Weather data is obtained from Weatherbank, Inc., an independent company that collects and archives weather data from reporting stations of the National Oceanic and Atmospheric Administration (a federal agency under the US Department of Commerce). Normal is defined as the average over the 10-year period from 2000 to 2010.

(e) Based on number of meters. Typically, large business and other customers have more than one meter; therefore, number of meters does not reflect the number of individual customers.

54

Competitive Electric Segment

Revenue and Commodity Hedging and Trading Activities

	Three Months Ended March 31,						% Change
	2013			2012
Operating revenues:
Retail electricity revenues:
Residential	$	597		$	578		3.3	%
Small business (a)	157			175			(10.3	)%
Large business and other customers	161			174			(7.5	)%
Total retail electricity revenues	915			927			(1.3	)%
Wholesale electricity revenues (b) (c)	275			230			19.6	%
Amortization of intangibles (d)	5			4			25.0	%
Other operating revenues	65			61			6.6	%
Total operating revenues	$	1,260		$	1,222		3.1	%
Net gain (loss) from commodity hedging and trading activities:
Realized net gains on settled positions	$	296		$	524		(43.5	)%
Unrealized net losses	(493		)	(156		)	—	%
Total	$	(197	)	$	368		—	%

____________

(a) Customers with demand of less than 1 MW annually.

(b) Upon settlement of physical derivative commodity contracts, such as certain electricity sales and purchase agreements and coal purchase contracts, that we mark-to-market in net income, wholesale electricity revenues and fuel and purchased power costs are reported at approximated market prices, as required by accounting rules, instead of the contract price. As a result, these line item amounts include a noncash component, which we deem "unrealized." (The offsetting differences between contract and market prices are reported in net gain (loss) from commodity hedging and trading activities.) These amounts are as follows:

	Three Months Ended March 31,
	2013			2012
Reported in revenues	$	(1	)	$	(2	)
Reported in fuel and purchased power costs	7			6
Net gain	$	6		$	4

(c) Includes net amounts related to sales and purchases of balancing energy in the "real-time market."

(d) Represents amortization of the intangible net asset value of retail and wholesale power sales agreements resulting from purchase accounting.

55

Competitive Electric Segment

Production, Purchased Power and Delivery Cost Data

	Three Months Ended March 31,						% Change
	2013			2012
Fuel, purchased power costs and delivery fees ($ millions):
Fuel for nuclear facilities	$	44		$	47		(6.4	)%
Fuel for lignite/coal facilities	194			174			11.5	%
Total nuclear and lignite/coal facilities	238			221			7.7	%
Fuel for natural gas facilities and purchased power costs (a)	53			71			(25.4	)%
Amortization of intangibles (b)	10			12			(16.7	)%
Other costs	49			45			8.9	%
Fuel and purchased power costs	350			349			0.3	%
Delivery fees (c)	286			279			2.5	%
Total	$	636		$	628		1.3	%
Fuel and purchased power costs (which excludes generation facilities operating costs) per MWh:
Nuclear facilities	$	8.48		$	8.77		(3.3	)%
Lignite/coal facilities (d)	$	20.78		$	20.35		2.1	%
Natural gas facilities and purchased power (e)	$	46.01		$	43.25		6.4	%
Delivery fees per MWh	$	35.08		$	32.93		6.5	%
Production and purchased power volumes (GWh):
Nuclear facilities	5,231			5,338			(2.0	)%
Lignite/coal facilities (f)	11,286			10,693			5.5	%
Total nuclear and lignite/coal facilities	16,517			16,031			3.0	%
Natural gas facilities	55			142			(61.3	)%
Purchased power (g)	610			1,088			(43.9	)%
Total energy supply volumes	17,182			17,261			(0.5	)%
Capacity factors:
Nuclear facilities	105.3		%	106.3		%	(0.9	)%
Lignite/coal facilities (f)	65.2		%	61.1		%	6.7	%
Total	74.2		%	71.2		%	4.2	%

____________

(a) See note (b) to the "Revenue and Commodity Hedging and Trading Activities" table on previous page.

(b) Represents amortization of the intangible net asset values of emission credits, coal purchase contracts, nuclear fuel contracts and power purchase agreements and the stepped up value of nuclear fuel resulting from purchase accounting.

(c) Includes delivery fee charges from Oncor.

(d) Includes depreciation and amortization of lignite mining assets, which is reported in the depreciation and amortization expense line item, but is part of overall fuel costs and excludes unrealized amounts as discussed in footnote (b) to the "Revenue and Commodity Hedging and Trading Activities" table on previous page.

(e) Excludes volumes related to line loss and power imbalances and unrealized amounts referenced in footnote (d) immediately above.

(f) Includes the estimated effects of economic backdown (including seasonal operations) of lignite/coal-fueled units totaling 4,350 GWh and 2,920 GWh for the three months ended March 31, 2013 and 2012, respectively.

(g) Includes amounts related to line loss and power imbalances.

56

Competitive Electric Segment – Financial Results — Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012

Operating revenues increased $38 million, or 3%, to $1.260 billion in 2013.

Retail electricity revenues decreased $12 million, or 1%, to $915 million reflecting a $37 million decline in sales volumes partially offset by $25 million in higher average prices. Sales volumes fell 4% driven by declines in business markets. Business market volumes were lower reflecting changes in customer mix and lower small business customer counts driven by competitive activity. A 4% decline in residential customer counts was substantially offset by higher average usage driven by colder winter weather. Overall average retail pricing increased 3% driven by residential markets and due in part to higher delivery fees incurred.

Wholesale electricity revenues increased $45 million, or 20%, to $275 million in 2013 driven by higher average prices, which reflected higher natural gas prices, and a 3% increase in sales volumes reflecting higher demand driven by the effects of colder winter weather and higher available generation due to lower unplanned outages.

Fuel, purchased power costs and delivery fees increased $8 million, or 1%, to $636 million in 2013. Lignite/coal fuel costs increased $20 million reflecting higher consumption, increased western coal in fuel blend and higher average lignite costs, partially offset by lower western coal prices and transportation costs. Delivery fees increased $7 million reflecting higher rates, partially offset by lower retail volumes. Purchased power costs decreased $13 million driven by lower purchased power volumes. Natural gas fuel costs decreased $5 million reflecting a decrease in generation volumes.

A 6% increase in lignite/coal-fueled production was driven by fewer unplanned outage days in 2013, while nuclear-fueled production decreased 2% reflecting a refueling outage in 2013.

Following is an analysis of amounts reported as net gain (loss) from commodity hedging and trading activities, which totaled $197 million in net losses and $368 million in net gains for the three months ended March 31, 2013 and 2012, respectively, and is largely reflective of the natural gas price hedging program discussed above under "Significant Activities and Events and Items Influencing Future Performance – Natural Gas Price Hedging Program and Other Hedging Activities":

	Three Months Ended March 31, 2013
	Net Realized Gains		Net Unrealized Losses			Total
Hedging positions	$	295	$	(481	)	$	(186	)
Trading positions	1		(12		)	(11		)
Total	$	296	$	(493	)	$	(197	)

	Three Months Ended March 31, 2012
	Net Realized Gains		Net Unrealized Gains (Losses)			Total
Hedging positions	$	514	$	(181	)	$	333
Trading positions	10		25			35
Total	$	524	$	(156	)	$	368

While unrealized losses were recorded in both 2013 and 2012 to reverse previously recorded gains on positions settled in the periods, the effect of increases in forward natural gas prices in 2013 compared to decreases in 2012 resulted in the increase in unrealized losses in 2013.

Unrealized gains and losses that are related to physical derivative commodity contracts and are reported as revenues and purchased power costs, as required by accounting rules, totaled $6 million and $4 million in net gains in 2013 and 2012, respectively (as discussed in footnote (b) to the "Revenue and Commodity Hedging and Trading Activities" table above).

Operating costs increased $22 million, or 11%, to $229 million in 2013. The increase reflected $13 million in higher costs primarily for timing and scope of maintenance performed during outages at lignite units and $11 million in higher costs primarily associated with a planned spring nuclear unit refueling outage; there was no nuclear refueling outage during spring 2012.

57

Depreciation and amortization increased $14 million, or 4%, to $344 million in 2013. The increase primarily reflected the accelerated depreciation associated with retirements of generation assets during planned outages at three lignite units.

SG&A expenses increased $3 million, or 2%, to $158 million in 2013. The increase reflected $15 million in higher legal and consulting services costs primarily associated with our liability management program, partially offset by $9 million in lower employee compensation-related costs and $3 million in lower retail marketing expenses.

Interest income decreased $13 million, or 76%, to $4 million in 2013. The decrease was driven by EFH Corp.'s repayment of the TCEH Demand Notes. See Note 11 to Financial Statements.

Interest expense and related charges decreased $34 million, or 5%, to $621 million in 2013. The decrease was largely driven by higher unrealized mark-to-market net gains on interest rate swaps, partially offset by higher amortization of debt issuance costs and discounts.

Income tax benefit totaled $390 million and $127 million on pretax losses in 2013 and 2012, respectively. The effective rate was 41.6% and 32.8% in 2013 and 2012, respectively. The increase in the effective rate reflected the favorable resolution of a certain income tax position, as discussed in Note 13 to Financial Statements, including a $62 million net adjustment largely related to a reversal of accrued interest.

After-tax loss for the segment increased $287 million to $547 million in 2013 driven by lower results from commodity hedging activities in 2013, partially offset by the reversal of interest accrued on uncertain tax positions.

58

Competitive Electric Segment — Energy-Related Commodity Contracts and Mark-to-Market Activities

The table below summarizes the changes in commodity contract assets and liabilities for the three months ended March 31, 2013 and 2012. The net change in these assets and liabilities, excluding "other activity" as described below, reflects $487 million and $152 million in unrealized net losses in 2013 and 2012, respectively, arising from mark-to-market accounting for positions in the commodity contract portfolio. The portfolio consists primarily of economic hedges but also includes trading positions.

	Three Months Ended March 31,
	2013			2012
Commodity contract net asset at beginning of period	$	1,664		$	3,190
Settlements of positions (a)	(287		)	(510		)
Changes in fair value of positions in the portfolio (b)	(200		)	358
Other activity (c)	(6		)	(1		)
Commodity contract net asset at end of period	$	1,171		$	3,037

____________

(a) Represents reversals of previously recognized unrealized gains and losses upon settlement (offsets realized gains and losses recognized in the settlement period). Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into and settled in the same month.

(b) Represents unrealized net gains (losses) recognized, reflecting the effect of changes in forward natural gas prices on positions in the natural gas price hedging program (see discussion above under "Significant Activities and Events and Items Influencing Future Performance – Natural Gas Price Hedging Program and Other Hedging Activities"), as well as net losses in 2013 and net gains in 2012 related to other hedging positions. Excludes changes in fair value in the month the position settled as well as amounts related to positions entered into and settled in the same month.

(c) These amounts do not represent unrealized gains or losses. Includes initial values of positions involving the receipt or payment of cash or other consideration, generally related to options purchased/sold.

Maturity Table — The following table presents the net commodity contract asset arising from recognition of fair values at March 31, 2013, scheduled by the source of fair value and contractual settlement dates of the underlying positions.

	Maturity dates of unrealized commodity contract net asset at March 31, 2013
Source of fair value	Less than 1 year			1-3 years			Total
Prices actively quoted	$	(85	)	$	(1	)	$	(86	)
Prices provided by other external sources	785			413			1,198
Prices based on models	60			(1		)	59
Total	$	760		$	411		$	1,171
Percentage of total fair value	65		%	35		%	100		%

The "prices actively quoted" category reflects only exchange-traded contracts for which active quotes are readily available. The "prices provided by other external sources" category represents forward commodity positions valued using prices for which over-the-counter broker quotes are available in active markets. Over-the-counter quotes for power in ERCOT's North Hub that are deemed active markets extend through 2014 and over-the-counter quotes for natural gas generally extend through 2016, depending upon delivery point. The "prices based on models" category contains the value of all non-exchange-traded options valued using option pricing models. In addition, this category contains other contractual arrangements that may have both forward and option components, as well as other contracts that are valued using proprietary long-term pricing models that utilize certain market based inputs. See Note 8 to Financial Statements for fair value disclosures and discussion of fair value measurements.

59

FINANCIAL CONDITION

Liquidity and Capital Resources

Cash Flows — Three Months Ended March 31, 2013 Compared to Three Months Ended March 31, 2012 — Cash used in operating activities totaled $98 million in 2013 compared to cash provided by operating activities of $138 million in 2012. The change of $236 million reflected net changes in margin deposits totaling $211 million. The change in margin deposits largely relates to the natural gas price hedging program; in 2013 margin deposits were returned to counterparties due to settlement of maturing positions and increases in forward natural gas prices, while in 2012 more margin deposits were received due to decreases in forward natural gas prices than were returned due to settlements of positions. The change in cash flows also reflected an increase of $187 million in interest payments, offset by a decrease of approximately $175 million in working capital used reflecting timing of accounts payable and accrued expense payments.

Depreciation and amortization expense reported in the statement of cash flows exceeded the amount reported in the statement of income by $43 million and $46 million for the three months ended March 31, 2013 and 2012, respectively. The difference represented amortization of nuclear fuel, which is reported as fuel costs in the statement of income consistent with industry practice, and amortization of intangible net assets arising from purchase accounting that is reported in various other income statement line items including operating revenues and fuel and purchased power costs and delivery fees.

Cash used in financing activities totaled $15 million in 2013 and cash provided by financing activities totaled $420 million in 2012. Activity in 2012 reflected the issuance of $1.150 billion of EFIH 11.75% Notes, the majority of the proceeds from which were used to repay $950 million in borrowings under the TCEH Revolving Credit Facility.

See Note 5 to Financial Statements for further detail of short-term borrowings and long-term debt.

Cash provided by investing activities totaled $511 million in 2013 and cash used in investing activities totaled $243 million in 2012. Amounts provided in 2013 reflected the use by EFH Corp. of $680 million of cash previously in escrow (reported as restricted cash at December 31, 2012) to repay the balance of the TCEH Demand Notes (see Note 11 to Financial Statements). Capital expenditures (excluding nuclear fuel purchases) decreased $47 million to $139 million in 2013 reflecting decreased environmental-related spending, partially offset by increased spending on mine development and lignite maintenance projects. Nuclear fuel purchases decreased $44 million to $20 million due to timing of refueling cycles.

Debt Financing Activity— Activities related to short-term borrowings and long-term debt during the three months ended March 31, 2013 are as follows (all amounts presented are principal, and repayments and repurchases include amounts related to capital leases and exclude amounts related to debt discount, financing and reacquisition expenses):

	Borrowings		Repayments and Repurchases
TCEH (a)	$	340	$	(15	)
EFCH	—		(1		)
EFIH (b)	1,391		(139		)
EFH Corp. (c)	—		(1,269		)
Total long-term	1,731		(1,424		)
Total short-term – TCEH (d)	7		—
Total	$	1,738	$	(1,424	)

___________

(a) Borrowings represent noncash principal increases of TCEH Term Loan Facilities for fees in consideration of the extension of $645 million of commitments under the TCEH Revolving Credit Facility. Repayments represent $14 million of payments of principal at scheduled maturity dates and $2 million of payments of capital lease liabilities.

(b) Borrowings represent EFIH debt issued in exchanges for EFH Corp. and EFIH debt in January 2013. Repayments represent noncash retirements related to January 2013 debt exchanges.

(c) Repayments include $1.266 billion of noncash retirements related to January 2013 debt exchanges.

(d) Short-term amount represents net borrowings under the accounts receivable securitization program (see Note 4 to Financial Statements).

See Note 5 to Financial Statements for further detail of long-term debt and other financing arrangements.

60

Available Liquidity — The following table summarizes changes in available liquidity for the three months ended March 31, 2013.

	Available Liquidity
	March 31, 2013		December 31, 2012		Change
Cash and cash equivalents – EFH Corp. (parent entity)	$	150	$	314	$	(164	)
Cash and cash equivalents – EFIH (a)	475		1,104		(629		)
Cash and cash equivalents – TCEH	1,686		1,175		511
TCEH Letter of Credit Facility	212		183		29
Total liquidity	$	2,523	$	2,776	$	(253	)

___________

(a) December 31, 2012 includes $680 million in cash held in escrow that was used in January 2013 to settle the TCEH Demand Notes.

The decrease in available liquidity of $253 million since December 31, 2012 was driven by use of cash of $257 million for the three months ended March 31, 2013 reflecting cash used for capital expenditures, including nuclear fuel purchases, and cash used in operating activities. See discussion of cash flows above.

Debt Capacity—We believe that we (excluding the Oncor Ring-Fenced Entities) are permitted under our applicable debt agreements to issue additional debt (in each case, subject to certain exceptions and conditions set forth in our applicable debt documents) as follows:

• EFH Corp. and EFIH collectively are permitted to issue up to approximately $250 million of additional aggregate principal amount of debt secured by EFIH's equity interest in Oncor Holdings, of which $15 million can be on a first-priority basis and the remainder on a second-priority basis;

• EFIH is permitted under its debt agreements to issue up to approximately $375 million of additional principal amount of senior unsecured debt (subject to certain exceptions and conditions set forth in its debt agreements). Such unsecured debt may be incurred for, among other things, exchanges for EFH Corp. unsecured debt;

• TCEH is permitted to issue approximately $2.3 billion of additional aggregate principal amount of debt secured by substantially all of the assets of TCEH and certain of its subsidiaries (of which $410 million can be on a first-priority basis and the remainder on a second-priority basis), and

• TCEH is permitted to issue an unlimited amount of additional first-priority debt in order to refinance the first-priority debt outstanding under the TCEH Senior Secured Facilities.

These amounts are estimates based on our current interpretation of the covenants set forth in our debt agreements and do not take into account exceptions in the debt agreements that may allow for the incurrence of additional secured or unsecured debt, including, but not limited to, acquisition debt, refinancing debt, capital leases and hedging obligations. Moreover, such amounts could change from time to time as a result of, among other things, the termination of any debt agreement (or specific terms therein) or amendments to the debt agreements that result from negotiations with new or existing lenders. In addition, covenants included in agreements governing additional future debt may impose greater restrictions on our incurrence of secured or unsecured debt. Consequently, the actual amount of senior secured or unsecured debt that we are permitted to incur under our debt agreements could be materially different than the amounts provided above.

Pension and OPEB Plan Funding — See Note 10 to Financial Statements.

EFIH Toggle Notes Interest Election — EFIH has the option every six months at its discretion, ending with the interest payment due June 2016, to use the payment-in-kind (PIK) feature of its toggle notes ($1.393 billion aggregate principal amount issued in December 2012 and January 2013) in lieu of making cash interest payments. Once EFIH makes a PIK election, the election is valid for each succeeding interest payment period until it revokes the applicable election. Use of the PIK feature will be evaluated at each election period, taking into account market conditions and other relevant factors at such time.

EFIH will make its June 2013 interest payment and expects to make its December 2013 interest payment on the EFIH Toggle Notes by using the PIK feature of those notes. During the applicable PIK interest periods, the interest rate on these notes is increased from 11.25% to 12.25%. As a result of the PIK election, EFIH will increase the aggregate principal amount of the notes by $83 million in June 2013 and is expected to issue an additional $90 million in December 2013. See Note 5 to Financial Statements for further discussion of the EFIH Toggle Notes.

61

Liquidity Effects of Commodity Hedging and Trading Activities—Commodity hedging and trading transactions typically require a counterparty to post collateral if the forward price of the underlying commodity moves such that the hedging or trading instrument held by such counterparty has declined in value. TCEH uses cash, letters of credit, asset-backed liens and other forms of credit support to satisfy such collateral posting obligations. At March 31, 2013, approximately 85% of the natural gas price hedging program transactions were secured by a first-lien interest in the assets of TCEH that is pari passu with the TCEH Senior Secured Facilities, the effect of which is a significant reduction in the liquidity exposure associated with collateral posting requirements for those hedging transactions. See Note 5 to Financial Statements for more information about the TCEH Senior Secured Facilities.

Exchange cleared transactions typically require initial margin (i.e., the upfront cash and/or letter of credit posted to take into account the size and maturity of the positions and credit quality) in addition to variance margin (i.e., the daily cash margin posted to take into account changes in the value of the underlying commodity). The amount of initial margin required is generally defined by exchange rules. Clearing agents, however, typically have the right to request additional initial margin based on various factors including market depth, volatility and credit quality, which may be in the form of cash, letters of credit, a guaranty or other forms as negotiated with the clearing agent. Cash collateral received from counterparties is either used for working capital and other corporate purposes, including reducing short-term borrowings under credit facilities, or is required to be deposited in a separate account and restricted from being used for working capital and other corporate purposes. At March 31, 2013, all cash collateral held was unrestricted. With respect to over-the-counter transactions, counterparties generally have the right to substitute letters of credit for such cash collateral. In such event, the cash collateral previously posted would be returned to such counterparties thereby reducing liquidity in the event that it was not restricted.

With the natural gas price hedging program, increases in natural gas prices generally result in increased cash collateral and letter of credit postings to counterparties. At March 31, 2013, approximately 50 million MMBtu of positions related to the natural gas price hedging program were not directly secured on an asset-lien basis and thus are subject to cash collateral posting requirements.

At March 31, 2013, TCEH received or posted cash and letters of credit for commodity hedging and trading activities as follows:

• $123 million in cash has been posted with counterparties for exchange cleared transactions (including initial margin), as compared to $69 million posted at December 31, 2012;

• $453 million in cash has been received from counterparties, net of $3 million in cash posted, for over-the-counter and other non-exchange cleared transactions, as compared to $598 million received, net of $2 million in cash posted, at December 31, 2012;

• $330 million in letters of credit have been posted with counterparties, as compared to $376 million posted at December 31, 2012, and

• $3 million in letters of credit have been received from counterparties, as compared to $22 million received at December 31, 2012.

62

Income Tax Matters — EFH Corp. files a US federal income tax return that includes the results of EFCH, EFIH, Oncor Holdings and TCEH. EFH Corp. is a corporate member of the EFH Corp. consolidated group, while each of EFIH, Oncor Holdings, EFCH and TCEH is classified as a disregarded entity for US federal income tax purposes. Prior to the restructuring transaction in April 2013 discussed below, EFCH was a corporate member of the group. Oncor is a partnership for US federal income tax purposes and is not a corporate member of the EFH Corp. consolidated group. Pursuant to applicable US Treasury regulations and published guidance of the US Internal Revenue Service, corporations that are members of a consolidated group have joint and several liability for the taxes of such group.

EFH Corp. and its subsidiaries (including EFCH, EFIH, and TCEH, but not including Oncor Holdings and Oncor) are bound by a Federal and State Income Tax Allocation Agreement, which provides, among other things, that any corporate member or disregarded entity in the group is required to make payments to EFH Corp. in an amount calculated to approximate the amount of tax liability such entity would have owed if it filed a separate corporate tax return. EFH Corp., Oncor Holdings and Oncor are parties to a separate tax sharing agreement, which governs the computation of federal income tax liability between EFH Corp., on one hand, and Oncor Holdings and Oncor and its subsidiary, on the other hand, and similarly provides, among other things, that each of Oncor Holdings and Oncor will make payments to EFH Corp. in an amount calculated to approximate the amount of tax liability such entity would have owed if it filed a separate corporate tax return.

An excess loss account (ELA) and a deferred intercompany gain (DIG) were reflected in the tax basis of the EFCH stock held by EFH Corp. The difference between EFH Corp.'s tax basis in the stock of EFCH and the amount of the stock investment for financial reporting purposes represented an outside basis difference. Because we had tax strategies available to us that we believe would avoid triggering income tax payments upon a transaction involving our investment in EFCH, we did not record deferred income tax liabilities with respect to this outside basis difference. The ELA, totaling approximately $19 billion, was created in connection with financing transactions related to the Merger. The DIG, totaling approximately $4 billion, was created as a result of an internal corporate reorganization prior to the Merger. The financing transactions and internal corporate reorganization that created the ELA and DIG involved TCEH and its assets but not EFIH or Oncor Holdings.

In April 2013, we received a private letter ruling from the IRS in which the IRS ruled that upon the consummation of certain internal corporate transactions (Transactions) involving EFH Corp. and EFCH, the ELA and the DIG would be eliminated without causing the recognition of tax gain or loss. On April 15, 2013, EFH Corp. and EFCH completed the Transactions, resulting in the elimination of the ELA and the DIG.

In connection with the Transactions, (i) EFH Corp. contributed all of the EFCH stock to a newly formed wholly-owned subsidiary, EFH2 Corp. (EFH2) (a Texas corporation), (ii) EFCH was converted from a Texas corporation into a Delaware limited liability company (the Conversion) and was renamed Energy Future Competitive Holdings Company LLC and (iii) EFH Corp. merged with and into EFH2 (the 2013 Merger), with EFH2 continuing as the surviving corporation. In connection with the 2013 Merger, EFH2 was renamed Energy Future Holdings Corp.

EFH2's directors and officers upon consummation of the 2013 Merger are the same as EFH Corp.'s directors and officers prior to the consummation of the 2013 Merger. Likewise, EFCH's managers and officers upon consummation of the Conversion are the same as its directors and officers prior to the consummation of the Conversion. Immediately after the consummation of the 2013 Merger, each of EFH2 and EFCH had, on a consolidated basis, the same assets, businesses and operations as EFH Corp. and EFCH had, respectively, immediately prior to the consummation of the Merger. The Transactions had no, and will have no, effect on EFH2's or EFCH's (or their respective subsidiaries') results of operations, liquidity or financial statements. EFH2 and EFH Corp. are both referred to as EFH Corp. throughout this quarterly report on Form 10-Q.

Income Tax Payments — In the next twelve months, income tax payments related to the Texas margin tax are expected to total approximately $60 million, and we do not expect to pay any federal income taxes. There were no material income tax payments for the three months ended March 31, 2013 and 2012.

See Note 13 to Financial Statements for discussion of uncertain tax positions.

63

Interest Rate Swap Transactions — See Note 5 to Financial Statements for discussion of TCEH's interest rate swaps.

Accounts Receivable Securitization Program— TCEH participates in an accounts receivable securitization program with a financial institution. In accordance with transfers and servicing accounting standards, the trade accounts receivable amounts under the program are reported as pledged balances and the related funding amounts are reported as short-term borrowings. Under the program, TXU Energy (originator) sells retail trade accounts receivable to TXU Energy Receivables Company, a consolidated, wholly-owned, bankruptcy-remote, direct subsidiary of TCEH. TXU Energy Receivables Company borrows funds from the financial institution using the accounts receivable as collateral. All new trade receivables under the program generated by the originator are continuously purchased by TXU Energy Receivables Company with the proceeds from collections of receivables previously purchased. Funding under the program totaled $89 million and $82 million at March 31, 2013 and December 31, 2012, respectively. See Note 4 to Financial Statements.

Distributions of Earnings from Oncor Holdings —Oncor Holdings' distributions of earnings to us totaled $31 million and $36 million for the three months ended March 31, 2013 and 2012, respectively. Oncor Holdings' board of directors also declared a distribution to us totaling $49 million payable on May 2, 2013. See Note 2 to Financial Statements for discussion of limitations on amounts Oncor can distribute to its members.

Financial Covenants, Credit Rating Provisions and Cross Default Provisions — The terms of the TCEH Senior Secured Facilities and the accounts receivable securitization program (TCEH A/R Program) (see Note 4 to Financial Statements) contain an identical maintenance covenant with respect to leverage ratio. At March 31, 2013, we were in compliance with such covenants.

Covenants and Restrictions under Financing Arrangements— The TCEH Senior Secured Facilities and the indentures governing substantially all of the debt EFH Corp.'s subsidiaries (excluding Oncor) have issued in connection with, and subsequent to, the Merger contain covenants that could have a material impact on our liquidity and operations. In particular, the TCEH Senior Secured Facilities include a requirement to timely deliver to the lenders copies of audited annual financial statements that are not qualified as to the status of TCEH and its subsidiaries as a going concern.

Adjusted EBITDA (as used in the restricted payments covenant contained in the indenture governing the EFH Corp. 10.875% Notes and EFH Corp. Toggle Notes) for the twelve months ended March 31, 2013 totaled $5.058 billion for EFH Corp. See Exhibits 99(b), 99(c) and 99(d) for a reconciliation of net income (loss) to Adjusted EBITDA for EFH Corp., TCEH and EFIH, respectively, for the three and twelve months ended March 31, 2013 and 2012.

64

The table below summarizes TCEH's secured debt to Adjusted EBITDA ratio under the maintenance covenant in the TCEH Senior Secured Facilities and the TCEH A/R Program and various other financial ratios of EFH Corp., EFIH and TCEH that are applicable under certain other thresholds in the TCEH Senior Secured Facilities and the indentures governing the TCEH Senior Notes, the TCEH Senior Secured Notes, the TCEH Senior Secured Second Lien Notes, the EFH Corp. 10.875% Notes and EFH Corp. Toggle Notes and the EFIH Notes at March 31, 2013 and December 31, 2012. The debt incurrence and restricted payments/limitations on investments covenants thresholds described below represent levels that must be met in order for EFH Corp., EFIH or TCEH to incur certain permitted debt or make certain restricted payments and/or investments. EFH Corp. and its consolidated subsidiaries are in compliance with their maintenance covenants. In January 2013, in accordance with amendments to the terms of the EFH Corp. 9.75% Notes and EFH Corp. 10% Notes and their governing indentures, restrictive covenants to those notes were removed. Accordingly, the related coverage ratios are not reflected below (see Note 5 to Financial Statements).

	March 31, 2013	December 31, 2012	Threshold Level at March 31, 2013
Maintenance Covenant:
TCEH Senior Secured Facilities and TCEH A/R Program:
Secured debt to Adjusted EBITDA ratio	6.18 to 1.00	5.88 to 1.00	Must not exceed 8.00 to 1.00 (a)
Debt Incurrence Thresholds:
EFIH Notes:
EFIH fixed charge coverage ratio (b)	0.2 to 1.0	0.3 to 1.0	At least 2.0 to 1.0
TCEH Senior Notes, Senior Secured Notes and Senior Secured Second Lien Notes:
TCEH fixed charge coverage ratio	1.1 to 1.0	1.2 to 1.0	At least 2.0 to 1.0
TCEH Senior Secured Facilities:
TCEH fixed charge coverage ratio	1.2 to 1.0	1.2 to 1.0	At least 2.0 to 1.0
Restricted Payments/Limitations on Investments Thresholds:
EFH Corp. 10.875% Notes and Toggle Notes:
General restrictions (Sponsor Group payments):
EFH Corp. leverage ratio	10.7 to 1.0	10.1 to 1.0	Equal to or less than 7.0 to 1.0
EFIH Notes:
General restrictions (non-EFH Corp. payments):
EFIH fixed charge coverage ratio (b) (c)	1.8 to 1.0	2.1 to 1.0	At least 2.0 to 1.0
General restrictions (EFH Corp. payments):
EFIH fixed charge coverage ratio (b) (c)	0.2 to 1.0	0.3 to 1.0	At least 2.0 to 1.0
EFIH leverage ratio	7.7 to 1.0	7.0 to 1.0	Equal to or less than 6.0 to 1.0
TCEH Senior Notes, Senior Secured Notes and Senior Secured Second Lien Notes:
TCEH fixed charge coverage ratio	1.1 to 1.0	1.2 to 1.0	At least 2.0 to 1.0
TCEH Senior Secured Facilities:
Payments to Sponsor Group:
TCEH total debt to Adjusted EBITDA ratio	9.0 to 1.0	8.5 to 1.0	Equal to or less than 6.5 to 1.0

___________

(a) Calculation excludes secured debt that ranks junior to the TCEH Senior Secured Facilities and up to $1.5 billion ($906 million excluded at March 31, 2013) principal amount of TCEH senior secured first lien notes whose proceeds are used to prepay term loans or deposit letter of credit loans under the TCEH Senior Secured Facilities.

(b) Calculations exclude interest income on the EFH Corp. 10.875% Notes and Toggle Notes that EFIH distributed as a dividend to EFH Corp. in January 2013 (see Note 5 to Financial Statements).

(c) The EFIH fixed charge coverage ratio for non-EFH Corp. payments includes the results of Oncor Holdings and its subsidiaries. The EFIH fixed charge coverage ratio for EFH Corp. payments excludes the results of Oncor Holdings and its subsidiaries.

65

Material Credit Rating Covenants and Credit Worthiness Effects on Liquidity — As a result of TCEH's non-investment grade credit rating and considering collateral thresholds of certain retail and wholesale commodity contracts, at March 31, 2013, counterparties to those contracts could have required TCEH to post up to an aggregate of $17 million in additional collateral. This amount largely represents the below market terms of these contracts at March 31, 2013; thus, this amount will vary depending on the value of these contracts on any given day.

Certain transmission and distribution utilities in Texas have tariffs in place to assure adequate credit worthiness of any REP to support the REP's obligation to collect securitization bond-related (transition) charges on behalf of the utility. Under these tariffs, as a result of TCEH's below investment grade credit rating, TCEH is required to post collateral support in an amount equal to estimated transition charges over specified time periods. The amount of collateral support required to be posted, as well as the time period of transition charges covered, varies by utility. At March 31, 2013, TCEH has posted collateral support in the form of letters of credit to the applicable utilities in an aggregate amount equal to $26 million, with $10 million of this amount posted for the benefit of Oncor.

The PUCT has rules in place to assure adequate credit worthiness of each REP, including the ability to return customer deposits, if necessary. Under these rules, at March 31, 2013, TCEH posted letters of credit in the amount of $65 million, which are subject to adjustments.

The RRC has rules in place to assure that parties can meet their mining reclamation obligations, including through self-bonding when appropriate. If Luminant Generation Company LLC (a subsidiary of TCEH) does not continue to meet the self-bonding requirements as applied by the RRC, TCEH may be required to post cash, letter of credit or other tangible assets as collateral support in an amount currently estimated to be approximately $850 million to $1.1 billion. The actual amount (if required) could vary depending upon numerous factors, including the amount of Luminant Generation Company LLC's self-bond accepted by the RRC and the level of mining reclamation obligations.

ERCOT has rules in place to assure adequate credit worthiness of parties that participate in the "day-ahead," "real-time" and congestion revenue rights markets operated by ERCOT. Under these rules, TCEH has posted collateral support, predominantly in the form of letters of credit, totaling $140 million at March 31, 2013 (which is subject to daily adjustments based on settlement activity with ERCOT).

Oncor and Texas Holdings agreed to the terms of a stipulation with major interested parties to resolve all outstanding issues in the PUCT review related to the Merger. As part of this stipulation, TCEH would be required to post a letter of credit in an amount equal to $170 million to secure its payment obligations to Oncor in the event, which has not occurred, two or more rating agencies downgrade Oncor's credit ratings below investment grade.

Other arrangements of EFH Corp. and its subsidiaries, including Oncor's credit facility, the accounts receivable securitization program (see Note 4 to Financial Statements) and certain leases, contain terms pursuant to which the interest rates charged under the agreements may be adjusted depending on the relevant credit ratings.

Material Cross Default/Acceleration Provisions — Certain of our financing arrangements contain provisions that could result in an event of default if there were a failure under other financing arrangements to meet payment terms or to observe other covenants that could or does result in an acceleration of payments due. Such provisions are referred to as "cross default" or "cross acceleration" provisions.

A default by TCEH or any of its restricted subsidiaries in respect of indebtedness, excluding indebtedness relating to the accounts receivable securitization program, in an aggregate amount in excess of $200 million may result in a cross default under the TCEH Senior Secured Facilities. Under these facilities, such a default will allow the lenders to accelerate the maturity of outstanding balances ($22.616 billion at March 31, 2013, excluding $19 million held by EFH Corp. (parent entity)) under such facilities.

The indentures governing the TCEH Senior Notes, TCEH Senior Secured Notes and the TCEH Senior Secured Second Lien Notes contain a cross acceleration provision where a payment default at maturity or on acceleration of principal indebtedness under any instrument or instruments of TCEH or any of its restricted subsidiaries in an aggregate amount equal to or greater than $250 million may cause the acceleration of the TCEH Senior Notes, TCEH Senior Secured Notes and TCEH Senior Secured Second Lien Notes.

66

Under the terms of a TCEH rail car lease, which had $40 million in remaining lease payments at March 31, 2013 and terminates in 2017, if TCEH failed to perform under agreements causing its indebtedness in an aggregate principal amount of $100 million or more to become accelerated, the lessor could, among other remedies, terminate the lease and effectively accelerate the payment of any remaining lease payments due under the lease.

Under the terms of another TCEH rail car lease, which had $43 million in remaining lease payments at March 31, 2013 and terminates in 2028, if obligations of TCEH in excess of $200 million in the aggregate for payments of obligations to third party creditors under lease agreements, deferred purchase agreements or loan or credit agreements are accelerated prior to their original stated maturity, the lessor could, among other remedies, terminate the lease and effectively accelerate the payment of any remaining lease payments due under the lease.

The indentures governing the EFIH Notes contain a cross acceleration provision whereby a payment default at maturity or on acceleration of principal indebtedness under any instrument or instruments of EFIH or any of its restricted subsidiaries or of any debt that EFIH guarantees in an aggregate amount equal to or greater than $250 million may cause the acceleration of the EFIH Notes.

The accounts receivable securitization program contains a cross default provision with a threshold of $200 million that applies in the aggregate to the originator, any parent guarantor of an originator or any subsidiary acting as collection agent under the program. TXU Energy Receivables Company (a direct subsidiary of TCEH) has a cross default threshold of $50,000. If any of these cross default provisions were triggered, the program could be terminated.

We enter into energy-related and financial contracts, the master forms of which contain provisions whereby an event of default or acceleration of settlement would occur if we were to default under an obligation in respect of borrowings in excess of thresholds, which vary, stated in the contracts. The subsidiaries whose default would trigger cross default vary depending on the contract.

Each ofTCEH's natural gas hedging agreements and interest rate swap agreements that are secured with a lien on its assets on a pari passu basis with the TCEH Senior Secured Facilities and TCEH Senior Secured Notes contain a cross default provision. In the event of a default by TCEH or any of its subsidiaries relating to indebtedness (such amounts varying by contract but ranging from $200 million to $250 million) that results in the acceleration of such debt, then each counterparty under these hedging agreements would have the right to terminate its hedge or interest rate swap agreement with TCEH and require all outstanding obligations under such agreement to be settled.

Other arrangements, including leases, have cross default provisions, the triggering of which would not be expected to result in a significant effect on liquidity.

Guarantees — See Note 6 to Financial Statements for discussion of guarantees.

OFF–BALANCE SHEET ARRANGEMENTS

See Notes 2 and 6 to Financial Statements regarding VIEs and guarantees, respectively.

COMMITMENTS AND CONTINGENCIES

See Note 6 to Financial Statements for discussion of commitments and contingencies.

CHANGES IN ACCOUNTING STANDARDS

There have been no recently issued accounting standards effective after March 31, 2013 that are expected to materially impact our financial statements.

67

Item3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

All dollar amounts in the tables in the following discussion and analysis are stated in millions of US dollars unless otherwise indicated.

Market risk is the risk that we may experience a loss in value as a result of changes in market conditions affecting factors, such as commodity prices and interest rates, that may be experienced in the ordinary course of business. Our exposure to market risk is affected by a number of factors, including the size, duration and composition of our energy and financial portfolio, as well as the volatility and liquidity of markets. Instruments used to manage this exposure include interest rate swaps to manage interest rate risk related to debt, as well as exchange-traded, over-the-counter contracts and other contractual arrangements to manage commodity price risk.

Risk Oversight

We manage the commodity price, counterparty credit and commodity-related operational risk related to the competitive energy business within limitations established by senior management and in accordance with overall risk management policies. Interest rate risk is managed centrally by the corporate treasury function. Market risks are monitored by risk management groups that operate independently of the wholesale commercial operations, utilizing defined practices and analytical methodologies. These techniques measure the risk of change in value of the portfolio of contracts and the hypothetical effect on this value from changes in market conditions and include, but are not limited to, position review, Value at Risk (VaR) methodologies and stress test scenarios. Key risk control activities include, but are not limited to, transaction review and approval (including credit review), operational and market risk measurement, transaction authority oversight, validation of transaction capture, market price validation and reporting, portfolio valuation and reporting, including mark-to-market valuation, VaR and other risk measurement metrics.

We have a corporate risk management organization that is headed by the Chief Financial Officer, who also functions as the Chief Risk Officer. The Chief Risk Officer, through his designees, enforces applicable risk limits, including the respective policies and procedures to ensure compliance with such limits, and evaluates the risks inherent in our businesses.

Commodity Price Risk

The competitive business is subject to the inherent risks of market fluctuations in the price of electricity, natural gas and other energy-related products it markets or purchases. We actively manage the portfolio of owned generation assets, fuel supply and retail sales load to mitigate the near-term impacts of these risks on results of operations. Similar to other participants in the market, we cannot fully manage the long-term value impact of structural declines or increases in natural gas and power prices and spark spreads (differences between the market price of electricity and its cost of production).

In managing energy price risk, we enter into a variety of market transactions including, but not limited to, short- and long-term contracts for physical delivery, exchange-traded and over-the-counter financial contracts and bilateral contracts with customers. Activities include hedging, the structuring of long-term contractual arrangements and proprietary trading. We continuously monitor the valuation of identified risks and adjust positions based on current market conditions. We strive to use consistent assumptions regarding forward market price curves in evaluating and recording the effects of commodity price risk.

Natural Gas Price Hedging Program —See "Significant Activities and Events and Items Influencing Future Performance" above for a description of the program, including potential effects on reported results.

68

VaR Methodology — A VaR methodology is used to measure the amount of market risk that exists within the portfolio under a variety of market conditions. The resultant VaR produces an estimate of a portfolio's potential for loss given a specified confidence level and considers, among other things, market movements utilizing standard statistical techniques given historical and projected market prices and volatilities.

A Monte Carlo simulation methodology is used to calculate VaR and is considered by management to be the most effective way to estimate changes in a portfolio's value based on assumed market conditions for liquid markets. The use of this method requires a number of key assumptions, such as use of (i) an assumed confidence level; (ii) an assumed holding period (i.e., the time necessary for management action, such as to liquidate positions); and (iii) historical estimates of volatility and correlation data.

Trading VaR — This measurement estimates the potential loss in fair value, due to changes in market conditions, of all contracts entered into for trading purposes based on a 95% confidence level and an assumed holding period of five days.

	March 31, 2013		December 31, 2012
Month-end average Trading VaR:	$	3	$	7
Month-end high Trading VaR:	$	4	$	12
Month-end low Trading VaR:	$	2	$	1

VaR for Energy-Related Contracts Subject to Mark-to-Market (MtM) Accounting — This measurement estimates the potential loss in fair value, due to changes in market conditions, of all contracts marked-to-market in net income (principally hedges not accounted for as cash flow hedges and trading positions), based on a 95% confidence level and an assumed holding period of five to 60 days.

	March 31, 2013		December 31, 2012
Month-end average MtM VaR:	$	83	$	132
Month-end high MtM VaR:	$	97	$	206
Month-end low MtM VaR:	$	68	$	96

Earnings at Risk (EaR) — This measurement estimates the potential reduction of pretax earnings for the periods presented, due to changes in market conditions, of all energy-related contracts marked-to-market in net income and contracts not marked-to-market in net income that are expected to be settled within the fiscal year (physical purchases and sales of commodities). A 95% confidence level and a five to 60 day holding period are assumed in determining EaR.

	March 31, 2013		December 31, 2012
Month-end average EaR:	$	27	$	109
Month-end high EaR:	$	31	$	161
Month-end low EaR:	$	23	$	77

The decrease in the Trading VaR risk measure above reflected lower market volatility and a decrease in trading positions. The decreases in the MtM VaR and EaR risk measures above reflected a reduction of positions in the natural gas price hedging program due to maturities and lower market volatility.

69

Interest Rate Risk

At March 31, 2013, the potential reduction of annual pretax earnings over the next twelve months due to a one percentage-point (100 basis points) increase in floating interest rates on long-term debt totaled $17 million, taking into account the interest rate swaps discussed in Note 5 to Financial Statements.

Credit Risk

Credit risk relates to the risk of loss associated with nonperformance by counterparties. We maintain credit risk policies with regard to our counterparties to minimize overall credit risk. These policies prescribe practices for evaluating a potential counterparty's financial condition, credit rating and other quantitative and qualitative credit criteria and authorize specific risk mitigation tools including, but not limited to, use of standardized master agreements that allow for netting of positive and negative exposures associated with a single counterparty. We have processes for monitoring and managing credit exposure of our businesses including methodologies to analyze counterparties' financial strength, measurement of current and potential future exposures and contract language that provides rights for netting and setoff. Credit enhancements such as parental guarantees, letters of credit, surety bonds and margin deposits are also utilized. Additionally, individual counterparties and credit portfolios are managed to assess overall credit exposure. This evaluation results in establishing exposure limits or collateral requirements for entering into an agreement with a counterparty that creates exposure. Further, we have established controls to determine and monitor the appropriateness of these limits on an ongoing basis. Prospective material changes in the payment history or financial condition of a counterparty or downgrade of its credit quality result in the reassessment of the credit limit with that counterparty. This process can result in the subsequent reduction of the credit limit or a request for additional financial assurances.

Credit Exposure — Our gross exposure to credit risk associated with trade accounts receivable (retail and wholesale) and net asset positions (before credit collateral) arising from commodity contracts and hedging and trading activities totaled $1.069 billion at March 31, 2013. The components of this exposure are discussed in more detail below.

Assets subject to credit risk at March 31, 2013 include $383 million in retail trade accounts receivable before taking into account cash deposits held as collateral for these receivables totaling $63 million. The risk of material loss (after consideration of bad debt allowances) from nonperformance by these customers is unlikely based upon historical experience. Allowances for uncollectible accounts receivable are established for the potential loss from nonpayment by these customers based on historical experience, market or operational conditions and changes in the financial condition of large business customers.

The remaining credit exposure arises from wholesale trade receivables, commodity contracts and hedging and trading activities, including interest rate hedging. Counterparties to these transactions include energy companies, financial institutions, electric utilities, independent power producers, oil and gas producers, local distribution companies and energy trading and marketing companies. At March 31, 2013, the exposure to credit risk from these counterparties totaled $686 million taking into account the netting provisions of the master agreements described above but before taking into account $454 million in credit collateral (cash, letters of credit and other credit support). The net exposure (after credit collateral) of $232 million decreased $23 million for the three months ended March 31, 2013.

Of this $232 million net exposure, essentially all is with investment grade customers and counterparties, as determined using publicly available information including major rating agencies' published ratings and our internal credit evaluation process. Those customers and counterparties without a S&P rating of at least BBB- or similar rating from another major rating agency are rated using internal credit methodologies and credit scoring models to estimate a S&P equivalent rating. The company routinely monitors and manages credit exposure to these customers and counterparties on this basis.

70

The following table presents the distribution of credit exposure at March 31, 2013 arising from wholesale trade receivables, commodity contracts and hedging and trading activities, all of which matures in two years or less. This credit exposure represents wholesale trade accounts receivable and net asset positions in the balance sheet arising from hedging and trading activities after taking into consideration netting provisions within each contract, setoff provisions in the event of default and any master netting contracts with counterparties. Credit collateral includes cash and letters of credit, but excludes other credit enhancements such as liens on assets. See Note 9 to Financial Statements for further discussion of portions of this exposure related to activities marked-to-market in the financial statements.

	Exposure Before Credit Collateral			Credit Collateral		Net Exposure
Investment grade	$	684		$	453	$	231
Noninvestment grade	2			1		1
Totals	$	686		$	454	$	232
Investment grade	99.7		%			99.6		%
Noninvestment grade	0.3		%			0.4		%

In addition to the exposures in the table above, contracts classified as "normal" purchase or sale and non-derivative contractual commitments are not marked-to-market in the financial statements. Such contractual commitments may contain pricing that is favorable considering current market conditions and therefore represent economic risk if the counterparties do not perform. Nonperformance could have a material impact on future results of operations, liquidity and financial condition.

Significant (10% or greater) concentration of credit exposure exists with four counterparties, which represented 22%, 15%, 15% and 12% of the $232 million net exposure. We view exposure to these counterparties to be within an acceptable level of risk tolerance due to the counterparties' credit ratings, each of which is rated as investment grade, and the importance of our business relationship with the counterparties.

With respect to credit risk related to the natural gas price hedging program, all of the transaction volumes are with counterparties that have an investment grade credit rating. However, there is current and potential credit concentration risk related to the limited number of counterparties that comprise the substantial majority of the program, with such counterparties being in the banking and financial sector. The transactions with these counterparties contain certain credit rating provisions that would require the counterparties to post collateral in the event of a material downgrade in the credit rating of the counterparties. An event of default by one or more hedge counterparties could subsequently result in termination-related settlement payments that reduce available liquidity if amounts are owed to the counterparties related to the commodity contracts or delays in receipts of expected settlements if the hedge counterparties owe amounts to us. While the potential concentration of risk with these counterparties is viewed to be within an acceptable risk tolerance, the exposure to hedge counterparties is managed through the various ongoing risk management measures described above.

71

FORWARD-LOOKING STATEMENTS

This report and other presentations made by us contain "forward-looking statements." All statements, other than statements of historical facts, that are included in this report, or made in presentations, in response to questions or otherwise, that address activities, events or developments that we expect or anticipate to occur in the future, including such matters as activities under our liability management program, financial or operational projections, capital allocation, future capital expenditures, 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 such as "intends," "plans," "will likely," "unlikely," "expected," "anticipated," "estimated," "should," "projection," "target," "goal," "objective" and "outlook"), are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion of risk factors under Item 1A, "Risk Factors" in our 2012 Form 10-K and the discussion under Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" in this report and the following important factors, among others, that could cause our actual results to differ materially from those projected in such forward-looking statements:

• prevailing governmental policies and regulatory actions, including those of the Texas Legislature, the Governor of Texas, the US Congress, the US Federal Energy Regulatory Commission, the NERC, the TRE, the PUCT, the RRC, the NRC, the EPA, the TCEQ, the US Mine Safety and Health Administration and the CFTC, with respect to, among other things:

◦ allowed prices;

◦ allowed rates of return;

◦ permitted capital structure;

◦ industry, market and rate structure;

◦ purchased power and recovery of investments;

◦ operations of nuclear generation facilities;

◦ operations of fossil-fueled generation facilities;

◦ operations of mines;

◦ self-bonding requirements;

◦ acquisition and disposal of assets and facilities;

◦ development, construction and operation of facilities;

◦ decommissioning costs;

◦ present or prospective wholesale and retail competition;

◦ changes in tax laws and policies;

◦ changes in and compliance with environmental and safety laws and policies, including the CSAPR, MATS and climate change initiatives, and

◦ clearing over the counter derivatives through exchanges and posting of cash collateral therewith;

• legal and administrative proceedings and settlements;

• general industry trends;

• economic conditions, including the impact of an economic downturn;

• our ability to collect trade receivables from counterparties;

• our ability to attract and retain profitable customers;

• our ability to profitably serve our customers;

• restrictions on competitive retail pricing;

• changes in wholesale electricity prices or energy commodity prices, including the price of natural gas;

• changes in prices of transportation of natural gas, coal, crude oil and refined products;

• changes in market heat rates in the ERCOT electricity market;

• our ability to effectively hedge against unfavorable commodity prices, including the price of natural gas, market heat rates and interest rates;

• weather conditions, including drought and limitations on access to water, and other natural phenomena, and acts of sabotage, wars or terrorist or cybersecurity threats or activities;

• population growth or decline, or changes in market supply or demand and demographic patterns, particularly in ERCOT;

• changes in business strategy, development plans or vendor relationships;

• access to adequate transmission facilities to meet changing demands;

• changes in interest rates, commodity prices, rates of inflation or foreign exchange rates;

• changes in operating expenses, liquidity needs and capital expenditures;

• commercial bank market and capital market conditions and the potential impact of disruptions in US and international credit markets;

• the willingness of our lenders to extend the maturities of our debt instruments and the terms and conditions of any such extensions;

72

• access to capital, the cost of such capital, and the results of financing and refinancing efforts, including availability of funds in capital markets;

• activity in the credit default swap market related to our debt instruments;

• restrictions placed on us by the agreements governing our debt instruments;

• our ability to generate sufficient cash flow to make interest payments on, or refinance, our debt instruments;

• our ability to successfully execute our liability management program or otherwise address our debt maturities, including the potential exchange of debt securities for equity securities;

• any defaults under certain of our financing arrangements that could trigger cross default or cross acceleration provisions under other financing arrangements;

• our ability to make intercompany loans or otherwise transfer funds among different entities in our corporate structure;

• competition for new energy development and other business opportunities;

• inability of various counterparties to meet their obligations with respect to our financial instruments;

• changes in technology used by and services offered by us;

• changes in electricity transmission that allow additional electricity generation to compete with our generation assets;

• significant changes in our relationship with our employees, including the availability of qualified personnel, and the potential adverse effects if labor disputes or grievances were to occur;

• changes in assumptions used to estimate costs of providing employee benefits, including medical and dental benefits, pension and OPEB, and future funding requirements related thereto, including joint and several liability exposure under ERISA;

• changes in assumptions used to estimate future executive compensation payments;

• hazards customary to the industry and the possibility that we may not have adequate insurance to cover losses resulting from such hazards;

• significant changes in critical accounting policies;

• actions by credit rating agencies;

• adverse claims by our creditors or holders of our debt securities;

• our ability to effectively execute our operational strategy, and

• our ability to implement cost reduction initiatives.

Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, we undertake no 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 for us to predict all of them; nor can we 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. As such, you should not unduly rely on such forward-looking statements.

INDUSTRY AND MARKET INFORMATION

The industry and market data and other statistical information used throughout this report are based on independent industry publications, government publications, reports by market research firms or other published independent sources, including certain data published by ERCOT, the PUCT and NYMEX. We did not commission any of these publications or reports. 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. Independent industry publications and surveys 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 studies and publications is reliable, we have not independently verified such data and make no representation as to the accuracy of such information. Forecasts are particularly likely to be inaccurate, especially over long periods of time, and we do not know what assumptions regarding general economic growth are used in preparing the forecasts included in this report. Similarly, while we believe that such internal and external research is reliable, it has not been verified by any independent sources, and we make no assurances that the predictions contained therein are accurate.

Item 4. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, of the effectiveness of the design and operation of the disclosure controls and procedures in effect at the end of the current period included in this quarterly report. Based on the evaluation performed, our management, including the principal executive officer and principal financial officer, concluded that the disclosure controls and procedures were effective. During the most recent fiscal quarter covered by this quarterly report, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

73

PART II. OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Reference is made to the discussion in Note 6 to Financial Statements regarding legal proceedings.

Item 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors discussed in Part I, "Item 1A. Risk Factors" in our 2012 Form 10-K. The risks described in such report are not the only risks facing our Company.

Item 4. MINE SAFETY DISCLOSURES

We currently own and operate 12 surface lignite coal mines in Texas to provide fuel for our electricity generation facilities. These mining operations are regulated by the US 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 federal and state regulatory agencies such as the RRC and Office of Surface Mining. The MSHA inspects US mines, including ours, 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, which often results in a reduction of the severity and amount of fines and assessments and sometimes results in dismissal. Disclosure of MSHA citations, orders and proposed assessments are provided in Exhibit 95(a) to this quarterly report on Form 10-Q.

74

Item 6. EXHIBITS

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

Exhibits	Previously Filed With File Number*	As Exhibit
(2)	Plan of Acquisition, Reorganization, Arrangement, Liquidation, or Succession
2(a)			—	Agreement and Plan of Merger between EFH2 Corp. and Energy Future Holdings Corp.
(3(i))	Articles of Incorporation
3(a)			—	Restated Certificate of Formation of Energy Future Holdings Corp.
(3(ii))	By-laws
3(b)			—	Amended and Restated Bylaws of Energy Future Holdings Corp.
(4)	Instruments Defining the Rights of Security Holders, Including Indentures
	Energy Future Holdings Corp.
4(a)			—	Fifth Supplemental Indenture, dated April 15, 2013, to the Indenture, dated October 31, 2007, among Energy Future Holdings Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to Senior Notes due 2017 and Senior Toggle Notes due 2017.
4(b)	1-12833 Form 8-K (January 30, 2013)	4.1	—	Supplemental Indenture, dated January 25, 2013, to the Indenture, dated November 16, 2009, among Energy Future Holdings Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 9.75% Senior Secured Notes due 2019.
4(c)			—	Second Supplemental Indenture, dated April 15, 2013, to the Indenture, dated November 16, 2009, among Energy Future Holdings Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 9.75% Senior Secured Notes due 2019.
4(d)	1-12833 Form 8-K (January 30, 2013)	4.2	—	Eighth Supplemental Indenture, dated January 25, 2013, to the Indenture, dated January 12, 2010, among Energy Future Holdings Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 10.000% Senior Secured Notes due 2020.
4(e)			—	Ninth Supplemental Indenture, dated April 15, 2013, to the Indenture, dated January 12, 2010, among Energy Future Holdings Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 10.000% Senior Secured Notes due 2020.
4(f)			—	Second Supplemental Indenture, dated April 15, 2013, to the Indenture, dated November 1, 2004, between Energy Future Holdings Corp. and The Bank of New York Mellon, as trustee (For Unsecured Debt Securities Series P due 2014).
4(g)			—	Second Supplemental Indenture, dated April 15, 2013, to the Indenture, dated November 1, 2004, between Energy Future Holdings Corp. and The Bank of New York Mellon, as trustee (For Unsecured Debt Securities Series Q due 2024).
4(h)			—	Second Supplemental Indenture, dated April 15, 2013, to the Indenture, dated November 1, 2004, between Energy Future Holdings Corp. and The Bank of New York Mellon, as trustee (For Unsecured Debt Securities Series R due 2034).

75

Exhibits	Previously Filed With File Number*	As Exhibit
	Texas Competitive Electric Holdings Company LLC
4(i)			—	Third Supplemental Indenture, dated January 11, 2013, to the Indenture dated October 31, 2007, among Texas Competitive Electric Holdings Company LLC, TCEH Finance, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 10.25% Senior Notes due 2015, 10.25% Senior Notes due 2015, Series B, and 10.50%/11.25% Senior Toggle Notes due 2016.
4(j)			—	Supplemental Indenture, dated January 11, 2013, to the Indenture dated April 19, 2011, among Texas Competitive Electric Holdings Company LLC, TCEH Finance, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 11.5% Senior Secured Notes due 2020.
4(k)			—	Fourth Supplemental Indenture, dated January 11, 2013, to the Indenture dated October 6, 2010, among Texas Competitive Electric Holdings Company LLC, TCEH Finance, Inc., the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 15% Senior Secured Second Lien Notes due 2021 and 15% Senior Secured Second Lien Notes due 2021, Series B.
	Energy Future Intermediate Holding Company LLC
4(l)	1-12833 Form 8-K (filed January 30, 2013)	4.3	—	Supplemental Indenture, dated January 25, 2013, to the Indenture, dated November 16, 2009, among Energy Future Intermediate Holding Company LLC, EFIH Finance Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 9.75% Senior Secured Notes due 2019.
4(m)	1-12833 Form 8-K (filed January 30, 2013)	4.4	—	First Supplemental Indenture, dated January 29, 2013, to the Indenture, dated August 17, 2010, among Energy Future Intermediate Holding Company LLC, EFIH Finance Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 10.000% Senior Secured Notes due 2020.
4(n)			—	Second Supplemental Indenture, dated March 21, 2013, to the Indenture dated August 17, 2010, among Energy Future Intermediate Holding Company LLC, EFIH Finance Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee, relating to 10.000% Senior Secured Notes due 2020.
4(o)	1-12833 Form 8-K (filed January 30, 2013)	4.5	—	Second Supplemental Indenture, dated January 29, 2013, to the Indenture dated December 5, 2012, among Energy Future Intermediate Holding Company LLC, EFIH Finance Inc., and the Bank of New York Mellon Trust Company, N.A., as trustee, relating to 11.25%/12.25% Senior Toggle Notes due 2018.
4(p)	1-12833 Form 10-K (2012) (filed February 19, 2013)	4(uuu)	—	Third Supplemental Indenture, dated January 30, 2013, to the indenture, dated December 5, 2012, among Energy Future Intermediate Holding Company LLC, EFIH Finance Inc., and the Bank of New York Mellon Trust Company, N.A., as trustee, relating to 11.25%/12.25% Senior Toggle Notes due 2018.
(10)	Material Contracts
	Management Contracts; Compensatory Plans, Contracts and Arrangements
10(a)			—	Employment Agreement, dated March 6, 2013, between Energy Future Holdings Corp. and Donald L. Evans.
10(b)			—	Second Amended and Restated Employment Agreement, dated May 1, 2013, among TXU Retail Company LLC, Energy Future Holdings Corp. and James A. Burke.

76

Exhibits	Previously Filed With File Number*	As Exhibit
	Credit Agreements and Related Agreements
10(c)	1-12833 Form 8-K (filed January 7, 2013)	10.1	—	December 2012 Extension Amendment, dated January 4, 2013, to the $24,500,000,000 Credit Agreement.
10(d)	1-12833 Form 8-K (filed January 7, 2013)	10.2	—	Incremental Amendment No. 1, dated January 4, 2013, to the $24,500,000,000 Credit Agreement.
(31)	Rule 13a - 14(a)/15d-14(a) Certifications
31(a)			—	Certification of John F. Young, principal executive officer of Energy Future Holdings Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)			—	Certification of Paul M. Keglevic, principal financial officer of Energy Future Holdings Corp., pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certifications
32(a)			—	Certification of John F. Young, principal executive officer of Energy Future Holdings Corp., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)			—	Certification of Paul M. Keglevic, principal financial officer of Energy Future Holdings Corp., pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(95)	Mine Safety Disclosures
95(a)			—	Mine Safety Disclosures
(99)	Additional Exhibits
99(a)			—	Condensed Statement of Consolidated Income – Twelve Months Ended March 31, 2013.
99(b)			—	Energy Future Holdings Corp. Consolidated Adjusted EBITDA reconciliation for the three and twelve months ended March 31, 2013 and 2012.
99(c)			—	Texas Competitive Electric Holdings Company LLC Consolidated Adjusted EBITDA reconciliation for the three and twelve months ended March 31, 2013 and 2012.
99(d)			—	Energy Future Intermediate Holding Company LLC Consolidated Adjusted EBITDA reconciliation for the three and twelve months ended March 31, 2013 and 2012.
	XBRL Data Files
101.INS			—	XBRL Instance Document**
101.SCH			—	XBRL Taxonomy Extension Schema Document**
101.CAL			—	XBRL Taxonomy Extension Calculation Document**
101.DEF			—	XBRL Taxonomy Extension Definition Document**
101.LAB			—	XBRL Taxonomy Extension Labels Document**
101.PRE			—	XBRL Taxonomy Extension Presentation Document**

____________

* Incorporated herein by reference

** Furnished herewith

77

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 hereunto duly authorized.

	Energy Future Holdings Corp.
By:	/s/ STAN SZLAUDERBACH
Name:	Stan Szlauderbach
Title:	Senior Vice President and Controller
	(Principal Accounting Officer)

Date: May 1, 2013

78

EX-2.(A)

Exhibit 2(a)

AGREEMENT AND PLAN OF MERGER

BETWEEN

EFH2 CORP.

AND

ENERGY FUTURE HOLDING CORP.

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 15, 2013, and to be effective on the Effective Time set forth below, is between Energy Future Holdings Corp., a Texas corporation (“Parent”), and EFH2 Corp., a Texas corporation (“Subsidiary”).

WITNESSETH

WHEREAS, the boards of directors of the Parent and Subsidiary deem it advisable and in their mutual best interests and in the best interests of their shareholders that Parent be acquired by Subsidiary through a merger (the “Merger”) of Parent with and into Subsidiary and with Subsidiary as the surviving corporation of the Merger.

NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth below, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement hereby agree as follows:

AGREEMENT

Section 1.1Effective Time. The Merger shall become effective at such time as the certificate of merger (the “Certificate of Merger”), a copy of which is attached to this Agreement as Exhibit A, has been filed with the Secretary of State of the State of Texas (the “Effective Time”).

Section 1.2Merger. At the Effective Time, Parent shall be merged with and into Subsidiary in accordance with the provisions of chapter 10 of the Texas Business Organizations Code (the “Code”). Following the Merger, the separate corporate existence of Parent shall cease and Subsidiary shall succeed to and assume all the rights and obligations of Parent.

Section 1.3Surviving Corporation. For purposes of the Code and this Agreement, Subsidiary shall be the surviving corporation (the “Surviving Corporation”). The name of the Surviving Corporation shall be Energy Future Holdings Corp.

Section 1.4Effects of Merger. The Merger shall have the effects set forth in the laws of the state of Texas.

Section 1.5Certificate of Formation. At the Effective Time, Article I of the certificate of formation of the Surviving Corporation shall be deleted in its entirety and replaced with the following:

“The name of the corporation is Energy Future Holdings Corp. (the “Corporation”). The Corporation is a for-profit corporation.”

Section 1.6Board of Directors. The board of directors of the Surviving Corporation immediately following the Effective Time shall be those persons serving as directors of Parent as of the Effective Time, and shall serve in accordance with the terms of their election to such board.

Section 1.7Officers. The officers of the Surviving Corporation immediately following the Effective Time shall be the officers of Parent as of the Effective Time, each of whom shall serve at the will of the board of directors of the Surviving Corporation until the next annual meeting of directors or until such person resigns or is terminated or is replaced by a duly authorized action of such board or his respective successor or successors are elected and qualified.

Section 1.8Effect on Outstanding Shares of Parent and Subsidiary. As of the Effective Time, by virtue of the Merger and without any action on the part of Parent, Subsidiary, or their respective shareholders:

(a)each issued and outstanding share of common stock of Parent, no par value, shall be converted into one validly issued, fully paid and nonassessable share of common stock, no par value, of the Surviving Corporation and shall constitute the only shares of capital stock of the Surviving Corporation outstanding immediately after the Effective Time; and

(b)Any shares of capital stock of Subsidiary owned by Parent shall automatically be canceled and retired and shall cease to exist and no consideration shall be delivered in exchange for those shares.

Section 1.9Further Assurances. Parent shall, from time to time, take all such actions, and execute and deliver, or cause to be executed and delivered, all such instruments and documents, as Subsidiary may deem necessary or advisable to carry out the intent and purpose of the Merger.

Section 1.10Miscellaneous.

(a)Headings. The headings and subheadings used in this Agreement are for convenience of reference only and shall not be considered in construing this Agreement.

(b)Counterparts. This Agreement may be executed in counterparts with the same effect as if all parties to this Agreement had signed the same document. All counterparts so executed shall be deemed to be an original, shall be construed together and shall constitute one agreement.

(c)Severability. In the event any provision, or portion thereof, of this Agreement is held by a court having proper jurisdiction to be unenforceable in any jurisdiction, then such portion or provision shall be deemed to be severable as to such jurisdiction (but, to the extent permitted by law, not elsewhere) and shall not affect the remainder of this Agreement, which shall continue in full force and effect. If any provision of this Agreement is held to be so broad as to be unenforceable, such provision shall be interpreted to be only as broad as is necessary for it to be enforceable.

(d)Amendments. This Agreement may not be amended except by an instrument in writing, specifying such amendment, alteration or modification, signed by each of the parties to this Agreement prior to the Effective Time.

(e)Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the state of Texas, without regard to conflict of laws principles.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first written above.

ENERGY FUTURE HOLDINGS CORP.,

a Texas corporation

By:/s/ PAUL M. KEGLEVIC_

Name:Paul M. Keglevic

Title: Executive Vice President and Chief Financial Officer

EFH2 CORP., a Texas corporation

By:/s/ PAUL M. KEGLEVIC _

Name:Paul M. Keglevic

Title: Executive Vice President and Chief Financial Officer

Exhibit A

Certificate of Merger

Form 622 (Revised 05/11)	[State Seal of Texas] Certificate of Merger Combination Merger Business Organizations Code	This space reserved for office use.
Return in duplicate to: Secretary of State P.O. Box 13697 Austin, TX 78711-3697 512 463-5555 FAX: 512 463-5709
Filing Fee: see instructions

Parties to the Merger

Pursuant to chapter 10 of the Texas Business Organizations Code, and the title applicable to each domestic filing entity identified below, the undersigned parties submit this certificate of merger.

The name, organizational form, state of incorporation or organization, and file number, if any, issued by the secretary of state for each organization that is a party to the merger are as follows:

Party 1: EFH2 Corp.

The organization is a for-profit corporation. It is organized under the laws of Texas, USA. The file number, if any, is 801764836. Its principal place of business is Energy Plaza, 1601 Bryan Street, Dallas, TX. The organization will survive the merger. The plan of merger amends the name of the organization. The new name is set forth below:

Energy Future Holdings Corp.

Party 2: Energy Future Holdings Corp.

The organization is a for-profit corporation. It is organized under the laws of Texas, USA. The file number is 139619200. Its principal place of business is Energy Plaza, 1601 Bryan Street, Dallas, TX. The organization will not survive the merger.

Alternative Statements

In lieu of providing the plan of merger, each domestic filing entity certifies that:

1. A signed plan of merger is on file at the principal place of business of each surviving, acquiring, or new domestic entity or non-code organization that is named in this form as a party to the merger or an organization created by the merger.

2. On written request, a copy of the plan of merger will be furnished without cost by each surviving, acquiring, or new domestic entity or non-code organization to any owner or member of any domestic entity that is a party to or created by the plan of merger and, if the certificate of merger identifies multiple surviving domestic entities or non-code organizations, to any creditor or oblige of the parties to the merger at the time of the merger if a liability or obligation is then outstanding.

3B. The plan of merger effected changes or amendments to the certificate of formation of:

EFH2 Corp.

The changes or amendments to the filing entity's certificate of formation, other than the name change noted previously, are stated below.

Article I is hereby deleted in its entirety and replaced with the following:

“The name of the corporation is Energy Future Holdings Corp. (the “Corporation”). The Corporation is a for-profit corporation.”

Approval of the Plan of Merger

The plan of merger has been approved as required by the laws of the jurisdiction of formation of each organization that is a party to the merger and by the governing documents of those organizations.

Effectiveness of Filing

This document becomes effective when the document is accepted and filed by the secretary of state.

Tax Certificate

In lieu of providing the tax certificate, one or more of the surviving, acquiring or newly created organizations will be liable for the payment of the required franchise taxes.

Execution

The undersigned signs this document subject to the penalties imposed by law for the submission of a materially false or fraudulent instrument. The undersigned certifies that the statements contained herein are true and correct, and that the person signing is authorized under the provisions of the Business Organizations Code, or other law applicable to and governing the merging entity, to execute the filing instrument.

Date: 4/15/2013

EFH2 Corp.

Merging Entity Name

/s/ PAUL M. KEGLEVIC

Signature of authorized person (see instructions)

Paul M. Keglevic

Printed or typed name of authorized person

Energy Future Holdings Corp.

Merging Entity Name

/s/ PAUL M. KEGLEVIC

Signature of authorized person (see instructions)

Paul M. Keglevic

Printed or typed name of authorized person

EX-3.(A)

Exhibit 3(a)

RESTATED CERTIFICATE OF FORMATION

OF

ENERGY FUTURE HOLDINGS CORP.

ARTICLE I.

The name of the corporation is Energy Future Holdings Corp. (the “Corporation”). The Corporation is a for-profit corporation.

ARTICLE II.

The initial registered agent is an organization by the name of: CT Corporation System. The business address of the registered office of the Corporation is 350 North St. Paul Street, Suite 2900, Dallas, Texas 75201-4232.

ARTICLE III.

The number of directors currently constituting the board of directors is fourteen, and the names and addresses of the persons who currently serve as directors are as follows:

Name	Address
Arcilia C. Acosta	1601 Bryan St., Dallas, Texas 75201-3411
David Bonderman	1601 Bryan St., Dallas, Texas 75201-3411
Donald L. Evans	1601 Bryan St., Dallas, Texas 75201-3411
Thomas D. Ferguson	1601 Bryan St., Dallas, Texas 75201-3411
Brandon A. Freiman	1601 Bryan St., Dallas, Texas 75201-3411
Scott Lebovitz	1601 Bryan St., Dallas, Texas 75201-3411
Marc S. Lipschultz	1601 Bryan St., Dallas, Texas 75201-3411
Michael McDougall	1601 Bryan St., Dallas, Texas 75201-3411
Kenneth Pontarelli	1601 Bryan St., Dallas, Texas 75201-3411
William K. Reilly	1601 Bryan St., Dallas, Texas 75201-3411
Jonathan D. Smidt	1601 Bryan St., Dallas, Texas 75201-3411
Billie Williamson	1601 Bryan St., Dallas, Texas 75201-3411
John F. Young	1601 Bryan St., Dallas, Texas 75201-3411
Kneeland Youngblood	1601 Bryan St., Dallas, Texas 75201-3411

ARTICLE IV.

The Corporation is authorized to issue one class of stock to be designated “Common Stock,” without par value. The total number of shares which the Corporation is authorized to issue is 2,000,000,000.

ARTICLE V.

The purpose for which the Corporation is formed is for the transaction of any and all lawful business for which a for-profit corporation may be organized under the TBOC.

ARTICLE VI.

Any action required by the TBOC to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the taking of such action.

ARTICLE VII.

No shareholder shall have any preemptive right to acquire any proportional amounts of the Corporation's unissued or treasury shares on the decision of the board of directors to issue such shares.

ARTICLE VIII.

1.Right to Indemnification. Subject to the limitations and conditions as provided in this Article VIII, each person who was or is made a party or is threatened to be made a party to or is involved in any threatened, pending or completed action or other proceeding, whether civil, criminal, administrative, arbitrative or investigative, or any appeal in such a proceeding or any inquiry or investigation that could lead to such a proceeding (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Corporation or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, partner, venturer, proprietor, trustee, employee, agent, or similar functionary of another foreign or domestic corporation, limited liability company, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise shall be indemnified by the Corporation to the fullest extent permitted by the TBOC, as the same exists or may hereafter be amended against judgments, penalties (including excise and similar taxes and punitive damages), fines, settlements and reasonable expenses (including, without limitation, attorneys' fees) actually incurred by such person in connection with such proceeding, and indemnification under this Article VIII shall continue as to a person who has ceased to serve in the capacity which initially entitled such person to indemnity hereunder. The rights granted pursuant to this Article VIII shall be deemed contract rights, and no amendment, modification or repeal of this Article VIII shall have the effect of limiting or denying any such rights with respect to actions taken or proceedings arising prior to any such amendment, modification or repeal. It is expressly acknowledged that the indemnification provided in this Article VIII could involve indemnification for negligence or under theories of strict liability.

2.Advancement of Expenses. The right to indemnification conferred in this Article VIII shall include the right to be paid or reimbursed by the Corporation the reasonable expenses incurred by a person of the type entitled to be indemnified above who was, is or is threatened to be made a named defendant or respondent in a proceeding in advance of the final disposition of the proceeding and without any determination as to the person's ultimate entitlement to indemnification; provided, however, that the payment of such expenses incurred by any such person in advance of the final disposition of a proceeding shall be made only upon delivery to the Corporation of a written affirmation by such indemnified person of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification under this Article VIII and a written undertaking, by or on behalf of such person, to repay all amounts so advanced if it shall ultimately be determined that such indemnified person is not entitled to be indemnified under this Article VIII or if such indemnification is prohibited by applicable law.

3.Indemnification of Employees and Agents. The Corporation, by adoption of a resolution by the board of directors or a duly appointed committee of the board of directors, may indemnify and advance expenses to an employee or agent of the Corporation to the same extent and subject to the same conditions under which it may indemnify and advance expenses to directors and officers under this Article VIII; and the Corporation, by adoption of a resolution by the board of directors or a duly appointed committee of the board of directors, may indemnify and advance expenses to persons who are not or were not directors, officers, employees or agents of the Corporation but who are or were serving at the request of the Corporation as a director, officer, manager, member, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any liability asserted against him or her and incurred by him or her in such a capacity or arising out of his or her status as such a person to the same extent that it may indemnify and advance expenses to directors and officers under this Article VIII.

4.Appearance as a Witness. Notwithstanding any other provision of this Article VIII, the Corporation may pay or reimburse expenses incurred by a director, officer, employee, agent or other person in connection with his or her appearance as a witness or other participation in a proceeding at a time when he or she is not a named defendant or respondent in the proceeding.

5.Nonexclusivity of Rights. The right to indemnification and the advancement and payment of expenses conferred in this Article VIII shall not be exclusive of any other right which a director or officer or other person indemnified pursuant to this Article VIII may have or hereafter acquire under any law (common or statutory), provision of this certificate of formation or the bylaws of the Corporation, agreement, vote of shareholders or disinterested directors or otherwise.

6.Insurance. The Corporation may purchase, procure, establish and maintain, at its expense, insurance or another arrangement to indemnify or hold harmless, to protect itself and any person who is or was serving as a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, manager, member, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, partnership, joint venture, proprietorship, employee benefit plan, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under this Article VIII.

7.Savings Clause. If this Article VIII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify and hold harmless each director, officer or any other person indemnified pursuant to this Article VIII as to costs, charges and expenses (including attorneys' fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the full extent permitted by any applicable portion of this Article VIII that shall not have been invalidated and to the fullest extent permitted by applicable law.

For purposes of this Article VIII, the term “Corporation” shall include any predecessor of the Corporation and any constituent corporation (including any constituent of a constituent) absorbed by the Corporation in a consolidation or merger; the term “other enterprise” shall include any corporation, limited liability company, partnership, joint venture, trust or employee benefit plan; service “at the request of the Corporation” shall include service as a director, officer, manager, member or employee of the Corporation which imposes duties on, or involves services by, such director, officer, manager, member or employee with respect to an employee benefit plan, its participants or beneficiaries; any excise taxes assessed on a person

with respect to an employee benefit plan shall be deemed to be indemnifiable expenses; and action by a person with respect to an employee benefit plan which such person reasonably believes to be in the interest of the participants and beneficiaries of such plan shall be deemed to be action not opposed to the best interests of the Corporation.

ARTICLE IX.

A director of the Corporation shall not be liable to the Corporation or its shareholders for monetary damages for any act or omission in the director's capacity as a director, except that this provision does not eliminate or limit the liability of a director to the extent the director is found liable under applicable law for

(a)a breach of the director's duty of loyalty to the Corporation or its shareholders;

(b)an act or omission not in good faith that constitutes a breach of duty of the director to the Corporation or that involves intentional misconduct or a knowing violation of the law;

(c)a transaction from which the director received an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the director's duties; or

(d)an act or omission for which the liability of the director is expressly provided for by an applicable statute.

If the TBOC is amended to authorize action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the TBOC as so amended. Any repeal or modification of this Article IX shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE X.

The bylaws of the Corporation may be altered, changed or amended as provided by statute, or at any meeting of the board of directors by affirmative vote of a majority of all of the directors.

ARTICLE XI.

A.Certain Definitions. For purposes of this Article XI, (i) “Affiliate” of any Person shall include any principal, member, director, partner, shareholder, officer, employee or other representative of any Person that, directly or indirectly, is controlled by such Person, controls such Person or is under common control with such Person (other than the Corporation and any entity that is controlled by the Corporation) or any Person that, directly or indirectly, is controlled by such Person, controls such Person or is under common control with such Person, (ii) “Person” shall mean any individual, corporation, general or limited partnership, limited liability company, joint venture, trust, association or any other entity and (iii) “Sponsor-Affiliates” shall mean Kohlberg Kravis Roberts & Co. L.P., TPG Capital, L.P., Goldman, Sachs & Co. and each of their respective Affiliates.

B.Certain Activities. In anticipation of the benefits to be derived by the Corporation through its continued contractual, corporate and business relationships with the Sponsor-Affiliates and in anticipation and recognition that (i) certain directors, principals, officers, employees and/or other representatives of Sponsors-Affiliates may serve as directors or officers of the Corporation, (ii) the Sponsor-Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which

the Corporation, directly or indirectly, may engage and/or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, and (iii) members of the Board of Directors who are not employees of the Corporation (“Non-Employee Directors”) and their respective Affiliates may now engage and may continue to engage in the same or similar activities or related lines of business as those in which the Corporation, directly or indirectly, may engage and /or other business activities that overlap with or compete with those in which the Corporation, directly or indirectly, may engage, the provisions of this Article XI are set forth to define the circumstances in which the fiduciary duties of the Non-Employee Directors and the Sponsor-Affiliates would not be breached even if certain classes or categories of business opportunities are alleged to have been usurped by one or more of the Sponsor-Affiliates, the Non-Employee Directors or their respective Affiliates.

C.Certain Transactions. None of (i) any Sponsor-Affiliate or (ii) any Non-Employee Director or his or her Affiliates (any such Person identified in clause (i) or (ii), an “identified Person”) shall be in breach of a fiduciary duty for failing to refrain from directly or indirectly (A) engaging in a corporate opportunity in the same or similar business activities or lines of business in which the Corporation or any of its Affiliates has a reasonable expectancy interest or property right or (B) otherwise competing with the Corporation. For the avoidance of doubt, to the extent that any purchase, sale or other transaction by any Identified Person involving any securities or indebtedness of the Corporation or any of its Affiliates (or involving any hedge, swap, derivative or other instrument relating to or in respect of any of the foregoing securities or indebtedness) may deemed to be a corporate opportunity or to be in competition with the Corporation, the Identified Persons shall be fully protected by the foregoing provisions of this Article XI in pursuing such purchase, sale or other transaction or in taking any other action in respect of or affecting such securities, indebtedness or other instrument. The Corporation hereby renounces any reasonable expectancy interest or property right in any business opportunity which may be a corporate opportunity for both an Identified Person and the Corporation or any of its Affiliates, except as provided in paragraph D of this Article XI. In the event that any Identified Person acquires knowledge of a potential transaction or other business opportunity which may be a corporate opportunity for itself, himself or herself and the Corporation or any of its Affiliates, such Identified Person would not be in breach of a fiduciary duty for failing to communicate or offer such transaction or other business opportunity to the Corporation or any of its Affiliates. To the fullest extent permitted by law, no Identified Person can be held individually liable to the Corporation or its stockholders or creditors for any damages as a result of engaging in any of activities permitted pursuant to this paragraph C.

D.Usurping Certain Corporate Opportunities Are Breaches of Fiduciary Duty. The Corporation does not renounce its expectancy interest or property right in any corporate opportunity offered to any Non-Employee Director (including any Non-Employee Director who serves as an officer of the Corporation) if such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the Corporation and the provisions of paragraph C of Article XI shall not apply to any such corporate opportunity.

E.Exclusion. In addition to and without limiting the foregoing provisions of this Article XI, a corporate opportunity shall not be deemed to be a potential corporate opportunity for the Corporation if the Corporation is not financially capable or contractually permitted or legally able to undertake it, or if it is, from its nature, not in the line of the Corporation's business or is of no practical advantage to it or it is one in which the Corporation has no reasonable expectancy interest of property right.

EX-3.(B)

Exhibit 3(b)

ENERGY FUTURE HOLDINGS CORP.

Bylaws

Section 1. Registered Office. The registered office of the Corporation required by the Texas Business Organizations Code (the “TBOC”) to be maintained in the State of Texas shall be the registered office named in the Certificate of Formation of the Corporation (the “Certificate of Formation”) or such other office (which need not be a place of business of the Corporation) as may be designated from time to time by the board of directors in the manner provided by law.

Section 2. Place of Meetings. All meetings of the shareholders shall be held at the principal place of business of the Corporation or at such other place within or without the State of Texas as shall be specified or fixed in the notices or waivers of notice thereof.

Section 3. Quorum; Required Vote for Shareholder Action; Adjournment of Meetings.

(a)Quorum. With respect to any matter, a quorum shall be present at a meeting of shareholders if the holders of a majority of the shares entitled to vote on that matter are represented at the meeting in person or by proxy, unless otherwise provided in the Certificate of Formation of the Corporation, as the same may be amended from time to time, in accordance with the TBOC.

(b)Voting on Matters Other Than the Election of Directors. With respect to any matter, other than the election of directors or a matter for which the affirmative vote of the holders of a specified portion of the shares of any class or series entitled to vote is required by the TBOC, the affirmative vote of the holders of a majority of the shares of any class or series entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present shall be the act of the shareholders, unless otherwise provided in the Certificate of Formation or these bylaws in accordance with the TBOC.

(c)Voting in the Election of Directors. Unless otherwise provided in the Certificate of Formation or these bylaws in accordance with the TBOC, directors shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present.

(d)Adjournment. Notwithstanding the other provisions of the Certificate of Formation or these bylaws, the chairman of the meeting or the holders of a majority of the shares entitled to vote that are represented in person or by proxy at any meeting of shareholders, whether or not a quorum is present, shall have the power to adjourn such meeting from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If such meeting is adjourned by the shareholders, such time and place shall be determined by a vote of the holders of a majority of the shares entitled to vote that are represented in person or by proxy at such meeting. Upon the resumption of such adjourned meeting, any business may be transacted that might have been transacted at the meeting as originally called.

Section 4. Annual Meetings. An annual meeting of the shareholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, within or without the State of Texas, on such date and at such time as the board of directors shall fix and set forth in the notice of the meeting.

Section 5. Special Meetings. Unless otherwise provided in the Certificate of Formation, special meetings of the shareholders for any proper purpose or purposes may be called at any time by (a) the chairman of the board (if any), the president, the board of directors, or such other person or persons as may be authorized in the Certificate of Formation or (b) unless the Certificate of Formation provides otherwise, the holders of at least twenty-five percent of all the shares entitled to vote at the proposed special meeting.

Only business within the purpose or purposes described in the notice (or waiver thereof) required by these bylaws may be conducted at a special meeting of the shareholders.

Section 6. Record Date. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or to receive payment of any dividend, or for any other proper purpose, the board of directors may fix in advance a record date for any such determination, such date to be not more than sixty days and, in case of a meeting of shareholders, not less than ten days, prior to the date on which the particular action requiring such determination of shareholders is to be taken.

Section 7. Notice of Meetings. Written or printed notice stating the place, day and hour of the meeting, the means of any remote communications by which shareholders may be considered present and may vote at the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten days nor more than 60 days before the date of the meeting, personally, by electronic transmission or by mail, by or at the direction of the president, the secretary or the officer or calling the meeting, to each shareholder entitled to vote at such meeting.

Section 8. Voting. Unless otherwise required by law or provided in the Certificate of Formation, each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders. If the Certificate of Formation provides for more or less than one vote per share for all the outstanding shares or for the shares of any class or series on any matter, every reference in these bylaws or in the Certificate of Formation (unless expressly stated otherwise therein), in connection with such matter, to a specified portion of such shares shall mean such portion of the votes entitled to be cast in respect of such shares by virtue of the provisions of such Certificate of Formation.

Section 9. Action by Written Consent. Any action required by the TBOC to be taken at any annual or special meeting of shareholders, or any action which may be taken at any annual or special meeting of shareholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of shares having not less than the minimum number of votes that would be necessary to take such action at a meeting at which the holders of all shares entitled to vote on the action were present and voted. Prompt notice of the taking of any action by shareholders without a meeting by less than unanimous written consent shall be given to those shareholders who did not consent in writing to the taking of such action.

Section 10. Form of Certificates of Stock, Uncertificated Shares and Transfer of Shares. The shares of the Corporation's stock may be certificated or uncertificated, as provided under the TBOC, and shall be entered in the books of the Corporation and registered as they are issued. Certificates of stock of the Corporation shall be of such form and device as the board of directors may from time to time determine. The stock of the Corporation shall be transferable only on the books of the Corporation by registered owners of uncertificated shares and by the holders in person or by attorney on surrender of the certificates therefor properly endorsed. Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, and upon payment of all taxes as may be imposed by law, it shall be the duty of the Corporation to issue a new certificate or evidence of the issuance of uncertificated shares to the person

entitled thereto, cancel the old certificate, and record the transaction upon the Corporation's books. The board of directors may appoint one or more transfer agents and one or more registrars of the stock. The Corporation shall be entitled to treat the holder of record of any shares of the Corporation as the owner thereof for all purposes, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares or any rights deriving from such shares, on the part of any other person, unless and until such other person becomes the holder of record of such shares, whether or not the Corporation shall have either actual or constructive notice of the interest of such other person. Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice that shall set forth the information required by Section 3.205(a) of the TBOC.

Section 11. Signing of Certificates of Stock. Certificates of stock of the Corporation shall be signed by the chairman of the board, the chief executive, the president or any vice president and either the secretary or an assistant secretary, and shall be sealed with the seal of the Corporation or a facsimile thereof. The signatures of such officers upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent or registered by a registrar, either of which is other than the Corporation itself or an employee of the Corporation. In case any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of its issuance.

Section 12. Directors

(a)    Number of Directors; Vacancies. The board of directors shall consist of not less than two nor more than seventeen directors. Subject to the foregoing sentence, the specific number constituting the board of directors shall be determined by resolution of the board of directors, but no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the board of directors resulting from death, resignation, retirement, disqualification, removal from office or other cause may be filled by the affirmative vote of a majority of the remaining directors then in office, regardless of whether that majority is less than a quorum, and directors so chosen shall hold office until the expiration of the term of office of the director whom he or she has replaced or until his or her successor shall be elected and qualified. A director elected to fill a vacancy is elected for the unexpired term of the member's predecessor in office.

(b)    Meetings; Quorum. Meetings of the board of directors shall be held at the time and place fixed by resolution of the board of directors or upon the call of the chairman of the board or the president. The secretary or officer performing his duties shall give two days' notice of all meetings of directors by mail or telegram to the last known address of each director, or, on consent of a director, by electronic transmission, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at such time as may be fixed by a resolution of the board. Meetings of the directors may be held at any time without notice if all directors are present or if those not present waive notice either before or after the meeting. At any meeting of directors a majority of the whole number of directors shall constitute a quorum, but less than a quorum shall have power to adjourn the meeting from time to time.

Section 13. Officers. Each year, the board of directors may elect one of their number chairman of the board, shall elect a president of the Corporation, shall elect one or more vice presidents, a secretary and a treasurer, and may elect one or more assistant secretaries and assistant treasurers and such other officers as they may from time to time deem proper. The same person may be elected to and hold more than one office, except that the president and the secretary shall not be the same person. The term of office of all

officers shall be one year, or until their respective successors are chosen and qualified, but any officer may be removed from office for or without cause at any time by the board of directors. Whenever any vacancy shall occur in any office by death, resignation, increase in the number of offices of the Corporation, or otherwise, the same shall be filled by the board of directors, and the officer so elected shall hold office until his successor is chosen and qualified. The officers of the Corporation shall have such powers and duties as usually pertain to their offices, respectively, as well as such powers and duties as may from time to time be conferred by the board of directors.

Section 14. Committees. The board of directors may establish committees, each committee to consist of one or more directors, which committees shall have such power and authority and shall perform such functions as may be provided in such resolution. Unless the chair is appointed by the board, each committee shall designate a chair by majority vote of the committee. Each committee may make rules for the conduct of its business as it may deem necessary. A majority of the members of each committee shall constitute a quorum, and the vote of a majority of the committee members present at a duly held meeting at which a quorum is present shall be regarded as the act of the committee.

Section 15. Action by Written Consent Without a Meeting. Any action required or permitted to be taken by the board of directors or any committee thereof may be taken without a meeting, provided that all members of the board of directors or committee, as applicable, consent in writing or by electronic transmission to such action, and the writing or writings or electronic transmission or transmissions are filed with the minutes or proceedings of the board of directors or committee, as applicable. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Such action by written consent shall have the same force and effect as a unanimous vote of the board of directors or committee, as applicable.

Section 16. Insurance, Indemnification and Other Arrangements. Without further specific approval of the shareholders of the Corporation, the Corporation may purchase, enter into, maintain or provide insurance, indemnification or other arrangements for the benefit of any person who is or was a director, officer, employee or agent of the Corporation or is or was serving another entity at the request of the Corporation as a director, officer, manager, member, partner, venturer, proprietor, trustee, employee, agent or similar functionary, to the fullest extent permitted by the laws of the State of Texas, including without limitation Chapter 8 of the Texas Business Organizations Code or any successor provision, against any liability asserted against or incurred by any such person in any such capacity or arising out of such person's service in such capacity whether or not the Corporation would otherwise have the power to indemnify against any such liability under the Texas Business Organizations Code. If the laws of the State of Texas are amended to authorize the purchase, entering into, maintaining or providing of insurance, indemnification or other arrangements in the nature of those permitted hereby to a greater extent than presently permitted, then the Corporation shall have the power and authority to purchase, enter into, maintain and provide any additional arrangements in such regard as shall be permitted from time to time by the laws of the State of Texas without further approval of the shareholders of the Corporation. No repeal or modification of such laws or this Section 16 shall adversely affect any such arrangement or right to indemnification existing at the time of such repeal or modification.

Section 17. Compensation of Directors. The board of directors shall have power to authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the board of directors, committees, and to determine the amount of such compensation and fees.

Section 18. Amendment of Bylaws. These bylaws may be altered, changed or amended as provided by statute, or at any meeting of the board of directors by affirmative vote of a majority of all of the directors.

EX-4.(A)

Exhibit 4(a)

FIFTH SUPPLEMENTAL INDENTURE

Fifth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 15, 2013, among Energy Future Holdings Corp. (formerly EFH2 Corp.), a Texas corporation (the “Company”), the Guarantors named on the signature page hereto and The Bank of New York Mellon Trust Company, N.A., a national banking association (successor as trustee to The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation), as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of Energy Future Holdings Corp., a Texas corporation (the “Predecessor”), and the Guarantors has heretofore executed and delivered to the Trustee an Indenture, dated as of October 31, 2007, as supplemented and amended by the Supplemental Indenture, dated as of July 8, 2008, the Second Supplemental Indenture, dated as of August 3, 2009, the Third Supplemental Indenture, dated as of July 29, 2010 and the Fourth Supplemental Indenture, dated as of October 18, 2011 (as so supplemented and amended, the “Indenture”), providing for the issuance of the Predecessor's 10.875% Senior Notes due 2017 (the “Senior Cash Pay Notes”) and 11.250%/12.000% Senior Toggle Notes due 2017 (the “Senior Toggle Notes” and, together with any increase in the aggregate principal amount thereof, or any Related PIK Notes with respect thereto, in each case in connection with any PIK Payment with respect thereto, and together with the Senior Cash Pay Notes, the “Senior Notes”);

WHEREAS, the Predecessor has contributed all of the capital stock of Energy Future Competitive Holdings Company to the Company, which contribution did not constitute the transfer of all or substantially all of the properties or assets of the Predecessor;

WHEREAS, on the date hereof, simultaneously with the effectiveness of this Supplemental Indenture, the Predecessor shall have merged with and into the Company, with the Company continuing its existence under the laws of the State of Texas, and the merger shall have become effective under the laws of the State of Texas;

WHEREAS, Section 5.01(a) of the Indenture provides, among other things, that the Predecessor shall not merge with or into any Person unless (1) the Successor Company (as defined in the Indenture), if other than the Predecessor, expressly assumes (i) all the obligations of the Predecessor under the Senior Notes and the Indenture pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee and (ii) the Registration Rights Agreement (as defined in the Indenture) and (2) each Guarantor shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the Indenture, the Senior Notes and the Registration Rights Agreement;

WHEREAS, Section 5.02 of the Indenture provides that, upon any merger in accordance with Section 5.01 of the Indenture (other than as otherwise provided in Section 5.02), the successor corporation into or with which the Predecessor is merged shall succeed to, and be substituted for (so that from and after the date of such merger, the provisions of the Indenture referring to the “Issuer” shall refer instead to the successor corporation and not to the Predecessor), and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if such successor Person had been named as the “Issuer” in the Indenture;

WHEREAS, Section 9.01 of the Indenture provides that, without the consent of any Holders, the Company, the Guarantors and the Trustee may amend or supplement the Indenture, the Senior Notes or the Guarantees, at any time after the Issue Date, to comply with Section 5.01 of the Indenture or to provide for the assumption of the Predecessor's obligations to the Holders;

WHEREAS, the Company desires and has requested that the Trustee join in execution of this Supplemental Indenture for the purpose of evidencing such succession and assumption;

WHEREAS, each of the Company and the Guarantors has been duly authorized to enter into this Supplemental Indenture;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding instrument enforceable in accordance with its terms have been complied with or have been done or performed; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Senior Notes as follows:

ARTICLE ONE

SECTION 1.01. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

ARTICLE TWO

SECTION 2.01. Representations of the Company. The Company represents and warrants to the Trustee as follows:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas.

(b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

ARTICLE THREE

SECTION 3.01. Assumptions and Agreements of Successor.

(a) In accordance with Section 5.01(a) of the Indenture, the Company hereby expressly assumes (i) all the obligations of the Predecessor under the Senior Notes and the Indenture and (ii) the Registration Rights Agreement.

(b) In accordance with Section 5.02 of the Indenture, the Company shall succeed to, and be substituted for (so that from and after the date of this Supplemental Indenture, the provisions of the

Indenture referring to the “Issuer” shall refer instead to the Company and not to the Predecessor), and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if the Company had been named the “Issuer” in the Indenture.

ARTICLE FOUR

SECTION 4.01. Confirmation of Guarantees by Guarantors. Each Guarantor hereby confirms that its Guarantee shall apply to the Company's obligations under the Indenture, the Senior Notes and the Registration Rights Agreement.

ARTICLE FIVE

SECTION 5.01. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto.

SECTION 5.02. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 5.03. Full Force and Effect. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Company, the Guarantors and the Trustee, this Supplemental Indenture shall form a part of the Indenture for all purposes, and the Company, the Guarantors, the Trustee and every Holder of Senior Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the Indenture, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not made), unless the context shall otherwise require.

SECTION 5.04. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

SECTION 5.05. Confirmation and Preservation of Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

SECTION 5.06. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Senior Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Senior Notes.

SECTION 5.07. Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Guarantors in this Supplemental Indenture shall bind their respective successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

SECTION 5.08. The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Company or the Guarantors.

SECTION 5.09. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 5.10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 5.11. Severability. If any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Supplemental Indenture or the Indenture shall not in any way be affected or impaired thereby.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

ENERGY FUTURE HOLDINGS CORP.
By:	/s/ Anthony R. Horton
	Name: Anthony R. Horton
	Title: Senior Vice President, Treasurer and Assistant Secretary

ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC
By:	/s/ Anthony R. Horton
	Name: Anthony R. Horton
	Title: Senior Vice President and Treasurer

ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC
By:	/s/ Anthony R. Horton
	Name: Anthony R. Horton
	Title: Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Julie Hoffman-Ramos
	Name: Julie Hoffman-Ramos
	Title: Vice-President

EX-4.(C)

Exhibit 4(c)

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of April 15, 2013, between Energy Future Holdings Corp. (formerly EFH2 Corp.), a Texas corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Energy Future Holdings Corp., a Texas corporation (the “Predecessor”), has heretofore executed and delivered to the Trustee an Indenture, dated as of November 16, 2009, as supplemented and amended by the Supplemental Indenture, dated as of January 25, 2013 (as so supplemented and amended, the “Indenture”), providing for the issuance of the Predecessor's 9.75% Senior Secured Notes due 2019 (the “Notes”);

WHEREAS, the Predecessor has contributed all of the capital stock of Energy Future Competitive Holdings Company to the Company, which contribution did not constitute the transfer of all or substantially all of the properties or assets of the Predecessor;

WHEREAS, on the date hereof, simultaneously with the effectiveness of this Supplemental Indenture, the Predecessor shall have merged with and into the Company, with the Company continuing its existence under the laws of the State of Texas, and the merger shall have become effective under the laws of the State of Texas;

WHEREAS, Section 5.01(a) of the Indenture provides, among other things, that the Predecessor shall not merge with or into any Person unless the Successor Company (as defined in the Indenture), if other than the Predecessor, expressly assumes all the obligations of the Predecessor under the Notes, the Indenture and the Security Documents, to the extent the Predecessor is a party thereto, pursuant to a supplemental indenture or other document or instrument in form reasonably satisfactory to the Trustee;

WHEREAS, Section 5.02 of the Indenture provides that, upon any merger in accordance with Section 5.01 of the Indenture (other than as otherwise provided in Section 5.02), the successor corporation into or with which the Predecessor is merged shall succeed to, and be substituted for (so that from and after the date of such merger, the provisions of the Indenture referring to the “Issuer” shall refer instead to the successor corporation and not to the Predecessor), and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if such successor Person had been named as the “Issuer” in the Indenture;

WHEREAS, Section 9.01 of the Indenture provides that, without the consent of any Holders, the Company and the Trustee may amend or supplement the Indenture, the Notes or any Security Document, at any time after the Issue Date, to comply with Section 5.01 of the Indenture or to provide for the assumption of the Predecessor's obligations to the Holders;

WHEREAS, the Company desires and has requested that the Trustee join in execution of this Supplemental Indenture for the purpose of evidencing such succession and assumption;

WHEREAS, the Company has been duly authorized to enter into this Supplemental Indenture;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding instrument enforceable in accordance with its terms have been complied with or have been done or performed; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE ONE

SECTION 1.01. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

ARTICLE TWO

SECTION 2.01. Representations of the Company. The Company represents and warrants to the Trustee as follows:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas.

(b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

ARTICLE THREE

SECTION 3.01. Assumptions and Agreements of Successor.

(a) In accordance with Section 5.01(a) of the Indenture, the Company hereby expressly assumes all the obligations of the Predecessor under the Notes, the Indenture and the Security Documents, to the extent the Predecessor is a party thereto.

(b) In accordance with Section 5.02 of the Indenture, the Company shall succeed to, and be substituted for (so that from and after the date of this Supplemental Indenture, the provisions of the Indenture referring to the “Issuer” shall refer instead to the Company and not to the Predecessor), and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if the Company had been named the “Issuer” in the Indenture.

ARTICLE FOUR

SECTION 4.01. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto.

SECTION 4.02. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 4.03. Full Force and Effect. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, this Supplemental Indenture shall form a part of the Indenture for all purposes, and the Company, the Trustee and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the Indenture, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not made), unless the context shall otherwise require.

SECTION 4.04. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

SECTION 4.05. Confirmation and Preservation of Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

SECTION 4.06. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes.

SECTION 4.07. Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

SECTION 4.08. The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Company.

SECTION 4.09. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 4.10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 4.11. Severability. If any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Supplemental Indenture or the Indenture shall not in any way be affected or impaired thereby.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

ENERGY FUTURE HOLDINGS CORP.
By:	/s/ Anthony R. Horton
	Name: Anthony R. Horton
	Title: Senior Vice President, Treasurer and Assistant Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Julie Hoffman-Ramos
	Name: Julie Hoffman-Ramos
	Title: Vice-President

EX-4.(E)

Exhibit 4(e)

NINTH SUPPLEMENTAL INDENTURE

Ninth Supplemental Indenture (this “Supplemental Indenture”), dated as of April 15, 2013, between Energy Future Holdings Corp. (formerly EFH2 Corp.), a Texas corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Energy Future Holdings Corp., a Texas corporation (the “Predecessor”), has heretofore executed and delivered to the Trustee an Indenture, dated as of January 12, 2010, as supplemented and amended by the First Supplemental Indenture, dated as of March 16, 2010, the Second Supplemental Indenture, dated as of April 13, 2010, the Third Supplemental Indenture, dated as of April 14, 2010, the Fourth Supplemental Indenture, dated as of May 21, 2010, the Fifth Supplemental Indenture, dated as of July 2, 2010, the Sixth Supplemental Indenture, dated as of July 6, 2010, the Seventh Supplemental Indenture, dated as of July 7, 2010, and the Eighth Supplemental Indenture, dated as of January 25, 2013 (as so supplemented and amended, the “Indenture”), providing for the issuance of the Predecessor's 10.000% Senior Secured Notes due 2020 (the “Notes”);

WHEREAS, the Predecessor has contributed all of the capital stock of Energy Future Competitive Holdings Company to the Company, which contribution did not constitute the transfer of all or substantially all of the properties or assets of the Predecessor;

WHEREAS, on the date hereof, simultaneously with the effectiveness of this Supplemental Indenture, the Predecessor shall have merged with and into the Company, with the Company continuing its existence under the laws of the State of Texas, and the merger shall have become effective under the laws of the State of Texas;

WHEREAS, Section 5.01(a) of the Indenture provides, among other things, that the Predecessor shall not merge with or into any Person unless the Successor Company (as defined in the Indenture), if other than the Predecessor, expressly assumes (i) all the obligations of the Predecessor under the Notes, the Indenture and the Security Documents, to the extent the Predecessor is a party thereto, pursuant to a supplemental indenture or other document or instrument in form reasonably satisfactory to the Trustee and (ii) the Registration Rights Agreement (as defined in the Indenture);

WHEREAS, Section 5.02 of the Indenture provides that, upon any merger in accordance with Section 5.01 of the Indenture (other than as otherwise provided in Section 5.02), the successor corporation into or with which the Predecessor is merged shall succeed to, and be substituted for (so that from and after the date of such merger, the provisions of the Indenture referring to the “Issuer” shall refer instead to the successor corporation and not to the Predecessor), and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if such successor Person had been named as the “Issuer” in the Indenture;

WHEREAS, Section 9.01 of the Indenture provides that, without the consent of any Holders, the Company and the Trustee may amend or supplement the Indenture, the Notes or any Security Document, at any time after the Issue Date, to comply with Section 5.01 of the Indenture or to provide for the assumption of the Predecessor's obligations to the Holders;

WHEREAS, the Company desires and has requested that the Trustee join in execution of this Supplemental Indenture for the purpose of evidencing such succession and assumption;

WHEREAS, the Company has been duly authorized to enter into this Supplemental Indenture;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding instrument enforceable in accordance with its terms have been complied with or have been done or performed; and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE ONE

SECTION 1.01. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

ARTICLE TWO

SECTION 2.01. Representations of the Company. The Company represents and warrants to the Trustee as follows:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas.

(b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

ARTICLE THREE

SECTION 3.01. Assumptions and Agreements of Successor.

(a) In accordance with Section 5.01(a) of the Indenture, the Company hereby expressly assumes (i) all the obligations of the Predecessor under the Notes, the Indenture and the Security Documents, to the extent the Predecessor is a party thereto and (ii) the Registration Rights Agreement.

(b) In accordance with Section 5.02 of the Indenture, the Company shall succeed to, and be substituted for (so that from and after the date of this Supplemental Indenture, the provisions of the Indenture referring to the “Issuer” shall refer instead to the Company and not to the Predecessor), and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if the Company had been named the “Issuer” in the Indenture.

ARTICLE FOUR

SECTION 4.01. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto.

SECTION 4.02. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 4.03. Full Force and Effect. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, this Supplemental Indenture shall form a part of the Indenture for all purposes, and the Company, the Trustee and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the Indenture, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not made), unless the context shall otherwise require.

SECTION 4.04. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

SECTION 4.05. Confirmation and Preservation of Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

SECTION 4.06. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes.

SECTION 4.07. Successors. All agreements of the Company in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

SECTION 4.08. The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Company.

SECTION 4.09. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 4.10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 4.11. Severability. If any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Supplemental Indenture or the Indenture shall not in any way be affected or impaired thereby.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

ENERGY FUTURE HOLDINGS CORP.
By:	/s/ Anthony R. Horton
	Name: Anthony R. Horton
	Title: Senior Vice President, Treasurer and Assistant Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Julie Hoffman-Ramos
	Name: Julie Hoffman-Ramos
	Title: Vice-President

EX-4.(F)

Exhibit 4(f)

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of April 15, 2013, between Energy Future Holdings Corp. (formerly EFH2 Corp.), a Texas corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association (successor as trustee to The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation), as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Energy Future Holdings Corp. (formerly TXU Corp.), a Texas corporation (the “Predecessor”), has heretofore executed and delivered to the Trustee an Indenture, dated as of November 1, 2004, as supplemented and amended by the Supplemental Indenture, dated as of July 1, 2010 (as so supplemented and amended, the “Indenture”), and an Officer's Certificate, dated as of November 26, 2004, providing for the issuance of the Predecessor's 5.55% Series P Senior Notes due November 15, 2014 (the “Securities”);

WHEREAS, the Predecessor has contributed all of the capital stock of Energy Future Competitive Holdings Company to the Company, which contribution did not constitute the transfer of all or substantially all of the properties or assets of the Predecessor;

WHEREAS, on the date hereof, simultaneously with the effectiveness of this Supplemental Indenture, the Predecessor shall have merged with and into the Company, with the Company continuing its existence under the laws of the State of Texas, and the merger shall have become effective under the laws of the State of Texas;

WHEREAS, Section 1101 of the Indenture provides that the Predecessor shall not merge into any other corporation, in a transaction in which the Predecessor is not the successor corporation, unless, among other things, the corporation into which the Predecessor is merged expressly assumes, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest, if any, on all Outstanding Securities and the performance of every covenant of the Indenture on the part of the Predecessor to be performed or observed;

WHEREAS, Section 1102 of the Indenture provides that, upon any merger by the Predecessor into any other corporation in accordance with Section 1101, the successor corporation into which the Predecessor is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if such successor Person had been named as the “Company” in the Indenture;

WHEREAS, Section 1201 of the Indenture provides that, without the consent of any Holders, the Company and the Trustee may, at any time and from time to time, enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, to evidence the succession of another Person to the Predecessor and the assumption by any such successor of the covenants of the Predecessor in the Indenture and the Securities, all as provided in Article Eleven of the Indenture;

WHEREAS, the Company desires and has requested that the Trustee join in execution of this

Supplemental Indenture for the purpose of evidencing such succession and assumption;

WHEREAS, the Company has been duly authorized to enter into this Supplemental Indenture;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding instrument enforceable in accordance with its terms have been complied with or have been done or performed; and

WHEREAS, pursuant to Section 1201 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

ARTICLE ONE

SECTION 1.01. Defined Terms. Terms defined in the Indenture and used herein without definition shall have the meanings assigned to them in the Indenture.

ARTICLE TWO

SECTION 2.01. Representations of the Company. The Company represents and warrants to the Trustee as follows:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas.

(b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

ARTICLE THREE

SECTION 3.01. Assumptions and Agreements of Successor.

(a) In accordance with Section 1101 of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest, if any, on all Outstanding Securities and the performance of every covenant of the Indenture on the part of the Predecessor to be performed or observed.

(b) In accordance with Section 1102 of the Indenture, the Company shall succeed to, and be substituted for, and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if the Company had been named as the “Company” in the Indenture.

ARTICLE FOUR

SECTION 4.01. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto.

SECTION 4.02. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 4.03. Full Force and Effect. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, this Supplemental Indenture shall form a part of the Indenture for all purposes, and the Company, the Trustee and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the Indenture, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not made), unless the context shall otherwise require.

SECTION 4.04. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

SECTION 4.05. Confirmation and Preservation of Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

SECTION 4.06. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Securities.

SECTION 4.07. Successors and Assigns. All covenants and agreements of the Company and the Trustee in this Supplemental Indenture shall bind their respective successors and assigns, whether so expressed or not.

SECTION 4.08. The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Company.

SECTION 4.09. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 4.10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 4.11. Severability. If any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Supplemental Indenture or the Indenture shall not in any way be affected or impaired thereby.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

ENERGY FUTURE HOLDINGS CORP.
By:	/s/ Anthony R. Horton
	Name: Anthony R. Horton
	Title: Senior Vice President, Treasurer and Assistant Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Julie Hoffman-Ramos
	Name: Julie Hoffman-Ramos
	Title: Vice-President

EX-4.(G)

Exhibit 4(g)

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of April 15, 2013, between Energy Future Holdings Corp. (formerly EFH2 Corp.), a Texas corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association (successor as trustee to The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation), as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Energy Future Holdings Corp. (formerly TXU Corp.), a Texas corporation (the “Predecessor”), has heretofore executed and delivered to the Trustee an Indenture, dated as of November 1, 2004, as supplemented and amended by the Supplemental Indenture, dated as of December 5, 2012 (as so supplemented and amended, the “Indenture”), and an Officer's Certificate, dated as of November 26, 2004, providing for the issuance of the Predecessor's 6.50% Series Q Senior Notes due November 15, 2024 (the “Securities”);

WHEREAS, the Predecessor has contributed all of the capital stock of Energy Future Competitive Holdings Company to the Company, which contribution did not constitute the transfer of all or substantially all of the properties or assets of the Predecessor;

WHEREAS, on the date hereof, simultaneously with the effectiveness of this Supplemental Indenture, the Predecessor shall have merged with and into the Company, with the Company continuing its existence under the laws of the State of Texas, and the merger shall have become effective under the laws of the State of Texas;

WHEREAS, Section 1101 of the Indenture provides that the Predecessor shall not merge into any other corporation, in a transaction in which the Predecessor is not the successor corporation, unless, among other things, the corporation into which the Predecessor is merged expressly assumes, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest, if any, on all Outstanding Securities and the performance of every covenant of the Indenture on the part of the Predecessor to be performed or observed;

WHEREAS, Section 1102 of the Indenture provides that, upon any merger by the Predecessor into any other corporation in accordance with Section 1101, the successor corporation into which the Predecessor is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if such successor Person had been named as the “Company” in the Indenture;

WHEREAS, Section 1201 of the Indenture provides that, without the consent of any Holders, the Company and the Trustee may, at any time and from time to time, enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, to evidence the succession of another Person to the Predecessor and the assumption by any such successor of the covenants of the Predecessor in the Indenture and the Securities, all as provided in Article Eleven of the Indenture;

WHEREAS, the Company desires and has requested that the Trustee join in execution of this Supplemental Indenture for the purpose of evidencing such succession and assumption;

WHEREAS, the Company has been duly authorized to enter into this Supplemental Indenture;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding instrument enforceable in accordance with its terms have been complied with or have been done or performed; and

WHEREAS, pursuant to Section 1201 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

ARTICLE ONE

SECTION 1.01. Defined Terms. Terms defined in the Indenture and used herein without definition shall have the meanings assigned to them in the Indenture.

ARTICLE TWO

SECTION 2.01. Representations of the Company. The Company represents and warrants to the Trustee as follows:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas.

(b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

ARTICLE THREE

SECTION 3.01. Assumptions and Agreements of Successor.

(a) In accordance with Section 1101 of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest, if any, on all Outstanding Securities and the performance of every covenant of the Indenture on the part of the Predecessor to be performed or observed.

(b) In accordance with Section 1102 of the Indenture, the Company shall succeed to, and be substituted for, and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if the Company had been named as the “Company” in the Indenture.

ARTICLE FOUR

SECTION 4.01. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto.

SECTION 4.02. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 4.03. Full Force and Effect. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, this Supplemental Indenture shall form a part of the Indenture for all purposes, and the Company, the Trustee and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the Indenture, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not made), unless the context shall otherwise require.

SECTION 4.04. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

SECTION 4.05. Confirmation and Preservation of Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

SECTION 4.06. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Securities.

SECTION 4.07. Successors and Assigns. All covenants and agreements of the Company and the Trustee in this Supplemental Indenture shall bind their respective successors and assigns, whether so expressed or not.

SECTION 4.08. The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Company.

SECTION 4.09. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 4.10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 4.11. Severability. If any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Supplemental Indenture or the Indenture shall not in any way be affected or impaired thereby.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

ENERGY FUTURE HOLDINGS CORP.
By:	/s/ Anthony R. Horton
	Name: Anthony R. Horton
	Title: Senior Vice President, Treasurer and Assistant Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Julie Hoffman-Ramos
	Name: Julie Hoffman-Ramos
	Title: Vice-President

EX-4.(H)

Exhibit 4(h)

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of April 15, 2013, between Energy Future Holdings Corp. (formerly EFH2 Corp.), a Texas corporation (the “Company”), and The Bank of New York Mellon Trust Company, N.A., a national banking association (successor as trustee to The Bank of New York Mellon (formerly known as The Bank of New York), a New York banking corporation), as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, Energy Future Holdings Corp. (formerly TXU Corp.), a Texas corporation (the “Predecessor”), has heretofore executed and delivered to the Trustee an Indenture, dated as of November 1, 2004, as supplemented and amended by the Supplemental Indenture, dated as of December 5, 2012 (as so supplemented and amended, the “Indenture”), and an Officer's Certificate, dated as of November 26, 2004, providing for the issuance of the Predecessor's 6.55% Series R Senior Notes due November 15, 2034 (the “Securities”);

WHEREAS, the Predecessor has contributed all of the capital stock of Energy Future Competitive Holdings Company to the Company, which contribution did not constitute the transfer of all or substantially all of the properties or assets of the Predecessor;

WHEREAS, on the date hereof, simultaneously with the effectiveness of this Supplemental Indenture, the Predecessor shall have merged with and into the Company, with the Company continuing its existence under the laws of the State of Texas, and the merger shall have become effective under the laws of the State of Texas;

WHEREAS, Section 1101 of the Indenture provides that the Predecessor shall not merge into any other corporation, in a transaction in which the Predecessor is not the successor corporation, unless, among other things, the corporation into which the Predecessor is merged expressly assumes, by an indenture supplemental to the Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest, if any, on all Outstanding Securities and the performance of every covenant of the Indenture on the part of the Predecessor to be performed or observed;

WHEREAS, Section 1102 of the Indenture provides that, upon any merger by the Predecessor into any other corporation in accordance with Section 1101, the successor corporation into which the Predecessor is merged shall succeed to, and be substituted for, and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if such successor Person had been named as the “Company” in the Indenture;

WHEREAS, Section 1201 of the Indenture provides that, without the consent of any Holders, the Company and the Trustee may, at any time and from time to time, enter into one or more indentures supplemental to the Indenture, in form satisfactory to the Trustee, to evidence the succession of another Person to the Predecessor and the assumption by any such successor of the covenants of the Predecessor in the Indenture and the Securities, all as provided in Article Eleven of the Indenture;

WHEREAS, the Company desires and has requested that the Trustee join in execution of this Supplemental Indenture for the purpose of evidencing such succession and assumption;

WHEREAS, the Company has been duly authorized to enter into this Supplemental Indenture;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture a valid and binding instrument enforceable in accordance with its terms have been complied with or have been done or performed; and

WHEREAS, pursuant to Section 1201 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows:

ARTICLE ONE

SECTION 1.01. Defined Terms. Terms defined in the Indenture and used herein without definition shall have the meanings assigned to them in the Indenture.

ARTICLE TWO

SECTION 2.01. Representations of the Company. The Company represents and warrants to the Trustee as follows:

(a) It is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas.

(b) The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.

ARTICLE THREE

SECTION 3.01. Assumptions and Agreements of Successor.

(a) In accordance with Section 1101 of the Indenture, the Company hereby expressly assumes the due and punctual payment of the principal of and premium, if any, and interest, if any, on all Outstanding Securities and the performance of every covenant of the Indenture on the part of the Predecessor to be performed or observed.

(b) In accordance with Section 1102 of the Indenture, the Company shall succeed to, and be substituted for, and may exercise every right and power of, the Predecessor under the Indenture with the same effect as if the Company had been named as the “Company” in the Indenture.

ARTICLE FOUR

SECTION 4.01. Effectiveness of Supplemental Indenture. This Supplemental Indenture shall be effective upon its execution and delivery by the parties hereto.

SECTION 4.02. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 4.03. Full Force and Effect. Except as expressly supplemented hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in

full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Company and the Trustee, this Supplemental Indenture shall form a part of the Indenture for all purposes, and the Company, the Trustee and every Holder of Securities heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the Indenture, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not made), unless the context shall otherwise require.

SECTION 4.04. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

SECTION 4.05. Confirmation and Preservation of Indenture. The Indenture as supplemented by this Supplemental Indenture is in all respects confirmed and preserved.

SECTION 4.06. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, express or implied, shall give to any Person other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of the Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Securities.

SECTION 4.07. Successors and Assigns. All covenants and agreements of the Company and the Trustee in this Supplemental Indenture shall bind their respective successors and assigns, whether so expressed or not.

SECTION 4.08. The Trustee. The Trustee shall not be responsible in any manner for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made by the Company.

SECTION 4.09. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 4.10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 4.11. Severability. If any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Supplemental Indenture or the Indenture shall not in any way be affected or impaired thereby.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

ENERGY FUTURE HOLDINGS CORP.
By:	/s/ Anthony R. Horton
	Name: Anthony R. Horton
	Title: Senior Vice President, Treasurer and Assistant Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Julie Hoffman-Ramos
	Name: Julie Hoffman-Ramos
	Title: Vice-President

EX-4.(I)

Exhibit 4(i)

SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of January 11, 2013, among DeCordova II Power Company LLC (the “Guaranteeing Subsidiary”), a subsidiary of Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (“TCEH” ), TCEH Finance, Inc., a Delaware Corporation (together with TCEH, the “Issuer”), and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon and formerly The Bank of New York), as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuer and the Guarantors (as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an Indenture (the “Existing Indenture”), dated as of October 31, 2007, as supplemented by the First Supplemental Indenture (the “FirstSupplemental Indenture”), dated as of December 6, 2007, providing for the issuance of an unlimited aggregate principal amount of 10.25% Senior Notes due 2015, 10.25% Senior Notes due 2015, Series B, and 10.50%/11.25% Senior Toggle Notes due 2016 (together, the “Notes”), as further supplemented by the Second Supplemental Indenture (the “Second Supplemental Indenture”), dated as of August 3, 2009 (the Existing Indenture as supplemented by both the First Supplemental Indenture and Second Supplemental Indenture, the “Indenture”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer's Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a)Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i)the principal of and interest, premium and Additional Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii)in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in

accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b)The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c)The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d)Except as set forth in Section 5 hereto, this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e)If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f)The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g)As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h)The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i)Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

(j)This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer's assets, and shall, to the fullest extent permitted by law,

continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k)In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l)This Guarantee shall be a general senior obligation of such Guaranteeing Subsidiary, ranking equally in right of payment with all existing and future Senior Indebtedness of the Guaranteeing Subsidiary, will be effectively subordinated to all Secured Indebtedness of such Guaranteeing Subsidiary to the extent of the value of the collateral securing such indebtedness. The Guarantees will be senior in right of payment to all existing and future Subordinated Indebtedness of each Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes, if any.

(m)Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

3.Execution And Delivery.The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

4.Merger, Consolidation or Sale of All or Substantially All Assets.

(a)Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)    (A)the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B)the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Registration Rights Agreement and the Guaranteeing Subsidiary's related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C)immediately after such transaction, no Default exists; and

(D)the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii)the transaction is made in compliance with Section 4.10 of the Indenture;

(b)Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary's Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may (i) merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary in the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor.

5.Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary's Guarantee, upon:

(1)    (A)any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B)the release or discharge of the guarantee by the Guaranteeing Subsidiary of the TCEH Senior Secured Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C)the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.08 of the Indenture; or

(D)the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer's obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2)the Guaranteeing Subsidiary delivering to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

6.No Recourse Against Others. No director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

7.Governing Law. THIS SUPPLEMENTAL INDENTURE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

10.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

11.Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

12.Benefits Acknowledged. The Guaranteeing Subsidiary's Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

13.Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and effective as of the date first above written.

TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Treasurer

TCEH FINANCE, INC.

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Treasurer

The GUARANTORS listed on Exhibit A

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By: /s/ Teresa Petta

Name: Teresa Petta

Title: Vice President

DECORDOVA II POWER COMPANY LLC

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Senior Vice President & Treasurer

EXHIBIT A

Guarantors

4 Change Energy Holdings LLC

4 Change Energy Company

Big Brown 3 Power Company LLC

Big Brown Lignite Company LLC

Big Brown Power Company LLC

Collin Power Company LLC

DeCordova Power Company LLC

Energy Future Competitive Holdings Company

Generation MT Company LLC

Generation SVC Company

Lake Creek 3 Power Company LLC

Luminant Big Brown Mining Company LLC

Luminant Energy Company LLC

Luminant Energy Trading California Company

Luminant ET Services Company

Luminant Generation Company LLC

Luminant Holding Company LLC

Luminant Mineral Development Company LLC

Luminant Mining Company LLC

Luminant Renewables Company LLC

Martin Lake 4 Power Company LLC

Monticello 4 Power Company LLC

Morgan Creek 7 Power Company LLC

NCA Resources Development Company LLC

Oak Grove Management Company LLC

Oak Grove Mining Company LLC

Oak Grove Power Company LLC

Sandow Power Company LLC

Tradinghouse 3 & 4 Power Company LLC

Tradinghouse Power Company LLC

TXU Energy Retail Company LLC

TXU Energy Solutions Company LLC

TXU Retail Services Company

TXU SEM Company

Valley NG Power Company LLC

Valley Power Company LLC

EX-4.(J)

Exhibit 4(j)

SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of June 11, 2013, among DeCordova II Power Company LLC (the “Guaranteeing Subsidiary”), a subsidiary of Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (“TCEH” ), TCEH Finance, Inc., a Delaware corporation (together with TCEH, the “Issuer”), the Guarantors (as defined in the Indenture referred to below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuer and the Guarantors has heretofore executed and delivered to the Trustee an Indenture (the “Indenture”), dated as of April 19, 2011, providing for the issuance of an unlimited aggregate principal amount of 11.5% Senior Secured Notes due 2020 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer's Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a)Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i)the principal of, interest, premium, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii)in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so

guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b)The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c)The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d)Except as set forth in Section 5 hereof, this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e)If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f)The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g)As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h)The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i)Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited

to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

(j)This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k)In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l)This Guarantee shall be a general senior obligation of such Guaranteeing Subsidiary. This Guarantee shall rank equally in right of payment with all existing and future Indebtedness of the Guaranteeing Subsidiary, except to the extent such Indebtedness is expressly subordinated to the Obligations arising under a Guarantee, in which case the obligations of a Guaranteeing Subsidiary under such Guarantee shall rank senior in right of payment to such Indebtedness.

(m)Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

3.Execution And Delivery.The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

4.Merger, Consolidation or Sale of All or Substantially All Assets.

(a)Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)(A)the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of the

Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B)the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary's related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C)immediately after such transaction, no Default exists; and

(D)the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii)the transaction is made in compliance with Section 4.10 of the Indenture;

(b)Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary's Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may (i) merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary in the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor.

5.Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary's Guarantee, upon:

(1)(A)any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or sale of all or substantially all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B)the release or discharge of the guarantee by the Guaranteeing Subsidiary of the TCEH Senior Secured Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C)the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.08 of the Indenture and the definition of “Unrestricted Subsidiary” in the Indenture; or

(D)the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer's obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2)the Guaranteeing Subsidiary delivering to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

6.No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture, this Supplemental Indenture or any Security Document or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

7.Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

10.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

11.Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

12.Benefits Acknowledged. The Guaranteeing Subsidiary's Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

13.Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and effective as of the date first above written.

TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Treasurer

TCEH FINANCE, INC.

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Treasurer

The GUARANTORS listed on Exhibit A

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By: /s/ Teresa Petta

Name: Teresa Petta

Title: Vice President

DECORDOVA II POWER COMPANY LLC

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Treasurer

EXHIBIT A

Guarantors

4 Change Energy Holdings LLC

4 Change Energy Company

Big Brown 3 Power Company LLC

Big Brown Lignite Company LLC

Big Brown Power Company LLC

Collin Power Company LLC

DeCordova Power Company LLC

Energy Future Competitive Holdings Company

Generation MT Company LLC

Generation SVC Company

Lake Creek 3 Power Company LLC

Luminant Big Brown Mining Company LLC

Luminant Energy Company LLC

Luminant Energy Trading California Company

Luminant ET Services Company

Luminant Generation Company LLC

Luminant Holding Company LLC

Luminant Mineral Development Company LLC

Luminant Mining Company LLC

Luminant Renewables Company LLC

Martin Lake 4 Power Company LLC

Monticello 4 Power Company LLC

Morgan Creek 7 Power Company LLC

NCA Resources Development Company LLC

Oak Grove Management Company LLC

Oak Grove Mining Company LLC

Oak Grove Power Company LLC

Sandow Power Company LLC

Tradinghouse 3 & 4 Power Company LLC

Tradinghouse Power Company LLC

TXU Energy Retail Company LLC

TXU Energy Solutions Company LLC

TXU Retail Services Company

TXU SEM Company

Valley NG Power Company LLC

Valley Power Company LLC

EX-4.(K)

Exhibit 4(k)

SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT GUARANTORS

Supplemental Indenture (this “Supplemental Indenture”), dated as of January 11, 2013, among DeCordova II Power Company LLC (the “Guaranteeing Subsidiary”), a subsidiary of Texas Competitive Electric Holdings Company LLC, a Delaware limited liability company (“TCEH”), TCEH Finance, Inc., a Delaware Corporation (together with TCEH, the “Issuer”), the Guarantors (as defined in the Indenture referred to below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, each of the Issuer and the Guarantors has heretofore executed and delivered to the Trustee an Indenture (the “Existing Indenture”), dated as of October 6, 2010, as supplemented by the First Supplemental Indenture, dated as of October 20, 2010, as further supplemented by the Second Supplemental Indenture, dated as of November 15, 2010, and as further supplemented by the Third Supplemental Indenture, dated as of September 26, 2011 (the Existing Indenture as supplemented, the “Indenture”), providing for the issuance of an unlimited aggregate principal amount of 15% Senior Secured Second Lien Notes due 2021 and 15% Senior Secured Second Lien Notes due 2021, Series B (together, the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Issuer's Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the “Guarantee”); and

WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

1.Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

2.Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows:

(a)Along with all Guarantors named in the Indenture, to jointly and severally unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that:

(i)the principal of, interest, premium and Additional Interest, if any, on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Issuer to the Holders or the

Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and

(ii)in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors and the Guaranteeing Subsidiary shall be jointly and severally obligated to pay the same immediately. This is a guarantee of payment and not a guarantee of collection.

(b)The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor.

(c)The following is hereby waived: diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever.

(d)Except as set forth in Section 5 hereof, this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Supplemental Indenture, and the Guaranteeing Subsidiary accepts all obligations of a Guarantor under the Indenture.

(e)If any Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors (including the Guaranteeing Subsidiary), or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or the Guarantors, any amount paid either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

(f)The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby.

(g)As between the Guaranteeing Subsidiary, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guaranteeing Subsidiary for the purpose of this Guarantee.

(h)The Guaranteeing Subsidiary shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under this Guarantee.

(i)Pursuant to Section 10.02 of the Indenture, after giving effect to all other contingent and fixed liabilities that are relevant under any applicable Bankruptcy or fraudulent conveyance laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 10 of the Indenture, this new Guarantee shall be limited to the maximum amount permissible such that the obligations of such Guaranteeing Subsidiary under this Guarantee will not constitute a fraudulent transfer or conveyance.

(j)This Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer's assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes and Guarantee, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Note shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned.

(k)In case any provision of this Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

(l)This Guarantee shall be a general senior secured obligation of such Guaranteeing Subsidiary, ranking equally in right of payment with all existing and future Indebtedness of the Guaranteeing Subsidiary, except to the extent such Indebtedness is expressly subordinated to the Obligations arising under a Guarantee, in which case the obligations of a Guaranteeing Subsidiary under such Guarantee will rank senior in right of payment to such Indebtedness and will be effectively subordinated to all existing and future Indebtedness of the Guarantors that are either (1) secured by a Lien on the Collateral that is senior or prior to the Second-Priority Liens securing a Guarantee, including first-priority Liens securing Obligations under the TCEH Senior Secured Facilities and any other First Lien Obligations (and any Permitted Liens) or (2) secured by assets that are not part of the Collateral securing a Guarantee, in each case, to the extent of the value of the assets securing such Indebtedness. The Guarantees will be senior in right of payment to all existing and future unsecured Indebtedness, to the extent of the value of the Collateral (after taking into consideration all first-priority Liens on the Collateral) of each Guarantor. The Notes will be structurally subordinated to Indebtedness and other liabilities of Subsidiaries of the Issuer that do not Guarantee the Notes, if any.

(m)Each payment to be made by the Guaranteeing Subsidiary in respect of this Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature.

3.Execution And Delivery.The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

4.Merger, Consolidation or Sale of All or Substantially All Assets.

(a)Except as otherwise provided in Section 5.01(c) of the Indenture, the Guaranteeing Subsidiary may not consolidate or merge with or into or wind up into (whether or not the Issuer or Guaranteeing Subsidiary is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:

(i)    (A)the Guaranteeing Subsidiary is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Guaranteeing Subsidiary) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of the Guaranteeing Subsidiary, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (the Guaranteeing Subsidiary or such Person, as the case may be, being herein called the “Successor Person”);

(B)the Successor Person, if other than the Guaranteeing Subsidiary, expressly assumes all the obligations of the Guaranteeing Subsidiary under the Indenture and the Registration Rights Agreements and the Guaranteeing Subsidiary's related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(C)immediately after such transaction, no Default exists; and

(D)the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

(ii)the transaction is made in compliance with Section 4.10 of the Indenture;

(b)Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, the Guaranteeing Subsidiary under the Indenture and the Guaranteeing Subsidiary's Guarantee. Notwithstanding the foregoing, the Guaranteeing Subsidiary may (i) merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Guaranteeing Subsidiary in the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor.

5.Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary's Guarantee, upon:

(1)    (A)any sale, exchange or transfer (by merger, wind-up, consolidation or otherwise) of the Capital Stock of the Guaranteeing Subsidiary (including any sale, exchange or transfer), after which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary or sale of all or substantially

all the assets of the Guaranteeing Subsidiary which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture;

(B)the release or discharge of the guarantee by the Guaranteeing Subsidiary of the TCEH Senior Secured Facilities or the guarantee which resulted in the creation of the Guarantee, except a discharge or release by or as a result of payment under such guarantee;

(C)the proper designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.08 of the Indenture and the definition of “Unrestricted Subsidiary” in the Indenture; or

(D)the Issuer exercising its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the Issuer's obligations under the Indenture being discharged in accordance with the terms of the Indenture; and

(2)the Guaranteeing Subsidiary delivering to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with.

6.No Recourse Against Others. No past, present or future director, officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary shall have any liability for any obligations of the Issuer or the Guarantors (including the Guaranteeing Subsidiary) under the Notes, any Guarantees, the Indenture, this Supplemental Indenture or any Security Document or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting Notes waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.

7.Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

8.Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

9.Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof.

10.The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary.

11.Subrogation. The Guaranteeing Subsidiary shall be subrogated to all rights of Holders of Notes against the Issuer in respect of any amounts paid by the Guaranteeing Subsidiary pursuant to the provisions of Section 2 hereof and Section 10.01 of the Indenture; provided that if an Event of Default has occurred and is continuing, the Guaranteeing Subsidiary shall not be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Issuer under the Indenture or the Notes shall have been paid in full.

12.Benefits Acknowledged. The Guaranteeing Subsidiary's Guarantee is subject to the terms and conditions set forth in the Indenture. The Guaranteeing Subsidiary acknowledges that it shall receive direct and indirect benefits from the financing arrangements contemplated by the Indenture and this

Supplemental Indenture and that the guarantee and waivers made by it pursuant to this Guarantee are knowingly made in contemplation of such benefits.

13.Successors. All agreements of the Guaranteeing Subsidiary in this Supplemental Indenture shall bind its Successors, except as otherwise provided in Section 2(k) hereof or elsewhere in this Supplemental Indenture. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and effective as of the date first above written.

TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Treasurer

TCEH FINANCE, INC.

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Treasurer

The GUARANTORS listed on Exhibit A

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By: /s/ Teresa Petta

Name: Teresa Petta

Title: Vice President

DECORDOVA II POWER COMPANY LLC

By: /s/ Anthony R. Horton

Name: Anthony R. Horton

Title: Senior Vice President & Treasurer

EXHIBIT A

Guarantors

4 Change Energy Holdings LLC

4 Change Energy Company

Big Brown 3 Power Company LLC

Big Brown Lignite Company LLC

Big Brown Power Company LLC

Collin Power Company LLC

DeCordova Power Company LLC

Energy Future Competitive Holdings Company

Generation MT Company LLC

Generation SVC Company

Lake Creek 3 Power Company LLC

Luminant Big Brown Mining Company LLC

Luminant Energy Company LLC

Luminant Energy Trading California Company

Luminant ET Services Company

Luminant Generation Company LLC

Luminant Holding Company LLC

Luminant Mineral Development Company LLC

Luminant Mining Company LLC

Luminant Renewables Company LLC

Martin Lake 4 Power Company LLC

Monticello 4 Power Company LLC

Morgan Creek 7 Power Company LLC

NCA Resources Development Company LLC

Oak Grove Management Company LLC

Oak Grove Mining Company LLC

Oak Grove Power Company LLC

Sandow Power Company LLC

Tradinghouse 3 & 4 Power Company LLC

Tradinghouse Power Company LLC

TXU Energy Retail Company LLC

TXU Energy Solutions Company LLC

TXU Retail Services Company

TXU SEM Company

Valley NG Power Company LLC

Valley Power Company LLC

EX-4.(N)

Exhibit 4(n)

SECOND SUPPLEMENTAL INDENTURE

Second Supplemental Indenture (this “Supplemental Indenture”), dated as of March 21, 2013, among Energy Future Intermediate Holding Company LLC, a Delaware limited liability company (“EFIH”), EFIH Finance Inc., a Delaware corporation (“EFIH Finance” and, together with EFIH, the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as Trustee (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Issuer and the Trustee have duly executed and delivered (i) the Indenture, dated as of August 17, 2010 (the “Original Indenture”), providing for the issuance of $2,180,000,000 aggregate principal amount of the Issuer's 10.000% Senior Secured Notes due 2020 (the “Initial Notes”) and (ii) the First Supplemental Indenture, dated as of January 29, 2013 (the “First Supplemental Indenture” and, together with the Original Indenture, the “Indenture”), providing for the issuance of an additional $1,302,106,000 aggregate principal amount of the Issuer's 10.000% Senior Secured Notes due 2020 (the “Additional Notes” and, together with the Initial Notes, the “Notes”) and amending the Indenture;

WHEREAS, Section 9.01(1) of the Indenture provides that the Issuer and the Trustee may amend or supplement the Indenture and the Notes at any time after the Issue Date without the consent of any Holder to cure any ambiguity, omission, mistake, defect or inconsistency;

WHEREAS, the Issuer desires to amend the First Supplemental Indenture and the global notes Nos. R-1, R-2 and S-1 representing the Additional Notes (the “Global Notes”) to cure a mistake and defect therein in accordance with Section 9.01(1) of the Indenture;

WHEREAS, the Issuer has delivered to the Trustee an Officer's Certificate as well as an Opinion of Counsel to the effect, among other things, that the execution of this Supplemental Indenture is authorized or permitted under the Indenture and that all conditions precedent and covenants provided for in the Indenture relating to the execution and delivery of this Supplemental Indenture have been satisfied and complied with;

WHEREAS, the Issuer desires and has requested that the Trustee join in execution of this Supplemental Indenture;

WHEREAS, the Issuer has been duly authorized to enter into this Supplemental Indenture;

WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture by the Issuer and to make this Supplemental Indenture valid and binding on the Issuer have been complied with or have been done or performed; and

WHEREAS, pursuant to Sections 9.01 and 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture and to include a notation on the Global Notes reflecting the amendments herein.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE ONE

SECTION 1.01. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

ARTICLE TWO

SECTION 2.01. Amendment to the First Supplemental Indenture and the Global Notes. The words “December 1, 2012” in the third sentence of Paragraph 1 of Exhibit A to the First Supplemental Indenture and in Paragraph 1 of the Global Notes shall be replaced by the words “the date of issuance”.

SECTION 2.02. Notation on Global Notes. The Trustee is hereby authorized and directed to attach to the Global Notes the form of the notation set forth on Exhibit A hereto; provided, however, that any failure to make such notation or any defect therein shall not affect the validity and effect of Section 2.01 of this Supplemental Indenture or result in any liability to the Trustee.

ARTICLE THREE

SECTION 3.01. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 3.02. Full Force and Effect. Except as expressly amended hereby, the Indenture and the Global Notes are in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Upon the execution and delivery of this Supplemental Indenture by the Issuer and the Trustee, this Supplemental Indenture shall form a part of the Indenture and the Global Notes for all purposes, and the Issuer and the Trustee and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. Any and all references to the Indenture, whether within the Indenture or in any notice, certificate or other instrument or document, shall be deemed to include a reference to this Supplemental Indenture (whether or not made), unless the context shall otherwise require.

SECTION 3.03. Indenture Remains in Full Force and Effect. Except as supplemented or amended hereby, all provisions in the Indenture and the Global Notes shall remain in full force and effect.

SECTION 3.04. Indenture and Supplemental Indenture Construed Together. This Supplemental Indenture is an indenture supplemental to the Indenture, and the Indenture and this Supplemental Indenture shall henceforth be read and construed together.

SECTION 3.05. Confirmation and Preservation of Indenture. The Indenture and the Global Notes as supplemented or amended by this Supplemental Indenture are in all respects confirmed and preserved.

SECTION 3.06. Benefits of Supplemental Indenture. Nothing in this Supplemental Indenture, the Indenture or the Notes express or implied, shall give to any Person other than the parties hereto and thereto and their successors hereunder and thereunder, any Paying Agent, any Registrar and the Holders of

the Notes, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Notes.

SECTION 3.07. Successors. All agreements of the Issuer in this Supplemental Indenture shall bind its successors. All agreements of the Trustee in this Supplemental Indenture shall bind its successors.

SECTION 3.08. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which are made solely by the Issuer.

SECTION 3.09. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.

SECTION 3.10. Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

SECTION 3.11. Severability. If any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Supplemental Indenture or the Indenture shall not in any way be affected or impaired thereby.

SECTION 3.12. No Exchange of Existing Notes Required. The execution and delivery of this Supplemental Indenture shall not require the exchange of or modification to the certificates representing Notes existing prior to the date hereof.

[Remainder of Page Left Intentionally Blank]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC
By:	/s/ Anthony R. Horton
	Name: Anthony R. Horton
	Title: Senior Vice President and Treasurer

EFIH FINANCE INC.
By:	/s/ Anthony R. Horton
	Name: Anthony R. Horton
	Title: Senior Vice President and Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
By:	/s/ Julie Hoffman-Ramos
	Name: Julie Hoffman-Ramos
	Title: Vice President

Exhibit A

NOTATION

(to be affixed to the Issuer's 10.000% Senior Secured Notes due 2020;

Nos. R-1, R-2 and S-1;

CUSIPs: 29269Q AK3 and U29197 AG2)

Pursuant to the Second Supplemental Indenture, dated as of March 21, 2013, between the Issuer and the Trustee, the third sentence of Paragraph 1 of this Global Note shall read in its entirety as follows:

Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from and including the date of issuance.

EX-10.(A)

Exhibit 10(a)

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of March 6, 2013 (the “Effective Date”), by and between Energy Future Holdings Corp., a Texas corporation (the “Company”), and Donald L. Evans, an individual (the “Executive”).

WHEREAS, the Company and the Executive previously entered into that certain Second Amended & Restated Consulting Agreement, dated January 1, 2012 (the “Consulting Agreement”) to govern the terms and conditions of the engagement of Executive as non-executive Chairman (“Chairman”) of the Board of Directors of the Company (the “Board”); and

WHEREAS, the Company and the Executive desire to terminate the Consulting Agreement without prejudice or fault by either party thereto and desire to enter into this Agreement to set out the terms and conditions of a new employment relationship of the Executive with the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

1.Employment Agreement. On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 and in the positions and with the duties set forth in Section 3. Terms used herein with initial capitalization not otherwise defined are defined in Section 26.

2.Term. The initial term of employment under this Agreement shall commence on the Effective Date and continue until December 31, 2015 (the “Initial Term”). The term of employment shall be automatically extended for an additional consecutive 12-month period (the “Extended Term”) on January 1, 2016 and each subsequent January 1, unless and until the Company or the Executive provides written notice to the other party in accordance with Section 12 hereof not less than 30 days before such anniversary date that such party is electing not to extend the term of employment under this Agreement (“Non-Renewal”), in which case the term of employment hereunder shall end as of the end of such Initial Term or Extended Term, as the case may be, unless sooner terminated as hereinafter set forth. Such Initial Term and all such Extended Terms are collectively referred to herein as the “Employment Period.”

3.Position and Duties. During the Employment Period, the Executive shall serve as theExecutive Chairman of the Board. Executive shall also serve as a member of the Board (and any committee designated by the Board, including, while such committees are in existence, the O&C Committee and Executive Committee of the Board) without additional compensation. In such capacity, the Executive shall have the duties, responsibilities and authorities customarily associated with the such positionin a company the size and nature of the Company and will, from time to time at the request of the Company and/or the Board upon reasonable advance notice, provide external and internal leadership and involvement in political and regulatory affairs of the Company and such other duties and responsibilities as shall be agreed upon between the Executive and the Company and/or the Board (collectively, the “Services”). The Executive shall to the extent necessary to reasonably discharge the Services, use the Executive's commercially reasonable efforts and such time as is reasonably required to perform such duties and responsibilities; provided that the Executive shall be entitled (i)(A) to continue to serve on the boards of directors of the entities listed on and pursuant to Schedule 1 attached hereto, and (B) serve on the boards of directors of any investment fund or other pooled investment vehicle that is a subsidiary or an affiliate of those entities listed on Schedule 1,

including, without limitation, any such subsidiary or affiliate that may be formed after the date hereof, (ii) to serve as a member of the board of directors of a reasonable number of other for-profit companies that do not compete with the Company, with the prior written consent of the Board (which consent shall not be unreasonably withheld or delayed), (iii) to serve on civic, charitable, educational, religious, public interest or public service boards, and (iv) to manage the Executive's personal and family investments.

4.Compensation and Benefits; Equity Awards; Base Salary.

(a)Base Salary. During the Employment Period, the Company shall pay to the Executive a base salary (the “Base Salary”) at the rate of no less than $2,500,000 per calendar year, less applicable deductions. The Base Salary shall be paid in substantially equal installments in accordance with the Company's regular payroll procedures.

(b)Annual Bonus. During the Employment Period, the Executive shall be considered to receive an annual bonus under any applicable plan adopted by the Company during the Employment Period for which employees are generally eligible. The level of Executive's participation in any such plan, if any, shall be determined in the sole discretion of the Board from time to time.

(c)Employee Benefits; Perquisites.

(i)During the Employment Period, the Executive shall be entitled to participate in any employee benefit plan that the Company has adopted or may adopt, maintain or contribute to for the benefit of its employees generally, subject to satisfying the applicable eligibility requirements, except to the extent such plans are duplicative of the benefits otherwise provided to hereunder. The Employee's participation will be consistent with applicable law and the terms of the applicable plans. Notwithstanding the foregoing, the Company may modify or terminate any employee benefit plan at any time.

(ii)During the Employment Period, the Executive shall be entitled to five weeks of paid vacation per calendar year (as prorated for partial years) in accordance with the Company's policy on accrual and use applicable to employees as in effect from time to time.

(iii)At Executive's request, Executive shall be provided with support from Company personnel of his choosing in the following roles, in each case at the sole expense of the Company: (A) a Chief of Staff to be based in either Dallas or Midland, Texas with an annual salary not to exceed $200,000; (B) an executive assistant based in Dallas, Texas; and (C) an executive assistance based in Midland, Texas.

(iv)The Company agrees to pay Executive $100,000 per year to offset expenses associated with maintaining Executive's office in Midland, Texas. Such payments shall be made in substantially equal installments in accordance with the Company's regular payroll procedures.

(d)Equity Awards. The Executive shall be considered to receive equity and other long-term incentive awards under any applicable plan adopted by the Company during the Employment Period for which employees are generally eligible. The level of Executive's participation in any such plan, if any, shall be determined in the sole discretion of the Board from time to time.

5.Expenses. The Company shall promptly reimburse the Executive for all expenses reasonably incurred by the Executive in the performance of his duties in accordance with policies which may be adopted from time to time by the Company following presentation by the Executive of an itemized account, including reasonable substantiation, of such expenses.

6.Confidentiality, Non-Disclosure Agreement. The Company and the Executive acknowledge and agree that during the Executive's employment with the Company, the Executive will have access to and may assist in developing Confidential Information and will occupy a position of trust and confidence with respect to the affairs and business of the Company and the Affiliates. The Executive agrees that the following obligations are necessary to preserve the confidential and proprietary nature of Confidential Information and to protect the Company and the Affiliates against harmful solicitation of employees and customers, harmful competition and other actions by the Executive that would result in serious adverse consequences for the Company and the Affiliates:

(a)Non-Disclosure. The Executive shall not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any Confidential Information pertaining to the business of the Company or its Affiliates, except (i) while providing Services to the Company, in the business of and for the benefit of the Company, or (ii) as required by law, provided, however, that if the Executive receives a subpoena to produce any Confidential Information, the Executive will notify the Company promptly so that the Company can seek a protective order, if desired. For purposes of this Section 6, “Confidential Information” shall mean information: (A) disclosed to or known by the Executive as a consequence of or through his engagement with the Company or any Affiliate; (B) not publicly available or not generally known outside the Company or any Affiliate; and (C) that relates to the business and/or development of the Company or any Affiliate. Any information that does not meet each of the criteria listed above (in subsections (A) - (C)), other than by the Executive's breach of the terms hereof, shall not constitute Confidential Information. By way of example, Confidential Information shall include but not be limited to the following: all non-public information or trade secrets of the Company, or any Affiliate that gives the Company or any Affiliate a competitive business advantage or the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interests of the Company or any Affiliate; information regarding the Company's or any Affiliate's business operations, such as financial and sales data (including budgets, forecasts, and historical financial data), operational information, plans, and strategies; business and marketing strategies and plans for various products and services; rate and regulatory strategy and plans; information regarding suppliers, consultants, employees, and contractors; technical information concerning products, equipment, services, and processes; procurement procedures; pricing and pricing techniques; information concerning past, current and prospective customers, investors, and business affiliates; plans or strategies for expansion or acquisitions; budgets; research; trading methodologies and terms; communications information; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; electronic databases; models; specifications; computer programs; contracts; bids or proposals; technologies and methods; training methods and processes; organizational structure; personnel information; payments or rates paid to consultants or other service providers; and the Company's or any Affiliate's files, physical or electronic documents, equipment, and proprietary data or material in whatever form including all copies of all such materials. By way of clarification (but not limitation), information that the Executive conceived or developed during his engagement with the Company or an Affiliate or learned from other employees or contractors of the Company or an Affiliate that meets the definition of Confidential Information shall be treated as such. the Executive acknowledges that the Confidential Information of the Company is valuable, special and unique to its business and is information on which such business depends, is proprietary

to the Company, and that the Company wishes to protect such Confidential Information by keeping it secret and confidential for the sole use and benefit of the Company. the Executive will take all commercially reasonable steps necessary and reasonably requested by the management of the Company, to ensure that all such Confidential Information is kept secret and confidential for the sole use and benefit of the Company.

(b)Non-Disparagement.

(i)The Executive agrees not to defame, or make any false or disparaging statements about the Company and/or its Affiliates, or any of their respective products, services, finances, financial condition, capabilities or other aspect of or any of their respective businesses, in any medium to any person or entity; or otherwise, to take any action that primarily is designed to have the effect of discouraging any employee, lessor, licensor, customer, supplier, or other business associate of the Company from maintaining its business relationships with the Company and/or its Affiliates (any such statement or act a “Prohibited Statement” or “Prohibited Action”). Executive shall be permitted to issue press releases, make statements to the press, give guidance to the market or make statements to regulators, governmental agencies, legislators or other governmental officials; or otherwise to take such actions necessary in connection with Executive's duties and responsibilities under this Agreement, without such statements or actions being considered a Prohibited Statement or Prohibited Action under the Agreement.

(ii)The Company hereby agrees that Company and its officers shall not defame, or make any false or disparaging statements in any medium to any person or entity about Executive.

(iii)Notwithstanding any provision of this Section 6(b) to the contrary, (A) both Executive and the Company (including the Board and its executive officers) may (1) confer in confidence with their legal representatives and make truthful statements as required by law and (2) make private statements to any officer, director or employee of the Company or any of its affiliates; and (B) nothing herein shall prevent any person from (1) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (2) making any truthful statement to the extent (x) necessary with respect to any litigation, arbitration or mediation involving this Agreement (or any Exhibit or Schedule hereto) or any other agreement among or between any party hereto or (y) required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with actual or apparent jurisdiction to order such person to disclose or make accessible such information.

(iv)By signing this Agreement, the parties agree and acknowledge that they each are making, after the opportunity to confer with counsel, a knowing, voluntary and intelligent waiver of rights either may have to make disparaging comments regarding the other party (and, as applicable affiliates thereof), including rights under the First Amendment to the United States Constitution and any other applicable federal and state constitutional rights.

(c)Survival of Covenants. The non-disclosure and non-disparagement obligations contained in this Section 6 shall continue in full force and effect after the conclusion of Executive's engagement with the Company and shall survive the expiration, termination, or cancellation of this Agreement, in each case in accordance with their respective terms, regardless of the reason for such

termination or restriction. Executive's obligations with respect to any specific Confidential Information shall cease only when that specific portion of the Confidential Information becomes publicly known, other than as a result of disclosure by Executive, in its entirety, without combining portions of such Confidential Information with other Confidential Information obtained separately.

7.Termination of Employment.

(a)Permitted Terminations. The Executive's employment hereunder may be terminated during the Employment Period under the following circumstances:

(i)Death. The Executive's employment hereunder shall terminate upon the Executive's death;

(ii)By the Company. The Company may terminate the Executive's employment:

(A)Disability. If the Executive shall have been substantially unable to perform the Executive's material duties hereunder by reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for 180 consecutive days or 270 days in any 24-month period (a “Disability”) (provided, that until such termination, the Executive shall continue to receive his compensation and benefits hereunder, reduced by any benefits payable to him under any disability insurance policy or plan applicable to him); or

(B)Cause. For Cause or without Cause;

(iii)By the Executive. The Executive may terminate his employment for any reason or for no reason.

(b)Non-Renewal. The Executive may terminate his employment within thirty (30) days after the end of the Employment Period if the Employment Period ends as a result of the Company giving a notice of Non-Renewal in accordance with Section 2.

(c)Termination. Any termination of the Executive's employment by the Company or the Executive (other than because of the Executive's death) shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 12 hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive's employment under the provision so indicated. Termination of the Executive's employment shall take effect on the Date of Termination.

(d)Effect of Termination. Upon any termination of the Executive's employment with the Company, and its subsidiaries, the Executive shall resign from, and shall be considered to have simultaneously resigned from, all positions with the Company and all of its subsidiaries.

8.Compensation Upon Termination.

(a)Death, Disability, by the Company for Cause or by the Executive without Good Reason. If the Executive's employment is terminated during the Employment Period as a result of the

Executive's death, his Disability, by the Company for Cause or by the Executive without Good Reason, this Agreement and the Employment Period shall terminate and the Company shall pay or provide to the Executive's representative or estate all Accrued Benefits, if any, to which the Executive is entitled.

(b)Termination by the Company without Cause or by the Executive with Good Reason. If the Company terminates the Executive's employment during the Employment Period other than for Cause or Disability or if the Executive terminates his employment hereunder with Good Reason, (i) the Company shall pay the Executive (or the Executive's estate, if the Executive dies after such termination) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment in an amount equal to the greater of (i) 50% of the Executive's Base Salary or (ii) the Base Salary that would have been paid the Executive through the end of the Employment Period in the absence of such termination and (ii) the Executive and his covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive's Date of Termination in such medical, dental, and hospitalization insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination until the earlier of (x) the end of the Employment Period, or (y) until Executive is, or becomes, eligible for comparable coverage (determined on a coverage by coverage and benefit by benefit basis) under the group health plans of a subsequent employer.

(c)No Offset. In the event of termination of his employment, the Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to him on account of any remuneration or benefits provided by any subsequent employment he may obtain. The Company's obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Company or its affiliates may have against him for any reason.

9.Certain Additional Payments by the Company.

(a)If it shall be determined that any benefit provided to the Executive or payment or distribution by or for the account of the Company to or for the benefit of the Executive, whether provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties are incurred by the Executive with respect to such excise tax resulting from any action or inaction by the Company (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), then the Executive shall be entitled to receive an additional payment (a “Gross‑Up Payment”) in an amount such that after payment by the Executive of the Excise Tax and all other income, employment, excise and other taxes that are imposed on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the sum of (A) the Excise Tax imposed upon the Payments and (B) the product of any deductions disallowed because of the inclusion of the Gross-up Payment in the Executive's adjusted gross income and the applicable marginal rate of federal income taxation for the calendar year in which the Executive's Gross-Up Payment is to be made. Notwithstanding the foregoing provisions of this Section 9, if it shall be determined that the Executive would be entitled to the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed an amount equal to three hundred and ten percent (310%) of the Executive's Base Amount, then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount; provided that such reduction shall only be made if such reduction results in a more favorable after-tax position for the Executive. The payment reduction

contemplated by the preceding sentence, if any, shall be implemented by determining the Parachute Payment Ratio for each “parachute payment” and then reducing the parachute payments in order beginning with the parachute payment with the highest Parachute Payment Ratio. For parachute payments with the same Parachute Payment Ratio, such parachute payments shall be reduced based on the time of payment of such parachute payments, with amounts having later payment dates being reduced first. For parachute payments with the same Parachute Payment Ratio and the same time of payment, such parachute payments shall be reduced on a pro rata basis (but not below zero) prior to reducing parachute payments with a lower Parachute Payment Ratio.

(b)Subject to the provisions of Section 9(c), all determinations required to be made under this Section 9, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent, certified public accounting firm (as determined before the Change in Control) or such other certified public accounting firm as may be designated by the Company prior to the Change in Control (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a change in the ownership or effective control (as defined for purposes of Section 280G of the Code) of the Company, the Executive shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm's determination but in any event by the end of the year following the year in which the applicable tax is remitted. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that additional Gross-Up Payments shall be required to be made to compensate the Executive for amounts of Excise Tax later determined to be due, consistent with the calculations required to be made hereunder (an “Underpayment”). If the Company exhausts its remedies pursuant to Section 9(c) and the Executive is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

(c)The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than 10 business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that they desire to contest such claim, the Executive shall:

(i)give the Company any information reasonably requested by the Company relating to such claim;

(ii)take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company;

(iii)cooperate with the Company in good faith effectively to contest such claim; and

(iv)permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties incurred in connection with such contest) and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses.

(d)The following terms shall have the following meanings for purposes of this Section 9.

(i)“Base Amount” means “base amount,” within the meaning of Section 280G(b)(3) of the Code.

(ii)“Parachute Payment Ratio” shall mean a fraction the numerator of which is the value of the applicable parachute payment for purposes of Section 280G of the Code and the denominator of which is the intrinsic value of such parachute payment.

(iii)“Parachute Value” of a Payment shall mean the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), as determined by the Accounting Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment.

(iv)“Safe Harbor Amount” means 2.99 times the Executive's Base Amount.

10.Indemnification. During the Employment Period and thereafter, the Company agrees to indemnify and hold the Executive and the Executive's heirs and representatives harmless, to the maximum extent permitted by law, against any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys' fees) as a result of any claim or proceeding (whether civil, criminal, administrative or investigative), or any threatened claim or proceeding (whether civil, criminal, administrative or investigative), against the Executive that arises out of or relates to the Executive's service as an officer, director or employee, as the case may be, of the Company, or the Executive's service in any such capacity or similar capacity with an affiliate of the Company or other entity at the request of the Company, both prior to and after the Effective Date, and to promptly advance to the Executive or the Executive's heirs or representatives such expenses upon written request with appropriate documentation of such expense upon receipt of an undertaking by the Executive or on the Executive's behalf to repay such amount if it shall ultimately be determined that the Executive is not entitled to be indemnified by the Company. During the Employment Period and thereafter, the Company also shall provide the Executive with coverage under its current directors' and officers' liability policy to the same extent that it provides such coverage to its other executive officers. If the Executive has any knowledge of any actual or threatened action, suit or proceeding, whether civil, criminal, administrative or investigative, as to which the Executive may request indemnity under this provision, the Executive will give the Company prompt written notice thereof; provided that the failure to give such notice shall not affect

the Executive's right to indemnification. The Company shall be entitled to assume the defense of any such proceeding and the Executive will use reasonable efforts to cooperate with such defense. To the extent that the Executive in good faith determines that there is an actual or potential conflict of interest between the Company and the Executive in connection with the defense of a proceeding, the Executive shall so notify the Company and shall be entitled to separate representation at the Company's expense by counsel selected by the Executive who is reasonably acceptable to the Company, which counsel shall cooperate, and coordinate the defense, with the Company's counsel and minimize the expense of such separate representation to the extent consistent with the Executive's separate defense. This Section 10 shall continue in effect after the termination of the Executive's employment or the termination of this Agreement.

11.Attorney's Fees.

(a)General. Except as otherwise set forth in Section 11(b), in the event the Executive prevails on any material issue in connection with any controversy, dispute or claim which arises out of or relates to this Agreement, any other agreement or arrangement between the Executive and the Company, the Executive's employment with the Company, or the termination thereof, then the Company shall reimburse the Executive (and his beneficiaries) for any and all costs and expenses (including without limitation attorneys' fees and other charges of counsel) incurred by the Executive (or any of his beneficiaries) in connection with such controversy, dispute or claim.

(b)Change in Control. Following a Change in Control, the Company shall advance the Executive (and his beneficiaries) any and all costs and expenses (including without limitation attorneys' fees and other charges of counsel) incurred by the Executive (or any of his beneficiaries) in resolving any controversy, dispute or claim arising out of or relating to this Agreement, any other agreement or arrangement between the Executive and the Company, the Executive's employment with the Company, or the termination thereof and which arises out of or relates to an event that occurs within two years following a Change in Control; provided that the Executive shall reimburse the Company any advances on a net after-tax basis to cover expenses incurred by the Executive for claims brought by the Executive that are judicially determined to be frivolous or advanced in bad faith.

12.Notices. All notices, demands, requests, or other communications which may be or are required to be given or made by any party to any other party pursuant to this Agreement shall be in writing and shall be hand delivered, mailed by first-class registered or certified mail, return receipt requested, postage prepaid, delivered by overnight air courier, or transmitted by facsimile transmission addressed as follows:

(i)    If to the Company:

Energy Future Holdings Corp.

1601 Bryan Street

Dallas, Texas 75201-3411

Attention: General Counsel

(ii)    If to the Executive:

Donald L. Evans

500 West Texas Avenue

Suite 960

Midland, TX 79701

(432) 684-4411

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent. Each notice, demand, request, or communication that shall be given or made in the manner described above shall be deemed sufficiently given or made for all purposes at such time as it is delivered to the addressee (with the return receipt, the delivery receipt, confirmation of facsimile transmission or the affidavit of messenger being deemed conclusive but not exclusive evidence of such delivery) or at such time as delivery is refused by the addressee upon presentation.

13.Severability. The invalidity or unenforceability of any one or more provisions of this Agreement, shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.

14.Survival. It is the express intention and agreement of the parties hereto that the provisions of Sections 6, 8, 9, 10, 11, 12, 13, 15, 16, 17, 20, 23, 25 and 26 hereof and this Section 14 shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.

15.Assignment. The rights and obligations of the parties to this Agreement shall not be assignable or delegable, except that (i) in the event of the Executive's death, the personal representative or legatees or distributees of the Executive's estate, as the case may be, shall have the right to receive any amount owing and unpaid to the Executive hereunder and (ii) the rights and obligations of the Company hereunder shall be assignable and delegable in connection with any subsequent merger, consolidation, sale of all or substantially all of the assets or equity interests of the Company or similar transaction involving the Company or a successor corporation. The Company shall require any successor to the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

16.Binding Effect. Subject to any provisions hereof restricting assignment, this Agreement shall be binding upon the parties hereto and shall inure to the benefit of the parties and their respective heirs, devisees, executors, administrators, legal representatives, successors and assigns.

17.Amendment; Waiver. This Agreement shall not be amended, altered or modified except by an instrument in writing duly executed by the party against whom enforcement is sought. Neither the waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement, nor the failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder, shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

18.Headings. Section and subsection headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof.

19.Executive Representation. Executive hereby represents to the Company that his execution and delivery of this Agreement and performance of his duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement, separation agreement or other agreement or policy to which Executive is a party or otherwise bound.

20.Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Texas, without regard to conflicts of laws principles. The parties agree that the proper venue and jurisdiction for any cause of action relating to the Agreement shall be in Dallas County, Texas.

21.Entire Agreement; Advice of Counsel. This Agreement constitutes the entire agreement between the parties respecting the employment of the Executive, there being no representations, warranties or commitments except as set forth herein and supersedes and replaces all other agreements related to the subject matter hereof of, including the Consulting Agreement and any prior consulting agreements. The Executive acknowledges that, in connection with his entry into this Agreement, he was advised by an attorney of his choice on the terms and conditions of this Agreement, including, without limitation, on the application of Code Section 409A (as defined below) on the payments and benefits payable or to be paid to the Executive hereunder.

22.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall be deemed to constitute one and the same instrument.

23.Cooperation. For a period of two (2) years after his termination, Executive shall provide Executive's reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive's employment hereunder, provided that the Company and its Affiliates shall use reasonable efforts to avoid material interference with Executive's business or personal activities. The Company shall pay all of Executive's reasonable expenses incurred in connection with providing such cooperation.

24.Withholding. The Company may withhold from any benefit payment under this Agreement all federal, state, city or other taxes as shall be required pursuant to any law or governmental regulation or ruling; provided that any withholding obligation arising in connection with the exercise of a stock option or the transfer of stock or other property shall be satisfied through withholding an appropriate number of shares of stock or appropriate amount of such other property.

25.Section 409A.

(a)The intent of the parties is that payments and benefits under this Agreement comply with Internal Revenue Code Section 409A and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. If the Executive notifies the Company (with specificity as to the reason therefor) that the Executive believes that any provision of this Agreement (or of any award of compensation, including equity compensation or benefits) would cause the Executive to incur any additional tax or interest under Code Section 409A and the Company concurs with such belief or the Company (without any obligation whatsoever to do so) independently makes such determination, the Company shall, after consulting with the Executive, reform such provision to attempt to comply with Code Section 409A through good faith modifications to the minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum extent reasonably possible, maintain the original intent

and economic benefit to the Executive and the Company of the applicable provision without violating the provisions of Code Section 409A. For the sake of clarity, the Company does not hereby agree to indemnify the Executive for liabilities incurred as a result of Code Section 409A, it being understood, however, that this clarification shall not be construed as a waiver by the Executive of any claim for damages for breach of contract that are related to Code Section 409A.

(b)A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If the Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive, and (B) the date of the Executive's death, to the extent required under Code Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to this Section 25(b) (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Executive in a lump sum with interest at the prime rate as published in The Wall Street Journal on the first business day following the date of the “separation from service”, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

(c)To the extent that reimbursements or other in-kind benefits under this Agreement constitute “nonqualified deferred compensation” for purposes of Code Section 409A, (A) all such expenses or other reimbursements hereunder shall be made on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by the Executive, (B) any right to such reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, and (C) no such reimbursement, expenses eligible for reimbursement, or in-kind benefits provided in any taxable year shall in any way affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year.

(d)For purposes of Code Section 409A, the Executive's right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. Whenever a payment under this Agreement specifies a payment period with reference to a number of days, the actual date of payment within the specified period shall be within the sole discretion of the Company.

(e)Notwithstanding any other provision of this Agreement to the contrary, in no event shall any payment under this Agreement that constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset by any other amount unless otherwise permitted by Code Section 409A.

26.Definitions.

“Accrued Benefits” means (i) any unpaid Base Salary through the Date of Termination; (ii) any earned but unpaid compensation; (iii) any accrued and unpaid vacation and/or sick days; (iv) any

amounts or benefits owing to the Executive or to the Executive's beneficiaries under the then applicable benefit plans of the Company (excluding any severance plan, program, agreement or arrangement); and (v) any amounts owing to the Executive for reimbursement of expenses properly incurred by the Executive prior to the Date of Termination and which are reimbursable in accordance with Section 5. Amounts payable under (A) clauses (i), (ii) and (iii) shall be paid promptly after the Date of Termination, (B) clause (iv) shall be paid in accordance with the terms and conditions of the applicable plan, program or arrangement and (C) clause (v) shall be paid in accordance with the terms of the applicable expense policy.

“Affiliate” means any direct or indirect parent or subsidy of the Company.

“Cause” shall be defined as: (A) the Executive's continued failure to substantially perform the Services which continues beyond fifteen (15) business days following the date on which a written demand for substantial performance is delivered to the Executive by the Company (the “Cure Period”); (B) if, in performing Services for Company, the Executive engages in conduct that constitutes (1) a material breach of his fiduciary duty to the Company or its shareholders (including, without limitation, a material breach of the restrictive covenants under this Agreement, which breach is not cured, if curable, during the Cure Period after written notice from the Company) or (2) gross neglect or (3) misconduct resulting in material economic harm to the Company, or (C) upon the conviction of the Executive for, or the plea of guilty or nolo contendere by the Executive to, any crime involving moral turpitude and/or any felony.

“Change in Control” means the occurrence of any one or more of the following events to the extent such event also constitutes a “change in control event” within the meaning of Section 409A of the Code:

(i)any “person” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (other than (A) the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, or any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company or any person who owns fifteen percent (15%) or more of the Common Stock of the Company on the date of the Company's emergence from Chapter 11 bankruptcy proceedings (a “Fifteen Percent Owner”) or (B) pursuant to an Excluded Transaction), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities;

(ii)any “person” as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under any employee benefit plan of the Company, any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Common Stock of the Company or a Fifteen Percent Owner or pursuant to an Excluded Transaction), becoming the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) in one or a series of related transactions during any 12-month period, directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company's then outstanding securities;

(iii)during any one-year period, individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a person who

has entered into an agreement with the Company to effect a transaction described in paragraph (i), (ii), (iv) or (v) of this definition of “Change in Control” or a director whose initial assumption of office occurs as a result of either an actual or threatened election contest (as such term is used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board) whose election by the Board or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the one-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the Board;

(iv)a merger or consolidation of the Company or a direct or indirect subsidiary of the Company with any other corporation, other than a merger or consolidation which would result in either (A) a Fifteen Percent Owner beneficially owning more than fifty percent (50%) of the combined voting power of the voting securities of the Company or the surviving entity (or the ultimate parent corporation of the Company of the surviving entity) or (B) the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation (or the ultimate parent company of the Company or such surviving entity (a transaction described in (A) or (B), an “Excluded Transaction”)); provided, however, that a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no person (other than those covered by the exceptions in subparagraphs (ii) and (iii)) acquires more than 50% of the combined voting power of the Company's then outstanding securities shall not constitute a Change in Control; or

(v)the consummation of a sale or disposition of assets of the Company and/or its direct and indirect subsidiaries having a value constituting at least 40% of the total gross fair market value of all of the assets of the Company and its direct and indirect subsidiaries (on a consolidated basis) immediately prior to such transaction, other than the sale or disposition of all or substantially all of the assets of the Company to a Fifteen Percent Owner or a person or persons who beneficially own, directly or indirectly, more than 50% of the combined voting power of the outstanding voting securities of the Company at the time of the sale.

“Date of Termination” means (i) if the Executive's employment is terminated by the Executive's death, the date of the Executive's death; (ii) if the Executive's employment is terminated because of the Executive's Disability pursuant to Section 7(a)(ii)(A), 30 days after Notice of Termination, provided that the Executive shall not have returned to the performance of the Executive's duties on a full-time basis during such 30-day period; (iii) if the Executive's employment is terminated during the Employment Period by the Company pursuant to Section 7(a)(ii)(B) or by the Executive pursuant to Section 7(a)(iii), the date specified in the Notice of Termination; provided that if the Executive is voluntarily terminating the Executive's employment without Good Reason, such date shall not be less than 15 business days after the Notice of Termination; or (iv) if the Executive's employment is terminated pursuant to Section 7(b), the last day of the Employment Period.

“Good Reason” shall mean, provided that the Executive has not previously given the Company his written consent, (A) a reduction in the Executive's Base Salary or (B) any material breach of this Agreement; provided, however, that any isolated, insubstantial or inadvertent failure by the Company

that is not in bad faith and is cured within ten (10) business days after the Executive gives the Company written notice of any such event set forth above, shall not constitute Good Reason.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Agreement, or have caused this Agreement to be duly executed and delivered on their behalf.

ENERGY FUTURE HOLDINGS CORP.

By: /s/ CARRIE L. KIRBY

Name: Carrie L. Kirby

Title: Executive Vice President

DONALD L. EVANS

/s/ DONALD L. EVANS

SCHEDULE 1

ENTITIES FOR WHICH EXECUTIVE IS A DIRECTOR

1.George W. Bush Library Foundation* - Chairman

2.Quintana Energy Partners* - Partner and Director

3.Energy Capital Partners* - Advisor Director

4.Genesis Master Limited Partnership* - Director

* Executive agrees to keep Company apprised of any changes to or regarding the nature of this board service, including but not limited to any increases in responsibility or time commitment.

EX-10.(B)

Exhibit 10(b)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) dated May 1, 2013 is made by and between TXU ENERGY RETAIL COMPANY LLC (“TXU Energy”), ENERGY FUTURE HOLDINGS CORP. (the parent entity of TXU Energy, referred to herein as the “Company”) and JAMES A. BURKE (“Executive”) (individually, each a “Party” and collectively, the “Parties”).

WITNESSETH

WHEREAS, the Parties previously entered into an employment agreement dated May 9, 2008 and effective as of October 10, 2007 (“Original Effective Date”) and most recently amended and restated effective July 1, 2011; and

WHEREAS, Executive has been appointed as Executive Vice President of the Company effective February 14, 2013; and

WHEREAS, the Parties desire to amend and restate the employment agreement, in each case on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises, covenants and obligations contained herein, the Company, TXU Energy and Executive agree as follows:

1.Term of Employment. Subject to the provisions of Section 7 of this Agreement, this Agreement, as restated, and Executive's employment hereunder shall be effective as of February 14, 2013 (“Effective Date”) and shall end as of 11:59:59 P.M. on June 30, 2015 (the “Initial Term”). Subject to the provisions of Section 7 of this Agreement, this Agreement shall automatically renew for an additional one (1) year period commencing immediately following the last day of the Initial Term and each one (1) year period thereafter (each, a “Renewal Term”), unless, the Company or Executive provides the other Party written notice of non-renewal at least sixty (60) days prior to the end of the applicable term. The period during which Executive is employed by TXU Energy hereunder is hereinafter referred to as the “Employment Term.”

2.Position and Duties.

(a)From the Effective Date and during the remainder of the Employment Term, Executive shall serve as Chief Executive Officer of TXU Energy and Executive Vice President of the Company. Executive shall also serve on the board of managers of TXU Energy as its Chairman without additional compensation. In both positions, Executive shall have such duties, authority and responsibilities as shall be determined from time to time by the President and CEO of the Company, which duties, authority and responsibilities shall be customary for Executive's position in a business of similar size, type and nature to that of TXU Energy or the Company, as appropriate. Executive shall report to the President and CEO of the Company with respect to his responsibilities to TXU Energy and the Company.

(b)During the Employment Term, Executive will devote Executive's full business time and best efforts to performance of the duties described in Section 2(a) and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere, directly or indirectly, with performance of Executive's duties. Executive may participate in civic and charitable activities and may serve on the board of non-profit organizations and on the board of one outside company,

provided that Executive obtains prior approval of the board of directors of the Company (as used herein, the term “Board” shall mean the board of directors of the Company or a committee designated by such board), which shall not be unreasonably withheld, prior to accepting appointment or reappointment to a board of directors or trustees of any other business, corporation or charitable organization; provided, further, that, in each case, such activities do not conflict or interfere with the performance of Executive's duties hereunder or conflict with Section 8.

3.Base Salary. From the Effective Date and during the remainder of the Employment Term, TXU Energy shall pay Executive a base salary of $675,000 annually, payable in regular installments in accordance with TXU Energy's usual payment practices. Executive may be entitled to increases in his base salary in the sole discretion of the Board, which shall make such determinations following its annual review process for executives. Executive's annual base salary, as in effect from time to time, is hereinafter referred to as the “Base Salary.”

4.Annual Bonus. With respect to each fiscal year during the Employment Term, Executive shall have the opportunity to earn an annual bonus award (the “Annual Bonus”) pursuant to the terms and conditions of the EFH Executive Annual Incentive Plan (“AIP”) of 85% of Base Salary (“Target Award”). The amount of the Annual Bonus shall be based upon the achievement of annual business performance targets and Executive's individual performance, both as approved by the Board; provided, however, if TXU Energy, the Company and/or Executive achieve superior performance targets as established by the Board, then Executive shall be eligible to receive a bonus award of up to 200% of his Target Award. Each Annual Bonus, if any, shall be paid to Executive within two and one-half (2½) months after the end of the applicable fiscal year.

5.Employee Benefits; Perquisites; Fringe Benefits.

(a)During the Employment Term, Executive shall be entitled to participate in the Company's group health, life, disability, and all tax qualified and nonqualified benefit plans, as in effect from time to time (collectively “Employee Benefits”), on a basis which is no less favorable than is offered to other members of the Strategy and Policy Committee (with the exception of the CEO of the Company), to the extent consistent with applicable law and the terms of the applicable plans.

(b)During the Employment Term, Executive shall be entitled to fringe benefits consistent with the practices of the Company to the extent the Company provides similar benefits to other members of the Strategy and Policy Committee (with the exception of the CEO of the Company) and Executive is otherwise eligible to participate in such fringe benefit programs.

(c)At the beginning of each calendar year during the Employment Term, Executive shall be entitled to the greater of: five (5) weeks of paid vacation, or the maximum number of days Executive is entitled to under the Company's vacation or paid time off policy, as applicable. Executive shall beentitled to carry over up to five (5) days of unused vacation from one calendar year to the next; provided that, any carryover vacation days not used in the next calendar year shall be forfeited. Executive shall also be entitled to paid sick leave benefits in accordance with those provided to other similarly situated executives during the Employment Term.

(d)Executive shall be entitled to the additional benefits and compensation set forth in Exhibits I and II attached hereto, subject to the terms and conditions thereof.

6.Business Expenses. Subject to TXU Energy's standard policies and procedures with respect to expense reimbursement, TXU Energy shall reimburse Executive for, or pay on behalf of Executive, reasonable and appropriate expenses incurred by Executive for business related purposes, provided claims for reimbursement are submitted timely and with appropriate supporting documentation.

7.Termination. Executive's employment hereunder may be terminated by either the Company or Executive at any time and for any reason; provided that, unless otherwise provided herein, either Party will be required to give the other Party at least sixty (60) days advance written notice of termination of Executive's employment. Notwithstanding the foregoing, the Company may, in lieu of providing sixty (60) days advance written notice of termination, immediately terminate Executive's employment for Cause; provided, that, the Company provides Executive with the compensation and benefits then in effect at the time of such termination to which Executive would have been entitled had he continued employment with the Company for such sixty (60) day period. The provisions of this Section 7 shall exclusively govern Executive's rights upon termination of employment with TXU Energy and its Affiliates (as defined in Section 8(c) below).

(a)By the Company for Cause or by Executive Due to Voluntary Resignation without Good Reason.

(i)Executive's employment may be terminated by the Company for Cause (as defined below) or by Executive's voluntary resignation without Good Reason (as defined below) and, in either case, Executive shall be entitled to receive:

(A)within six (6) calendar days following the date of termination, accrued, but unpaid Base Salary and unused vacation, earned through the date of termination;

(B)in accordance with Section 4 (except to the extent payment is otherwise deferred pursuant to any applicable deferred compensation arrangement with TXU Energy or the Company), any accrued but unpaid Annual Bonus earned for any previously completed fiscal year;

(C)within sixty (60) days of Executive's claim for reimbursement, payment for any unreimbursed business expenses properly incurred by Executive in accordance with TXU Energy's policies prior to the date of Executive's termination; provided that claims for reimbursement are accompanied by appropriate supporting documentation and are submitted to TXU Energy within ninety (90) days following the date of Executive's termination of employment;

(D)Employee Benefits and equity compensation, if any, as to which Executive may be entitled under the employee benefit plans of TXU Energy and its Affiliates or any agreement between TXU Energy (and/or its Affiliates) and Executive; and

(E)any amounts payable or that may become payable pursuant to Section 7(g) and/or Section 9(g) (the amounts described in clauses (A) through (E) hereof being referred to as the “Accrued Rights”).

Following termination of Executive's employment by the Company for Cause or voluntary resignation by Executive without Good Reason, except as set forth in this Section 7(a)(i) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(ii)For purposes of this Agreement, the terms:

(A)“Cause” shall mean (i) if, in performing his duties to TXU Energy, Executive engages in conduct that constitutes (a) a material breach of his fiduciary duty to TXU Energy, the Company, or their shareholders (including, without limitation, a material breach or attempted breach of the provisions under Section 8), (b) gross neglect, or (c) gross misconduct resulting in material economic harm to TXU Energy or the Company; provided that any such conduct described in (a), (b) or (c) is not cured within ten (10) business days after Executive receives from the Company written notice thereof; or (ii) Executive's conviction of, or entry of a plea of guilty or nolo contendere for, a felony or other crime involving moral turpitude.

(B)“Good Reason” shall mean, provided that Executive has not previously given the Company his written consent, (i) a reduction in Executive's Base Salary or Executive's annual incentive compensation opportunity (other than a general reduction in base salary or annual incentive compensation opportunities that affects all salaried employees of the Company proportionately); (ii) a transfer of Executive's primary workplace by more than fifty (50) miles from the workplace on the Effective Date; (iii) a substantial adverse change in Executive's duties or responsibilities; (iv) any material breach of this Agreement; or (v) an adverse change in Executive's line of reporting to superior officers pursuant to the terms of this Agreement; provided, however, that any isolated, insubstantial or inadvertent failure by TXU Energy or the Company that is not in bad faith and is cured within ten (10) business days after Executive gives the Company written notice of any such event set forth above, shall not constitute Good Reason.

(b)Disability or Death.

(i)Executive's employment shall terminate upon Executive's death and may be terminated by the Company if Executive has a Disability (as defined below) and, in either case, Executive or Executive's estate (as the case may be) shall be entitled to receive:

(A)the Accrued Rights;

(B)a portion of the Target Award that Executive would have been entitled to receive pursuant to Section 4 hereof for the fiscal year of termination, such portion to be determined by multiplying the Target Award by a fraction, the numerator of which is the number of days during which Executive was employed by TXU Energy in the fiscal year of Executive's termination, and the denominator of which is 365 (the “Pro-Rata Bonus”), with such Pro-Rata Bonus payable to Executive pursuant to Section 4 as if Executive's employment had not terminated; and

(C)any additional benefits and compensation set forth in Exhibits I and II attached hereto, subject to the terms and conditions thereof.

Following Executive's termination of employment due to death or Disability, except as set forth in this Section 7(b)(i) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(ii)“Disability” shall mean Executive's physical or mental incapacitation and consequent inability, with reasonable accommodation, for a period of six consecutive months to perform Executive's duties; provided, however, in the event the Company temporarily replaces Executive, or transfers

Executive's duties or responsibilities to another individual, on account of Executive's inability to perform such duties due to a mental or physical incapacity which is, or is reasonably expected to become, a long-term disability, then Executive's employment shall not be deemed terminated by the Company and Executive shall not be able to resign with Good Reason. Any question as to the existence of a Disability as to which Executive and the Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and the Company. If Executive and the Company cannot agree on a qualified independent physician, each shall appoint a physician and those two physicians shall select a third who shall make such determination in writing. The determination of Disability made in writing to the Company and Executive shall be final and conclusive for all purposes of the Agreement and any other agreement with Executive that incorporates this definition of Disability.

(c)By the Company Without Cause; Resignation by Executive for Good Reason. Executive's employment hereunder may be terminated by the Company without Cause (other than by reason of death or Disability) or upon Executive's resignation for Good Reason and, in either case (except as otherwise provided in Section 7(e)), Executive shall be entitled to receive:

(i)the Accrued Rights;

(ii)provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against TXU Energy, the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company):

(A)a lump sum payment equal to: (I) two (2) times Executive's Base Salary, and (II) the Pro-Rata Bonus, payable as soon as practicable but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; and

(B)Executive, his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company's group health plans on the same terms and conditions as active employees of the Company until the earlier of (x) two (2) years from the date of termination of Executive's employment (the “Severance Period”), to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (y) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(c)(ii)(B) when, in the absence of the benefits provided in this Section 7(c)(ii)(B), Executive would not be entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”), Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and

(iii)any additional benefits and compensation set forth in Exhibits I and II attached hereto, subject to the terms and conditions thereof.

Following Executive's termination of employment by the Company without Cause (other than by reason of Executive's death or Disability) or upon Executive's resignation for Good Reason, except as set forth in this Section 7(c) or otherwise provided in Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(d)Expiration of Employment Term.

(i)In the event Executive elects not to extend the Employment Term pursuant to Section 1 and Executive's employment has not been earlier terminated pursuant to Sections 7(a), (b), (c), or (e), the Employment Term shall expire and Executive's employment hereunder shall terminate as of the end of the day immediately preceding the commencement of a subsequent Renewal Term, and Executive shall be entitled to receive the Accrued Rights. Except as set forth in this Section 7(d)(i) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(ii)In the event the Company elects not to extend the Employment Term pursuant to Section 1 and Executive's employment has not been earlier terminated pursuant to Sections 7(a), (b), (c), or (e), the Employment Term shall expire and Executive's employment hereunder shall terminate as of the end of the day immediately preceding the commencement of a subsequent Renewal Term, and Executive shall be entitled to receive the payments and benefits applicable to a termination of Executive's employment without Cause pursuant to Section 7(c) or Section 7(e), as applicable. Except as set forth in this Section 7(d)(ii) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(e)Change in Control. Notwithstanding any provision contained herein, if Executive's employment is terminated by the Company without Cause (other than by reason of death or Disability) or if Executive resigns for Good Reason, in either case, within twenty-four (24) months following a Change in Control (as defined in the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and its Affiliates), Executive shall be entitled to receive:

(i)the Accrued Rights;

(ii)provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against TXU Energy, the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company), a lump sum payment equal to two (2) times the sum of Executive's annualized Base Salary and Executive's Target Award, payable as soon as practicable but no later than the earlier of: (i) March 15 following the calendar year in which termination occurs or (ii) ninety (90) days following termination;

(iii)provided Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against TXU Energy, the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company), Executive, his spouse and eligible dependents (to the extent covered immediately prior to such termination) shall continue to be eligible to participate in all of the Company's group health plans on the same terms and conditions as active employees of the Company until the earlier of (A) termination of the Severance Period, to the extent that Executive was eligible to participate in such plans immediately prior to the date of termination, or (B) until Executive is, or becomes, eligible for comparable coverage under the group health plans of a subsequent employer. If Executive continues to receive benefits pursuant to this Section 7(e)(iii) when, in the absence of the benefits provided in this Section 7(e)(iii) Executive would not be entitled to continuation coverage under Code

Section 4980B, Executive shall receive reimbursement for all medical expenses no later than the end of the calendar year immediately following the calendar year in which the applicable expenses were incurred. The health care continuation coverage period under COBRA, Code Section 4980B, or any replacement or successor provision of United States tax law, shall run concurrently with the Severance Period; and

(iv)any additional benefits and compensation set forth in Exhibits I and II attached hereto, subject to the terms and conditions thereof.

Following Executive's termination of employment without Cause (other than by reason of Executive's death or Disability) or upon Executive's resignation for Good Reason, in either case, within twenty-four (24) months following a Change in Control, except as set forth in this Section 7(e) and for any rights to indemnification and claims for liability insurance coverage under officer and director policies, Executive shall have no further rights to any compensation or any other benefits under this Agreement.

(f)Notice of Termination. Any purported termination of employment by the Company or by Executive (other than due to Executive's death) shall be communicated by written Notice of Termination to the other Party in accordance with Section 9(j) hereof. For purposes of this Agreement, a “Notice of Termination” shall mean a notice indicating the specific termination provision in this Agreement relied upon and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of employment under the provision so indicated.

(g)Code Section 4999.

(i)If, by reason of, or in connection with, any transaction that occurs after the Original Effective Date, Executive would be subject to the imposition of the excise tax imposed by Code Section 4999 related to Executive's employment with the Company, whether before or after termination of Executive's employment, but the imposition of such tax could be avoided by approval of shareholders described in Code Section 280G(b)(5)(B), then Executive may ask the Company to seek such approval, in which case the Company will use its reasonable best efforts to cause such approval to be obtained and Executive will cooperate and execute such waivers as may be necessary so that such approval avoids imposition of any excise tax under Code Section 4999. If Executive fails to request that the Company seek such approval, or if Executive does request that the Company seek such approval, but fails to cooperate and execute such waivers as may be necessary in the approval process, Section 7(g)(ii) shall not apply and Executive shall not be entitled to any gross-up payment for any resulting tax under Code Section 4999. If such approval, even if sought and obtained, would not avoid imposition of the excise tax imposed under Code Section 4999, then the provisions of Section 7(g)(ii) shall apply without any precedent obligation of Executive to seek such approval.

(ii)Gross-Up Payment.

(A)In the event it shall be determined that any payment, benefit or distribution (or combination thereof) by the Company, any Affiliate, or one or more trusts established by the Company or any Affiliate for the benefit of their employees, to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, or otherwise) (a “Payment”) is subject to the excise tax imposed by Code Section 4999 or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any federal, state and local income taxes and employment taxes (and any interest and penalties imposed with respect thereto) and the

Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

(B)All determinations required to be made under this Section 7(g)(ii), including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP, Alvarez & Marsal, or such other nationally recognized accounting firm as may be designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within ten (10) business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive's residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 7(g)(ii), shall be paid by the Company to Executive (or to the appropriate taxing authority on Executive's behalf) when due. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and Executive (subject to Section 7(g)(ii)(C)). As a result of the uncertainty in the application of Code Section 4999, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 7(g)(ii)(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive (but in any case no later than the calendar year following the calendar year in which such tax was payable).

(C)Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (i) give the Company any information reasonably requested by the Company relating to such claim, (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order to effectively contest such claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 7(g)(ii)(C), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all

administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one (1) or more appellate courts, as the Company shall determine; provided that if the Company directs Executive to pay such claim and sue for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

(D)If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 7(g)(ii), Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company's complying with the requirements of Section 7(g)(ii)(C)) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Executive of an amount advanced by the Company pursuant to Section 7(g)(ii)(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim, and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid.

(E)For the avoidance of doubt, all payments to or for the benefit of Executive provided for in this Section 7(g)(ii) shall be made no later than the end of the calendar year in which the applicable Excise Tax has become due, or if as a result a tax audit or litigation, it is determined that no additional Excise Tax has become due, the end of the calendar year in which the audit is completed or there is a final and non-appealable settlement or other resolution.

8.Restrictive Covenants.

(a)In consideration of the Company and TXU Energy entering into this Agreement with Executive and hereby promising and committing themselves to provide Executive with Confidential Information and/or specialized training after Executive executes this Agreement, Executive shall not, directly or indirectly:

(i)at any time during or after the Employment Term, disclose any Confidential Information pertaining to the business of TXU Energy, the Company, the Sponsor Group, or any of their respective Affiliates, except when required to perform his duties to TXU Energy, the Company or one of its Affiliates, or by law or judicial process, provided that Executive gives the Company reasonable notice of any legal or judicial proceeding requiring Executive to disclose Confidential Information and an opportunity to challenge the disclosure of any such information, and Executive agrees to provide such reasonable notice in writing to:

General Counsel

Energy Future Holdings Corp.

1601 Bryan Street, 41st Floor

Dallas, Texas 75201

(214) 812-5153 (facsimile);

(ii)at any time during the Employment Term and for a period of eighteen (18) monthsthereafter (the “Non-Compete Period”), directly or indirectly, act as a proprietor, investor, director, officer, employee, substantial stockholder, consultant, or partner in any Competing Business in Texas or any other geographic area in which Texas Energy Future Holdings Limited Partnership, the Company or any of their respective subsidiaries operates or conducts business; or

(iii)at any time during the Employment Term and for a period of eighteen (18) monthsthereafter, directly or indirectly (A) solicit customers or clients of TXU Energy, the Company or any of its Affiliates to terminate their relationship with TXU Energy, the Company or any of its Affiliates or otherwise solicit such customers or clients to compete with any business of TXU Energy, the Company or any of its Affiliates, or (B) solicit or offer employment to any person who is, or has been at any time during the twelve (12) months immediately preceding the termination of Executive's employment, employed by TXU Energy, the Company or any of its Affiliates;

provided that in each of (ii) and (iii) above, such restrictions shall not apply with respect to any member of the Sponsor Group or any of its Affiliates that is not engaged in any business that competes, directly or indirectly, with the Company or any of its subsidiaries in any geographic area where they operate. Notwithstanding the foregoing, for the purposes of this Section 8(a), (A) Executive may, directly or indirectly own, solely as an investment, securities of any Person engaged in the business of TXU Energy, the Company or its Affiliates that are publicly traded on a national or regional stock exchange or quotation system or on the over-the-counter market if Executive (I) is not a controlling person of, or a member of a group which controls, such Person and (II) does not, directly or indirectly, own 5% or more of any class of securities of such Person, and (B) Section 8(a)(ii) shall not be violated by reason of any exercise of tag-along rights under the Sale Participation Agreement, by and between the Company (and related parties) and Executive (the “Sale Participation Agreement”) or Drag Transaction (as defined in the Sale Participation Agreement) that may occur after the date hereof.

(b)Notwithstanding clause (a) above, if at any time a court holds that the restrictions stated in such clause (a) are unreasonable or otherwise unenforceable under circumstances then existing, the Parties hereto agree that the maximum period, scope or geographic area determined to be reasonable under such circumstances by such court will be substituted for the stated period, scope or area. Because Executive's services are unique and because Executive has had access to Confidential Information, the Parties hereto agree that money damages will be an inadequate remedy for any breach of this Agreement. In the event of a breach or threatened breach of this Agreement, TXU Energy, the Company or their respective successors or assigns may, in addition to other rights and remedies existing in their favor, apply to any court of competent jurisdiction for specific performance and/or injunctive relief in order to enforce, or prevent any violations of, the provisions hereof (without the posting of a bond or other security). Notwithstanding the foregoing, in the event Executive breaches the covenants set forth in this Section 8, the Company's rights and remedies with respect Executive's Options, Option Stock, and Stock and payments related thereto, as those terms are defined in the Management Stockholder's Agreement, by and between the Company (and related parties) and Executive (the “Management Stockholder's Agreement”) shall be limited to those set forth in Section 22(c) of the Management Stockholder's Agreement.

(c)For purposes of this Agreement, the terms listed below shall be defined as follows:

(i)“Affiliate” shall mean with respect to any Person, any entity directly or indirectly controlling, controlled by or under common control with such Person; and, by way of clarification and not by limitation, the Company and TXU Energy are Affiliates of each other; provided, however, for purposes of this Agreement, Texas Energy Future Co-Invest, LP shall not be deemed to be an Affiliate of the Sponsor Group or any member of the Sponsor Group.

(ii)“Competing Business” shall mean any business that directly or indirectly competes, at the relevant determination date, with one or more of the businesses of TXU Energy, the Company or any of its Affiliates in any geographic area where Texas Energy Future Holdings Limited Partnership, the Company, or any of their respective subsidiaries operates.

(iii)“Confidential Information” shall mean information: (A) disclosed to or known by Executive as a consequence of or through his employment with TXU Energy, the Company or any Affiliate; (B) not publicly available or not generally known outside TXU Energy, the Company or any Affiliate; and (C) that relates to the business and/or development of TXU Energy, the Company or any Affiliate. Any information that does not meet each of the criteria listed above (in subsections (A) - (C)) shall not constitute Confidential Information. By way of example, Confidential Information shall include but not be limited to the following: all non-public information or trade secrets of TXU Energy, the Company, or any Affiliate that gives TXU Energy, the Company or any Affiliate a competitive business advantage or the opportunity of obtaining such advantage, or disclosure of which might be detrimental to the interests of TXU Energy, the Company or any Affiliate; information regarding TXU Energy's, the Company's or any Affiliate's business operations, such as financial and sales data (including budgets, forecasts, and historical financial data), operational information, plans, and strategies; business and marketing strategies and plans for various products and services; rate and regulatory strategy and plans; information regarding suppliers, consultants, employees, and contractors; technical information concerning products, equipment, services, and processes; procurement procedures; pricing and pricing techniques; information concerning past, current and prospective customers, investors, and business affiliates; plans or strategies for expansion or acquisitions; budgets; research; trading methodologies and terms; communications information; evaluations, opinions, and interpretations of information and data; marketing and merchandising techniques; electronic databases; models; specifications; computer programs; contracts; bids or proposals; technologies and methods; training methods and processes; organizational structure; personnel information; payments or rates paid to consultants or other service providers; and TXU Energy's, the Company's or any Affiliate's files, physical or electronic documents, equipment, and proprietary data or material in whatever form including all copies of all such materials. By way of clarification (but not limitation), information that Executive conceived or developed during his employment with TXU Energy, the Company or an Affiliate or learned from other employees or contractors of TXU Energy, the Company or an Affiliate that meets the definition of Confidential Information shall be treated as such.

(iv)“Person” shall mean “person,” as such term is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (or any successor thereto).

(v)“Restricted Group” shall mean, collectively the Company, its subsidiaries, the members of the Sponsor Group and their respective Affiliates.

(vi)“Sponsor Group” shall mean Kohlberg Kravis Roberts & Co. L.P., TPG Capital L.P., and Goldman, Sachs & Co.

9.Miscellaneous.

(a)Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of laws principles thereof.

(b)Entire Agreement. Except as otherwise provided herein, this Agreement contains the entire understanding of the Parties with respect to the employment of Executive by TXU Energy, the Company and/or its Affiliates and supersedes all prior agreements and understandings. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the Parties with respect to the subject matter herein other than those expressly set forth herein.

(c)No Waiver. The failure of a Party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such Party's rights or deprive such Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

(d)Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions of this Agreement shall not be affected thereby.

(e)Assignment. This Agreement, and all of Executive's rights and duties hereunder, shall not be assignable or delegable by Executive. Any purported assignment or delegation by Executive in violation of the foregoing shall be null and void ab initio and of no force and effect. This Agreement may be assigned by TXU Energy or the Company to a person or entity which is an Affiliate or a successor in interest to substantially all of the business operations of TXU Energy or the Company, provided that the assignee expressly assumes all obligations of TXU Energy and/or the Company under this Agreement and all other related agreements to which Executive, the Company and/or TXU Energy are parties. Upon such assignment, the rights and obligations of TXU Energy and/or the Company hereunder shall become the rights and obligations of such Affiliate or successor person or entity.

(f)Set Off; Mitigation. Except as otherwise provided in Section 9(o), the obligations of TXU Energy and the Company to pay Executive the amounts provided and to make the arrangements provided hereunder shall not be subject to setoff, counterclaim or recoupment of amounts owed by Executive to TXU Energy, the Company and/or their Affiliates. Executive shall not be required to mitigate the amount of any payment provided for pursuant to this Agreement by seeking other employment and, except as expressly provided herein, no amount payable hereunder shall be reduced by any payments or benefits received from such subsequent employment.

(g)Compliance with Code Section 409A. Notwithstanding anything herein to the contrary, if, at the time of Executive's termination of employment, the Company has securities that are publicly traded on an established securities market, and Executive is a “specified employee” (as defined in Code Section 409A), and the deferral of the commencement of any payments or benefits otherwise payable pursuant to Section 7 is necessary in order to prevent any accelerated or additional tax under Code Section 409A, then, to the extent permitted by Code Section 409A, the Company will defer any such payments or benefits hereunder (without any reduction in the payments or benefits ultimately paid or provided to Executive) until the date that is six (6) months following Executive's termination of employment with the Company (or the earliest date as is permitted under Code Section 409A), provided that amounts which do not exceed the limits set forth in Code Section 402(g)(1)(B) in the year of such termination shall be payable immediately upon termination. Any payments or benefits deferred due to such requirements will be paid in a lump sum to

Executive at the end of such six (6) month period. The Company shall consult with Executive in good faith regarding the implementation of the provisions of this Section 9(g).

(h)Indemnity. The Company and its subsidiaries shall indemnify and hold Executive harmless for all acts and omissions occurring during his employment or service as a member of the board of directors or managers (as applicable) of any of the Company and/or its subsidiaries, to the maximum extent provided under each of the Company's and such subsidiaries' charter, certificate of formation, limited partnership agreement, by-laws and applicable law. During the Employment Term and for a term of six (6) years thereafter, the Company, or any successor to the Company, the Company's subsidiaries (to the extent not covered under the terms of the Company's insurance policy), and each of their respective successors, shall purchase and maintain, at their own expense, directors' and officers' liability insurance providing coverage for Executive in the same amount as, and with terms no less favorable than, for members of their respective boards of directors or managers (as applicable).

(i)Successors; Binding Agreement. This Agreement shall inure to the benefit of and be binding upon personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. In the event of Executive's death before receiving all amounts and benefits due to him hereunder, such amounts shall be payable to Executive's estate or as otherwise provided under applicable benefit plans or arrangements.

(j)Notice. For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by hand or overnight courier or three (3) days after it has been mailed by United States registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below in this Agreement, or to such other address as either Party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon receipt.

If to the Company or TXU Energy:	Energy Future Holdings Corp. 1601 Bryan Street, 41st Floor Dallas, Texas 75201-3411 Attention: General Counsel
If to Executive:	The most recent address on file with the Company

(k)Executive Representation. Executive hereby represents to TXU Energy and the Company that his execution and delivery of this Agreement and performance of his duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement, separation agreement or other agreement or policy to which Executive is a party or otherwise bound.

(l)Captions; Section References. The captions included herein are for convenience of reference only and shall be ignored in the construction or interpretation hereof. All references to sections of statutes, regulations or rules shall be deemed to be references to any successor sections.

(m)Further Assurances. The Parties shall, with reasonable diligence, do all things and provide all reasonable assurances as may be required to complete the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to this Agreement and carry out its provisions.

(n)Cooperation. For a period of six (6) years after his termination, Executive shall provide Executive's reasonable cooperation in connection with any action or proceeding (or any appeal from any

action or proceeding) which relates to events occurring during Executive's employment hereunder, provided that the Company and its Affiliates shall use reasonable efforts to avoid material interference with Executive's business or personal activities. The Company shall pay all of Executive's reasonable expenses incurred in connection with providing such cooperation.

(o)Withholding. TXU Energy may withhold from any amounts payable under this Agreement such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation. In addition, Executive expressly authorizes and agrees that any amounts he owes in relation to any travel or credit cards issued or sponsored by TXU Energy or the Company, the energy conservation program, the appliance purchase program, or salary, bonus, vacation or other benefit overpayments, may be offset and deducted from any payments due to Executive pursuant to this Agreement.

(p)Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(q)Amendments. This Agreement may not be altered, modified, or amended except by written instrument signed by the Parties hereto.

(r)Return of Property. Executive agrees that if Executive's employment with TXU Energy or the Company is terminated (for any reason), Executive shall not take with Executive, but will leave with the Company, all computers, cell phones, access cards, computer or electronic storage devices, any other Company property and all Confidential Information, work product, records, files, electronic mail, memoranda, reports, documents and other information that is the property of the Company, in whatever form (including on computer disk or any electronic storage device), and any copies thereof, or if such items are not on the premises of the Company, Executive agrees to return such items immediately upon Executive's termination (regardless of the reason) or any time at the request of the Company. Executive acknowledges that all such items are and remain the property of the Company.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.

ENERGY FUTURE HOLDINGS CORP.

By:    /s/ JOHN F. YOUNG            

John F. Young

President and Chief Executive Officer

TXU ENERGY RETAIL COMPANY LLC

By:    /s/ CARRIE L. KIRBY        

Carrie L. Kirby

Senior Vice President

EXECUTIVE:

/s/ JAMES A. BURKE            

James A. Burke

Exhibit I

In addition to the benefits, perquisites and compensation set forth in the Agreement, Executive shall be entitled to receive the benefits, perquisites and compensation set forth in this Exhibit I, subject to the terms and conditions set forth herein:

(a)Executive shall have the opportunity to earn the retention awards set forth in this Exhibit I, collectively referred to herein as the “Retention Award”, subject to the terms and conditions set forth herein:

(i)Executive shall earn a long-term cash bonus award equal to 75% of the aggregate Annual Bonus amount actually earned by Executive in respect of fiscal years 2009, 2010, and 2011 (the “First Retention Award”). The First Retention Award earned by Executive shall be paid to Executive in a lump sum on September 30, 2012; provided, that, subject to the provisions of sub-paragraph (a)(v) of this Exhibit I, Executive is employed by TXU Energy, the Company or an Affiliate thereof on September 30, 2012.

(ii)Executive shall earn an additional long-term cash bonus award in an amount between $650,000 and $1,300,000 determined by the Company's performance as indicated by the level of Competitive Management EBITDA actually achieved for the fiscal year ended December 31, 2011 relative to the Competitive Management EBITDA threshold and target amounts set by the Board for such fiscal year (the “Second Retention Award”). For the achievement of the threshold level of Competitive Management EBITDA in respect of such year, Executive shall earn $650,000, for the achievement of at least the target level of Competitive Management EBITDA in respect of such year, Executive shall earn $1,300,000 (the “Second Retention Target Award”), and for the achievement of Competitive Management EBITDA in between the threshold and target levels in respect of such year, Executive shall earn an amount between $650,000 and $1,300,000 as determined by linear interpolation. The Second Retention Award, if earned, shall be paid to Executive in two equal installments on September 30, 2012 and September 30, 2013; provided, that, subject to the provisions of sub-paragraph (a)(v) of this Exhibit I, Executive is employed by TXU Energy, the Company or an Affiliate thereof on the applicable payment date.

(iii)Executive shall earn an additional long-term cash bonus award in an amount between $500,000 and $1,000,000 per fiscal year determined by the Company's performance as indicated by the level of Competitive Management EBITDA actually achieved for the fiscal years ended December 31, 2012, December 31, 2013, and December 31, 2014 relative to the Competitive Management EBITDA threshold and target amounts set by the Board for each respective fiscal year (the “Third Retention Award”). For the achievement of the threshold level of Competitive Management EBITDA in respect of any such year, Executive shall earn $500,000, for the achievement of at least the target level of Competitive Management EBITDA in respect of any such year, Executive shall earn $1,000,000 (the “Third Retention Target Award”), and for the achievement of Competitive Management EBITDA in between the threshold and target levels in respect of any such year, Executive shall earn an amount between $500,000 and $1,000,000 as determined by linear interpolation. The Third Retention Award, if earned, shall be paid to Executive in a lump sum on March 13, 2015; provided, that, subject to the provisions of sub-paragraph (a)(v) of this Exhibit I, Executive is employed by TXU Energy, the Company or an Affiliate thereof on March 13, 2015.

(iv)The process followed by the O&C Committee in establishing the Competitive Management EBITDA threshold and target amounts for purposes of the Second Retention Award and the Third Retention Award shall be consistent with the O&C Committee's prior practice.

(v)In the event Executive's employment is terminated pursuant to Section 7(b), 7(c), 7(d)(ii), or 7(e) hereof, in any case, prior to the payment date of an applicable Retention Award, Executive shall be entitled to receive the Retention Award, or a portion thereof, that Executive would otherwise have been entitled to receive pursuant to sub-paragraphs (a)(i), (a)(ii), and (a)(iii) of this Exhibit I, calculated as set forth below (the sum of such amounts referred to herein as the “Pro-Rata Retention Award”), with such Pro-Rata Retention Award payable to Executive as soon as practical but no later than the earlier of: (a) March 15 following the calendar year in which termination occurs or (b) ninety (90) days following termination; provided, that, in the case of a termination of employment pursuant to Section 7(c), 7(d)(ii), or 7(e), Executive (x) does not violate the restrictions set forth in Section 8 of this Agreement and (y) executes, delivers and does not revoke a general release of claims against TXU Energy, the Company and its Affiliates (excluding claims for indemnification, claims for coverage under officer and director policies, and claims as a stockholder of the Company).

(A)with respect to the First Retention Award, (x) 75% of the aggregate Annual Bonus amount(s) actually earned by Executive in respect of any applicable fiscal year completed prior to the date of Executive's termination, plus (y) if the termination occurs prior to January 1, 2012, 75% of the Pro-Rata Bonus amount calculated pursuant to Section 7(b)(i)(B) above (for avoidance of doubt, the First Retention Award payment shall not be based on any Annual Bonus or Pro-Rata Bonus earned by or paid to Executive with respect to fiscal year 2012); plus

(B)with respect to the Second Retention Award, (x) if the termination occurs prior to January 1, 2012, a portion of the Second Retention Award to be determined by multiplying the Second Retention Target Award by a fraction, the numerator of which is the number of days during which Executive was employed by TXU Energy, the Company or an Affiliate thereof in the fiscal year of Executive's termination, and the denominator of which is 365, or (y) if the termination occurs on or after January 1, 2012, the actual earned amount of the Second Retention Award; plus

(C)with respect to the Third Retention Award, (x) if the termination occurs prior to January 1, 2015, a portion of the Third Retention Award equal to (1) the amount that would have been payable under sub-paragraph (a)(iii) of this Exhibit I for any completed fiscal year, plus (2) a portion of the Third Retention Award to be determined by multiplying the Third Retention Target Award for the year of Executive's termination by a fraction, the numerator of which is the number of days during which Executive was employed by TXU Energy, the Company or an Affiliate thereof in the fiscal year of Executive's termination, and the denominator of which is 365, or (y) if the termination occurs on or after January 1, 2015, the actual earned amount of the Third Retention Award.

(vi)Notwithstanding any provision of this Exhibit I to the contrary, in the event of a Change in Control, Executive's entitlement to the Retention Awards shall be determined without regard to the achievement of Competitive Management EBITDA in respect of the fiscal year in which such Change in Control occurs and any subsequent year, and the amount earned by Executive shall be determined as if target level of Competitive Management EBITDA were achieved for any such year, but to the extent the Retention Award is attributable to any prior fiscal year, actual Competitive Management EBITDA for such prior year shall be used.

(vii)To assure payment of the Company's obligations under sub-paragraphs (a)(ii) and (a)(iii) above, the Company has obtained the issuance of an Irrevocable Standby Letter of Credit (the “LOC”) for the benefit of Executive from a bank (the “Issuer”) on the following terms:

(A)The LOC shall be in the amount of $4,300,000.

(B)The LOC shall expire on .

(C)The LOC shall not be transferable.

(D)Partial and multiple draws shall be permitted under the LOC. Furthermore, draws shall be limited under the LOC as follows:

[Information Omitted.]

(viii)A copy of the LOC so issued is attached hereto as Exhibit I(A).

(ix)Any amount paid under the LOC to the United States Treasury in respect of the Company's tax account shall be credited as withheld income and payroll taxes with respect to Executive, and the Company shall properly report such amount on IRS Form W-2 issued to Executive for the applicable tax year.

(x)For purposes hereof, “Competitive Management EBITDA” shall mean the sum of Energy Future Holdings Corp. consolidated EBITDA less Oncor Electric Delivery Holdings Company LLC EBITDA; where:

(A)“EBITDA” shall mean earnings before interest, taxes, depreciation and amortization plus transaction, management and/or similar fees paid to the Sponsor Group and/or its Affiliates, together with such adjustments as the O&C Committee shall determine appropriate in its discretion after good faith consultation with the Chief Executive Officer and/or Chief Financial Officer. Such adjustments will be consistent with those included in the definition of EBITDA in the Energy Future Holdings Corp. Indenture related to its 10.000% Senior Secured Notes due 2020, as such indenture is in effect on the Effective Date, to the extent considered appropriate for management compensation purposes, which will include but are not limited to, adjustments to reflect unrealized mark-to-market valuations of hedging instruments; fees and expenses relating to the Company's receivables financing facilities; the amortization of nuclear fuel costs; and any effects of adjustments in the financial statements resulting from the application of purchase accounting; but which for clarification will not include, without limitation, adjustments to reflect unrealized cost savings and planned and unplanned outages. In any event and notwithstanding anything herein to the contrary, the O&C Committee shall have the discretion to make any further adjustments to the calculation of EBITDA as it deems fair and appropriate after good faith consultation with the Chief Executive Officer and/or Chief Financial Officer.

(B)The O&C Committee shall, fairly and appropriately, following the O&C Committee's good faith consultation with the Chief Executive Officer and/or Chief Financial Officer, adjust the calculation of EBITDA to reflect the following: acquisitions, divestitures, any change required by GAAP relating to share-based compensation or for other changes in GAAP promulgated by accounting standard setters that, in each case, the O&C Committee in good faith determines require adjustment of EBITDA. The O&C Committee's determination of such adjustment shall be based on the effect of such event on the Company's consolidated financial statements.

(b)As soon as administratively practicable following the February O&C Committee meeting in 2013, provided Executive remains continuously employed by TXU Energy, the Company or an Affiliate thereof through such applicable grant date, Executive shall be entitled to receive on such date, a

grant of 500,000 restricted stock units under the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and its Affiliates and the Restricted Stock Unit Agreement, in such form and substance as attached hereto as Exhibit I(B), to be entered into by and between the Company and Executive with respect to such grant. In the event of a Change in Control prior to such grant date, the restricted stock units that would have been granted under this sub-paragraph (b) of this Exhibit I shall be issued and shall be vested immediately prior to the effective date of the Change in Control. The rights and obligations of Executive and the Company shall be governed by the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and its Affiliates and the Restricted Stock Unit Agreement entered into incident to such grant.

Exhibit I(A)

ISSUANCE DATE: ________________

IRREVOCABLE STANDBY LETTER OF CREDIT NO.:

BENEFICIARY:

JAMES A. BURKE

[ON RECORD WITH THE COMPANY]

APPLICANT:

TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC

ON BEHALF OF TXU ENERGY RETAIL COMPANY LLC

1601 BRYAN STREET, 44^TH FLOOR

DALLAS, TX 75201-3411

AMOUNT: USD 4,300,000.00 (FOUR MILLION THREE HUNDRED THOUSAND AND 00/100 UNITED STATES DOLLARS)

EXPIRY DATE:    

LADIES AND GENTLEMEN:

BY ORDER OF OUR CLIENT, TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY LLC FOR THE ACCOUNT OF TXU ENERGY RETAIL COMPANY LLC(THE “ACCOUNT PARTY”), WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. (THIS “LETTER OF CREDIT”) IN YOUR FAVOR FOR DRAWINGS NOT TO EXCEED THE AGGREGATE SUM OF FOUR MILLION THREE HUNDRED THOUSAND U.S. DOLLARS ($4,300,000.00), EFFECTIVE IMMEDIATELY. THIS LETTER OF CREDIT IS ISSUED, PRESENTABLE AND PAYABLE AT THE OFFICE OF OUR SERVICER, Citicorp North America, Inc., 3800 CitiBANK Center, Building B, 3rd Floor, Tampa, Fl 33610, AND, subject to the further terms hereof, EXPIRES WITH our CLOSE OF BUSINESS ON .

FUNDS UNDER THIS LETTER OF CREDIT ARE AVAILABLE TO YOU AGAINST YOUR SIGHT DRAFT(S), DRAWN ON US, PURPORTEDLY SIGNED BY YOU (OR YOUR SUCCESSOR(S) OR HEIR(S) AT LAW), AND OTHERWISE IN THE FORM ATTACHED HERETO AS EXHIBIT A, APPROPRIATELY COMPLETED.

Funds under this Letter of Credit will be available for drawing in accordance with the following Schedule; however, in no event shall the total amount of all payments made under this Letter of CREDIT EXCEED the amount of $4,300,000.00:

AVAILABILITY PERIODS		AMOUNT AVAILABLE IN U.S. DOLLARS
FROM AND INCLUDING [ ]	THROUGH AND INCLUDING [ ]	[ ]

FOR THE AVOIDANCE OF DOUBT, ANY UNUTILIZED AMOUNT IN ANY GIVEN AVAILABILITY PERIOD WILL BE CUMULATIVELY ADDED TO THE AMOUNT AVAILABLE IN THE IMMEDIATELY SUCCEEDING AVAILABILITY PERIOD.

FURTHERMORE, THE MAXIMUM AGGREGATE AMOUNT THAT MAY BE DRAWN BY YOU DURING THE TERM OF THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY REDUCED BY THE AGGREGATE AMOUNT OF ANY PRIOR PAYMENTS MADE UNDER THIS LETTER OF CREDIT.

PARTIAL AND MULTIPLE DRAWINGS ARE PERMITTED HEREUNDER. THIS LETTER OF CREDIT SHALL AUTOMATICALLY TERMINATE AFTER PAYMENT OF ANY DRAW MADE UNDER STATEMENT (B) IN THE FORM OF SIGHT DRAFT ATTACHED HERETO AS EXHIBIT A.

THIS LETTER OF CREDIT IS NOT TRANSFERABLE.

WE HEREBY ENGAGE WITH YOU THAT ALL DRAFTS DRAWN UNDER AND IN STRICT COMPLIANCE WITH THE TERMS OF THIS LETTER OF CREDIT WILL BE DULY HONORED IF DRAWN AND PRESENTED FOR PAYMENT ON OR BEFORE THE EXPIRY DATE OF THIS LETTER OF CREDIT. WE SHALL EFFECT PAYMENT THREE BUSINESS DAYS AFTER OUR RECEIPT OF DOCUMENTS IN STRICT CONFORMITY WITH THE TERMS OF THIS LETTER OF CREDIT. AS USED HEREIN “BUSINESS DAY” SHALL MEAN ANY DAY OTHER THAN A SATURDAY OR SUNDAY OR A DAY ON WHICH BANKING INSTITUTIONS IN NEW YORK CITY ARE AUTHORIZED OR REQUIRED TO CLOSE BY LAW.

PAYMENT OF DRAWINGS MADE HEREUNDER SHALL BE MADE IN TWO PARTS, BY WIRE TRANSFER, PURSUANT TO THE FOLLOWING WIRE INSTRUCTIONS:

A. SIXTY PERCENT (60%) OF EACH SUCH DRAWING SHALL BE PAYABLE PURSUANT TO BENEFICIARY'S (OR HIS SUCCESSOR(S) OR HEIR(S) AT LAW) WRITTEN WIRE INSTRUCTIONS SET FORTH IN THE APPROPRIATELY COMPLETED AND PRESENTED SIGHT DRAFT(S), AND

B. FORTY PERCENT (40%) OF EACH SUCH DRAWING (FOR PURPOSES OF APPLICABLE PAYROLL AND INCOME TAX WITHHOLDING) SHALL BE PAYABLE TO:

ABA REFERENCE #: [ON RECORD WITH THE COMPANY]

NAME OF BANK DEPOSITORY: US TREAS SINGLE TX

EMPLOYER'S TIN: 26-0494257

NAME CONTROL: TXUE

EMPLOYER'S FULL NAME: TXU Energy Retail Company LLC

TAX TYPE: 94105

TAX YEAR: [INSERT 2 DIGIT TAX YEAR]

TAX MONTH: [INSERT 03, 06, 09, OR 12 FOR CALENDAR QUARTER IN WHICH DRAWING OCCURS]

THIS LETTER OF CREDIT IS SUBJECTED TO AND GOVERNED BY LAWS OF THE STATE OF NEW YORK AND THE 2007 REVISION OF THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS OF THE INTERNATIONAL CHAMBER OF COMMERCE (PUBLICATION NO. 600). IN THE EVENT OF ANY CONFLICT, THE LAWS OF THE STATE OF NEW YORK WILL CONTROL.

SHOULD YOU HAVE OCCASION TO COMMUNICATE WITH US REGARDING THIS LETTER OF CREDIT, KINDLY DIRECT YOUR COMMUNICATIONS TO THE ATTENTION OF OUR LETTER OF CREDIT DEPARTMENT, 3800 CitiBANK Center, Building B, 3rd Floor, Tampa, Fl 33610, MAKING SPECIFIC REFERENCE TO OUR LETTER OF CREDIT NO. ____________.

VERY TRULY YOURS,

CITIBANK, N.A.

BY: JOSEPH CHESAKIS, VICE PRESIDENT

BY:    / s/

AUTHORIZED SIGNATURE

EXHIBIT A TO

LETTER OF CREDIT NO. ____________

FORM OF SIGHT DRAFT

VIA OVERNIGHT MAIL

_______________, 20__

Citibank, N.A.

C/O Citicorp North America, Inc., as Servicer

3800 CitiBANK Center, BUILDING B

3^rd Floor

Tampa, Florida 33610

Attention: Letter of Credit Dept.

Re: Letter of Credit No. ____________

[STATE ONE OF THE FOLLOWING (A) OR (B):]

(A)    I HEREBY CERTIFY THAT (1) I AM ENTITLED TO DRAW ON IRREVOCABLE STANDBY LETTER OF CREDIT NO. ____________ UNDER THE PROVISIONS OF THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT DATED AS OF ____________________________ (THE “EMPLOYMENT AGREEMENT”), BETWEEN TXU ENERGY RETAIL COMPANY LLC (“TXU ENERGY RETAIL”) AND ME, (2) THE FULL AMOUNT EARNED BY AND PAYABLE TO ME UNDER THE RETENTION AWARD AS OF __________________________ IS $_________________________________________, WHICH AMOUNT IS CONSISTENT WITH, AND NOT IN EXCESS OF, THE AMOUNT EARNED BY AND CURRENTLY PAYABLE TO ME UNDER THE RETENTION AWARD, AND (3) I REMAIN EMPLOYED BY TXU ENERGY RETAIL, THE ACCOUNT PARTY (AS DEFINED IN IRREVOCABLE STANDBY LETTER OF CREDIT NO. ______________) OR AN AFFILIATE OF TXU ENERGY RETAIL AND/OR THE ACCOUNT PARTY AS OF THE DATE OF THIS DRAW AND I AM ENTITLED TO THE FULL AMOUNT EARNED AND PAYABLE. I HEREBY ACKNOWLEDGE THAT ANY AMOUNT OF THIS DRAW THAT IS PAID TO ME AND LATER DETERMINED TO BE IN EXCESS OF THE AMOUNT ACTUALLY EARNED BY AND PAYABLE TO ME UNDER THE RETENTION AWARD SHALL CREATE A CAUSE OF ACTION IN FAVOR OF TXU ENERGY RETAIL, THE ACCOUNT PARTY AND/OR AN AFFILIATE OF TXU ENERGY RETAIL OR THE ACCOUNT PARTY TO RECOVER THE EXCESS PAYMENT.

OR

(B)    I HEREBY CERTIFY THAT (1) I AM ENTITLED TO DRAW ON IRREVOCABLE STANDBY LETTER OF CREDIT NO. ____________ UNDER THE PROVISIONS OF THE AMENDED AND RESTATED EMPLOYMENT AGREEMENT DATED AS OF ____________________________ (THE “EMPLOYMENT AGREEMENT”), BETWEEN TXU ENERGY RETAIL COMPANY LLC (“TXU ENERGY RETAIL”) AND ME, (2) THE FULL AMOUNT EARNED BY AND PAYABLE TO ME UNDER THE RETENTION AWARD AS OF __________________________ IS $_________________________________________, WHICH AMOUNT IS CONSISTENT WITH, AND NOT IN EXCESS OF, THE AMOUNT EARNED BY AND CURRENTLY PAYABLE TO ME UNDER THE RETENTION AWARD, AND (3) MY EMPLOYMENT WAS TERMINATED PURSUANT TO SECTION 7(b), 7(c), 7(d)(ii), or 7(e) OF THE EMPLOYMENT AGREEMENT PRIOR TO THE DATE OF THIS DRAW AND I AM ENTITLED TO EITHER THE FULL AMOUNT EARNED OR A PRO-RATED AMOUNT (PURSUANT TO SUB-PARAGRAPH (a)(v) OF EXHIBIT I TO THE EMPLOYMENT AGREEMENT). I HEREBY ACKNOWLEDGE THAT ANY AMOUNT OF THIS DRAW THAT IS PAID TO ME AND LATER DETERMINED TO BE IN EXCESS OF THE AMOUNT ACTUALLY EARNED BY AND PAYABLE TO ME UNDER THE RETENTION AWARD SHALL CREATE A CAUSE OF ACTION IN FAVOR

OF TXU ENERGY RETAIL, THE ACCOUNT PARTY AND/OR AN AFFILIATE OF TXU ENERGY RETAIL OR THE ACCOUNT PARTY TO RECOVER THE EXCESS PAYMENT.

You are HEREBY instructed to remit the payment of $________________ IN TWO PARTS, BY WIRE TRANSFER, PURSUANT TO THE FOLLOWING WIRE INSTRUCTIONS:

· SIXTY PERCENT (60%) OF SUCH AMOUNT, OR $________________, SHALL BE PAYABLE TO

Account Name: [INSERT]

Account #: [INSERT]

ABA REFERENCE #: [INSERT]

Name of Bank Depository: [INSERT]

· FORTY PERCENT (40%) OF EACH SUCH DRAWING (FOR PURPOSES OF APPLICABLE PAYROLL AND INCOME TAX WITHHOLDING) SHALL BE PAYABLE TO:

ABA Reference #: [ON RECORD WITH THE COMPANY]

Name of Bank Depository: US TREAS SINGLE TX

Employer's TIN: 26-0494257

Name Control: TXUE

Employer's Full Name: TXU Energy Retail Company LLC

Tax Type: 94105

Tax Year: [insert 2 digit tax year]

Tax Month: [insert 03, 06, 09, or 12 for calendar quarter in which Drawing occurs]

[IF STATEMENT B ABOVE IS UTILIZED INCLUDE THE FOLLOWING STATEMENT] [THE UNDERSIGNED HEREBY ACKNOWLEDGES THAT IRREVOCABLE STANDBY LETTER OF CREDIT NO. ____________ SHALL AUTOMATICALLY TERMINATE AFTER SUCH PAYMENT IS DULY MADE].

By: _______________________________

[BENEFICIARY] OR

[BENEFICIARY'S SUCCESSOR(S) OR HEIR(S) AT LAW]

Exhibit I(B)

2007 STOCK INCENTIVE PLAN FOR KEY EMPLOYEES OF

ENERGY FUTURE HOLDINGS CORP. AND ITS AFFILIATES

RESTRICTED STOCK UNIT AGREEMENT

To: [Name]            Date of Grant: [Date]            Number of Shares: [#]

This Agreement is made and entered into as of the Date of Grant set forth above by and between Energy Future Holdings Corp., a Texas corporation (the “Company”), and you;

WHEREAS, the Company adopted the 2007 Stock Incentive Plan for Key Employees of Energy Future Holdings Corp. and its Affiliates, as it may be amended from time to time (the “Plan”) under which the Company is authorized to grant restricted stock units to certain employees, directors and other service providers of the Company or a Subsidiary;

WHEREAS, a “Restricted Stock Unit” shall represent your right to receive one share of common stock of the Company (the “Stock”) upon the lapse of the restrictions on your award, plus the additional rights to receive dividend equivalents (“Dividend Equivalent Right,” or “DER”), in accordance with the terms and conditions set forth herein and in the Plan (the “Award”);

WHEREAS, a copy of the Plan has been made available to you and shall be deemed a part of this Restricted Stock Unit Agreement (“Agreement”) as if fully set forth herein; and

WHEREAS, you desire to accept the Award made pursuant to this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and for other valuable consideration hereinafter set forth, you and the Company agree as follows:

1.The Grant. Subject to the conditions set forth below, the Company hereby grants you, effective as of the Date of Grant set forth above, an award consisting of [#] Restricted Stock Units (subject to any adjustment made to this Award pursuant to Section 8 of the Plan in connection with a stock split, spin-off, recapitalization or other transaction that affects the Company's equity securities). To the extent that any provision of this Agreement conflicts with the expressly applicable terms of the Plan, you acknowledge and agree that those terms of the Plan shall control and, if necessary, the applicable terms of this Agreement shall be deemed amended so as to carry out the purpose and intent of the Plan. Terms that have their initial letter capitalized, but that are not otherwise defined in this Agreement shall have the meanings given to them in the Plan.

2.No Shareholder Rights. The Restricted Stock Units granted pursuant to this Agreement do not and shall not entitle you to any rights of a holder of Stock prior to the date shares of Stock are issued to you in settlement of the Award. Your rights with respect to the Restricted Stock Units shall remain forfeitable at all times prior to the date on which rights become vested and the restrictions with respect to the Restricted Stock Units lapse in accordance with Section 6 or 7, as the case may be.

3.Dividend Equivalent Rights. In the event that the Company declares and pays a dividend in respect of its outstanding shares of Stock and, on the record date for such dividend, you hold Restricted Stock Units granted pursuant to this Agreement that have not been settled, the Company shall create a bookkeeping account that will track, (a) to the extent the dividend paid to stockholders generally was a cash dividend, the

cash value you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date, or (b) to the extent the dividend paid to stockholders generally was paid in the form of property, the property you would have been entitled to receive as if you had been the holder of record of the number of shares of Stock related to the Restricted Stock Units that have not been settled as of the record date. All DER amounts credited to your bookkeeping account pursuant to this Section 3, if any, shall be deemed converted into shares of Stock on the date that the Restricted Stock Units vest (based on the Fair Market Value (as such term is defined in the Management Stockholder's Agreement) of Stock on such date and rounded down to the nearest whole share of Stock) and paid to you in the form of additional shares of Stock on the date that the underlying Restricted Stock Units associated with such DER amounts are settled pursuant to Section 5 below. In the event that the Restricted Stock Units are forfeited to the Company without settlement to you, you will also forfeit any associated DER amounts. No interest will be payable with respect to DER amounts credited to your bookkeeping account, if any, that represent cash dividends. Property, if any, deemed credited to DER bookkeeping accounts representing dividends paid in property will be deemed invested in such property until the DER amounts are deemed converted to shares of Stock pursuant to this Section 3. The bookkeeping accounts, if any, created to track DER amounts are phantom accounts and the Company is under no obligation to set aside cash or property with respect to any DER amounts. Valuations made pursuant to this Section 3 (including any valuation of property deemed credited to a bookkeeping account) will be made by the Committee, or its designee, in its sole discretion and such valuation will be final and binding.

4.Restrictions; Forfeiture. The Restricted Stock Units are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Section 6 or 7 of this Agreement and Stock is issued to you as described in Section 5 of this Agreement. The Restricted Stock Units are also subject to forfeiture to the Company (the “Forfeiture Restrictions”) pursuant to Section 7 of this Agreement.

5.Issuance of Stock.

(a)No shares of Stock shall be issued to you prior to the date on which the Restricted Stock Units vest and the restrictions, including the Forfeiture Restrictions, with respect to the Restricted Stock Units lapse, in accordance with Section 6 or 7. After the Restricted Stock Units vest pursuant to Section 6 or 7, as applicable, the Company shall, subject to any conditions described in subsection (b) below, promptly and within 30 days of such vesting date, cause to be issued Stock registered in your name in payment of such vested Restricted Stock Units upon receipt by the Company of any required tax withholding. Such issuance shall be made as soon as administratively practicable, but may be delayed, in the sole discretion of the Committee, if required by applicable securities law; provided, that, in no event shall the issuance of Stock be made later than March 15th of the year following the year of vesting, or as otherwise may be permitted under Treasury Regulation § 1.409A-1(b)(4)(ii). The Company shall evidence the Stock to be issued in payment of such vested Restricted Stock Units in the manner it deems appropriate. The value of any fractional Restricted Stock Units shall be rounded down at the time Stock is issued to you in connection with the Restricted Stock Units. No fractional shares of Stock, nor the cash value of any fractional shares of Stock, will be issuable or payable to you pursuant to this Agreement. The value of such shares of Stock shall not bear any interest owing to the passage of time. Neither this Section 5 nor any action taken pursuant to or in accordance with this Section 5 shall be construed to create a trust or a funded or secured obligation of any kind.

(b)You hereby acknowledge that by accepting this Award, the issuance of Stock pursuant to the settlement of your Restricted Stock Units pursuant to this Agreement shall be subject to all the terms and conditions of any Management Stockholder's Agreement and Sale Participation Agreement previously

executed by you, as such forms may be modified under the terms of such agreements; provided, however, that if you have not previously executed a Management Stockholder's Agreement and/or a Sale Participation Agreement with the Company, you agree that, prior to the Company's issuance of Stock to you pursuant to this Agreement, you will execute such documents in the form required by the Company. All Stock issued to you pursuant to this Agreement will (a) constitute “Stock” (as such term is defined in the Management Stockholder's Agreement) for all purposes under the Management Stockholder's Agreement, and (b) be treated as “Common Stock” underlying “Options” (as such terms are defined in the Sale Participation Agreement) for all purposes under the Sale Participation Agreement.

(c)The shares of Stock deliverable upon vesting of the Restricted Stock Units, may be either previously authorized but unissued shares or issued shares, which have then been reacquired by the Company. Such shares shall be fully paid and nonassessable.

6.Expiration of Restrictions and Risk of Forfeiture. Unless otherwise provided in Section 7 below, the restrictions on the Restricted Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will expire on September 30, 2014, and shares of Stock that are nonforfeitable and transferable will be issued to you in payment of your vested Restricted Stock Units as set forth in Section 5, provided that you remain in the continuous employ of, or a service provider to, the Company or its Subsidiaries until September 30, 2014.

7.Termination of Services or Change in Control Events.

(a)Termination of Employment Other Than without Cause, for Good Reason, or Due to Death or Disability. In the event your service relationship with the Company or any of its Subsidiaries is terminated for any reason other than by the Company or any of its Subsidiaries without Cause, by your voluntary resignation for Good Reason, or due to your death or Disability (“Cause”, “Good Reason”, and “Disability” as defined in your employment agreement with the Company or any of its Subsidiaries then in effect at the time of your termination of employment) prior to September 30, 2014, then those Restricted Stock Units for which the restrictions have not lapsed as of the date of your termination shall become null and void and those Restricted Stock Units shall be forfeited to the Company.

(b)Termination of Employment without Cause, for Good Reason, or Due to Death or Disability. In the event your service relationship with the Company or any of its Subsidiaries is terminated by the Company or any of its Subsidiaries without Cause, by your voluntary resignation for Good Reason, or due to your death or Disability prior to September 30, 2014, a portion of the Restricted Stock Units shall vest and all Forfeiture Restrictions shall lapse with respect to such Restricted Stock Units on the effective date of your termination of employment. The portion of the Restricted Stock Units that shall become vested upon your termination of employment shall be determined by multiplying the number of Restricted Stock Units set forth in Section 1 by a fraction, the numerator of which is the number of days you were employed by the Company or any of its Subsidiaries from [February __, 20__] through the effective date of your termination of employment, and the denominator of which is the number of days between [February __, 20__] and September 30, 2014; all remaining Restricted Stock Units shall become null and void and shall be forfeited to the Company upon your termination of employment. The Restricted Stock Units that become vested pursuant to this Section 7(b) will be settled in accordance with Section 5 above.

(c)Change in Control. In the event that the Company undergoes a Change in Control (as defined in the Plan) prior to September 30, 2014, the Restricted Stock Units shall vest and all Forfeiture Restrictions shall lapse on the effective date of such a Change in Control, provided that you have remained in the continuous employ of, or a service provider to, the Company or its Subsidiaries from the Date of Grant

until the effective date of the Change in Control. Upon a Change in Control, your Restricted Stock Units will be settled in accordance with Section 5 above.

8.Leave of Absence. With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will not be considered as having terminated employment with the Company; however, your rights to the Restricted Stock Units during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.

9.Payment of Taxes. It shall be a condition of the obligations of the Company upon delivery of the Stock pursuant to Section 5 above that you pay to the Company such amount as may be requested by the Company for the purpose of satisfying any liability for any federal, state or local income or other taxes required by law to be withheld with respect to such Stock. The Company may, in its sole discretion, and you hereby authorize the Company to take such actions as may be necessary, in the opinion of the Company's counsel (including, without limitation, withholding Stock otherwise deliverable to you hereunder through a net settlement and/or withholding amounts from any compensation or other amount owing to you from the Company), to satisfy the obligations for payment of the minimum amount of any such taxes. Notwithstanding the foregoing provisions of this Section 9, you may, at your election, be permitted to elect to use Stock otherwise deliverable to you hereunder, having an equivalent Fair Market Value (as such term is defined in the Management Stockholder's Agreement) to the payment that would otherwise be made by you to the Company pursuant to the foregoing provisions of this Section 9, to satisfy such obligations. You are hereby advised to seek your own tax counsel regarding the taxation of the Restricted Stock Units made hereunder.

10.Compliance with Securities Law. Notwithstanding any provision of this Agreement to the contrary, the issuance of Stock will be subject to compliance with all applicable requirements of federal, state, or foreign law with respect to such securities and with the requirements of any stock exchange or market system upon which the Stock may then be listed. No Stock will be issued hereunder if such issuance would constitute a violation of any applicable federal, state, or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. In addition, Stock will not be issued hereunder unless (a) a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), is, at the time of issuance, in effect with respect to such shares or (a) in the opinion of legal counsel to the Company, such shares may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act. YOU ARE CAUTIONED THAT ISSUANCE OF STOCK UPON THE VESTING OF RESTRICTED STOCK UNITS GRANTED PURSUANT TO THIS AGREEMENT MAY NOT OCCUR UNLESS THE FOREGOING CONDITIONS ARE SATISFIED. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company's legal counsel to be necessary to the lawful issuance and sale of any shares subject to the Award will relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority has not been obtained. As a condition to any issuance hereunder, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect to such compliance as may be requested by the Company. From time to time, the Board and appropriate officers of the Company are authorized to take the actions necessary and appropriate to file required documents with governmental authorities, stock exchanges, and other appropriate Persons to make shares of Stock available for issuance.

11.Lock-Up Period. You hereby agree that, if so requested by the Company or any representative of the underwriters (the “Managing Underwriter”) in connection with any registration of the offering of any securities of the Company under the Securities Act, you will not sell or otherwise transfer any Stock acquired hereunder or other securities of the Company during the 180 day period (or such other period as may be

requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the “Market Standoff Period”) following the effective date of a registration statement of the Company filed under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such Market Standoff Period.

12.Legends. The Company may at any time place legends referencing any restrictions imposed on the shares pursuant to Sections 5(b), 10 and 11 of this Agreement on all certificates representing shares issued with respect to this Award.

13.Right of the Company and Subsidiaries to Terminate Services. Nothing in this Agreement confers upon you the right to continue in the employ of or to perform services for the Company or any Subsidiary, or interfere in any way with the rights of the Company or any Subsidiary to terminate your employment or service relationship at any time.

14.Furnish Information. You agree to furnish to the Company all information reasonably requested by the Company to enable it to comply with any reporting or other requirements imposed upon the Company by or under any applicable statute or regulation with respect to the transactions contemplated by this Agreement.

15.No Liability for Good Faith Determinations. The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

16.Execution of Receipts and Releases. Any payment of cash or any issuance or transfer of shares of Stock or other property to you, or to your legal representative, heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent thereof, be in full satisfaction of all claims of such Persons hereunder. The Company may require you or your legal representative, heir, legatee or distributee, as a condition precedent to such payment or issuance, to execute a release and receipt therefor in such form as it shall determine.

17.No Guarantee of Interests. The Board and the Company do not guarantee the Stock of the Company from loss or depreciation.

18.Company Records. Records of the Company or its Subsidiaries regarding your period of service, termination of service and the reason(s) therefor, and other matters shall be conclusive for all purposes hereunder, unless determined by the Company to be incorrect.

19.Notice. All notices required or permitted under this Agreement must be in writing and personally delivered or sent by mail and shall be deemed to be delivered on the date on which it is actually received by the person to whom it is properly addressed or if earlier the date it is sent via certified United States mail.

20.Waiver of Notice. Any person entitled to notice hereunder may waive such notice in writing.

21.Information Confidential. As partial consideration for the granting of the Award hereunder, you hereby agree to keep confidential all information and knowledge, except that which has been disclosed in any public filings required by law, that you have relating to the terms and conditions of this Agreement; provided, however, that such information may be disclosed as required by law and may be given in confidence to your spouse and tax, legal and financial advisors. In the event any breach of this promise comes to the

attention of the Company, it shall take into consideration that breach in determining whether to recommend the grant of any future similar award to you and as a factor weighing against the advisability of granting any such future award to you.

22.Successors. This Agreement shall be binding upon you, your legal representatives, heirs, legatees and distributees, and upon the Company, its successors and assigns.

23.Severability. If any provision of this Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and this Agreement shall be construed and enforced as if the illegal or invalid provision had never been included herein.

24.Company Action. Any action required of the Company under this Agreement shall be by resolution of the Board or the Committee or by a person or entity authorized to act by resolution of the Board.

25.Headings. The titles and headings of Sections are included for convenience of reference only and are not to be considered in construction of the provisions hereof.

26.Governing Law. All questions arising with respect to the provisions of this Agreement shall be determined by application of the laws of Texas, without giving any effect to any conflict of law provisions thereof, except to the extent Texas state law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

27.Consent to Texas Jurisdiction and Venue. You hereby consent and agree that state courts located in Dallas County, Texas and the United States District Court for the Northern District of Texas (Dallas Division) each shall have personal jurisdiction and proper venue with respect to any dispute between you and the Company arising in connection with the Restricted Stock Units, the Plan, or this Agreement. In any such dispute, each of you and the Company agree not to raise, and do hereby expressly waive, any objection or defense to such jurisdiction as an inconvenient forum.

28.Amendment. This Agreement may be amended in accordance with the terms of the Plan.

29.The Plan. This Agreement is subject to all the terms, conditions, limitations and restrictions contained in the Plan.

[Remainder of page intentionally left blank]

In Witness Whereof, this Agreement has been executed and delivered by the parties hereto.

ENERGY FUTURE HOLDINGS CORP.

By: ________________________________

Its: ________________________________

GRANTEE

________________________________________

Name: __________________________________

Address: ________________________________

_______________________________________

Exhibit II

In addition to the benefits and compensation set forth in the Agreement, Executive shall be entitled to receive the benefits and compensation set forth in this Exhibit II, subject to the terms and conditions set forth herein:

Notwithstanding Section 9(b), this Agreement shall not supersede: (i) Section 4.6 of the Employment Agreement between Executive and the Company dated as of October 11, 2004, as amended on September 28, 2007, with respect to the imposition of any excise tax imposed by Section 4999 of the Code arising by reason of or in connection with the closing of the transactions contemplated in the Agreement and Plan of Merger among the Company (formerly, TXU Corp.), Texas Energy Future Holdings Limited Partnership and Texas Energy Future Merger Sub Corp. (the “Merger Agreement”), whether before or after termination of Executive's employment, (ii) Section 6.11 of the Merger Agreement, to the extent it provides greater rights than Section 9(h) hereof, and, in no event shall Executive be required to sign a release pursuant to Section 7 hereof of any claims under Section 6.11 of the Merger Agreement, (iii) the Deferred Share Agreement, dated as of October 9, 2007, by and among Texas Energy Future Holdings Limited Partnership and Executive, and (iv) the Additional Payment Agreement, dated as of October 10, 2007, by and between the Company (formerly TXU Corp.), Texas Energy Future Holdings Limited Partnership, Texas Competitive Electric Holdings Company LLC and Executive (except with respect to the cash award payable to Executive for the 2007 calendar year, which Executive agrees was paid in full to him prior to the Effective Date hereof).

EX-31.(A)

Exhibit 31(a)

ENERGY FUTURE HOLDINGS CORP.

Certificate Pursuant to Section 302

of Sarbanes - Oxley Act of 2002

I, John F. Young, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energy Future Holdings 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))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. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. 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

d. 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 1, 2013		/s/ JOHN F. YOUNG
		Name:	John F. Young
		Title:	President and Chief Executive Officer

EX-31.(B)

Exhibit 31(b)

ENERGY FUTURE HOLDINGS CORP.

Certificate Pursuant to Section 302

of Sarbanes - Oxley Act of 2002

I, Paul M. Keglevic, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Energy Future Holdings 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))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. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. 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

d. 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 1, 2013		/s/ PAUL M. KEGLEVIC
		Name:	Paul M. Keglevic
		Title:	Executive Vice President and Chief Financial Officer

EX-32.(A)

Exhibit 32(a)

ENERGY FUTURE HOLDINGS CORP.

Certificate Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

CERTIFICATION OF CEO

The undersigned, John F. Young, President and Chief Executive Officer of Energy Future Holdings Corp. (the "Company"), DOES HEREBY CERTIFY that, to his knowledge:

1. The Company's Quarterly Report on Form 10-Q for the period ended March 31, 2013 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed this 1st day of May, 2013.

	/s/ JOHN F. YOUNG
Name:	John F. Young
Title:	President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Energy Future Holdings Corp. and will be retained by Energy Future Holdings Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.(B)

Exhibit 32(b)

ENERGY FUTURE HOLDINGS CORP.

Certificate Pursuant to Section 906

of Sarbanes - Oxley Act of 2002

CERTIFICATION OF CFO

The undersigned, Paul M. Keglevic, Executive Vice President and Chief Financial Officer of Energy Future Holdings Corp. (the "Company"), DOES HEREBY CERTIFY that, to his knowledge:

1. The Company's Quarterly Report on Form 10-Q for the period ended March 31, 2013 (the "Report") fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed this 1st day of May, 2013.

	/s/ PAUL M. KEGLEVIC
Name:	Paul M. Keglevic
Title:	Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to Energy Future Holdings Corp. and will be retained by Energy Future Holdings Corp. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-95.(A)

Exhibit 95(a)

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.

We currently own and operate 12 surface lignite coal mines in Texas to provide fuel for our electricity generation facilities. These mining operations are regulated by the US 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 RRC. The MSHA inspects US mines, including ours, 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 4, 2013 in the MSHA Data Retrieval System for the three months ended March 31, 2013 (except pending legal actions, which are at March 31, 2013), 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
Beckville	3	—	—	—	—	7	—	—	—	5	—	1
Big Brown	—	—	—	—	—	—	—	—	—	2	—	1
Kosse	5	—	—	—	—	—	—	—	—	5	—	—
Oak Hill	3	—	—	—	—	—	—	—	—	—	—	2
Sulphur Springs	—	—	—	—	—	—	—	—	—	1	—	—
Tatum	—	—	—	—	—	—	—	—	—	1	—	—
Three Oaks	1	—	—	—	—	—	—	—	—	3	1	2
Turlington	—	—	—	—	—	—	—	—	—	2	1	—
Winfield South	—	—	—	—	—	—	—	—	—	1	—	—

____________

(a) Excludes mines for which there were no applicable events.

(b) Includes MSHA citations for 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, 2013, 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 20 are contests of proposed penalties.

EX-99.(A)

Exhibit 99(a)

ENERGY FUTURE HOLDINGS CORP. AND SUBSIDIARIES

CONDENSED STATEMENT OF CONSOLIDATED INCOME (LOSS)

(Unaudited)

	Twelve Months Ended March 31, 2013
	(millions of dollars)
Operating revenues	$	5,674
Fuel, purchased power costs and delivery fees	(2,824		)
Net loss from commodity hedging and trading activities	(176		)
Operating costs	(910		)
Depreciation and amortization	(1,387		)
Selling, general and administrative expenses	(678		)
Franchise and revenue-based taxes	(79		)
Impairment of goodwill	(1,200		)
Other income	31
Other deductions	(378		)
Interest income	1
Interest expense and related charges	(3,505		)
Loss before income taxes and equity in earnings of unconsolidated subsidiaries	(5,431		)
Income tax benefit	1,526
Equity in earnings of unconsolidated subsidiaries (net of tax)	280
Net loss	$	(3,625	)

EX-99.(B)

Exhibit 99(b) Energy Future Holdings Corp. Consolidated Adjusted EBITDA Reconciliation (millions of dollars)
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012			Twelve Months Ended March 31, 2013			Twelve Months Ended March 31, 2012
Net loss	$	(569	)	$	(304	)	$	(3,625	)	$	(1,855	)
Income tax benefit	(475		)	(180		)	(1,526		)	(1,099		)
Interest expense and related charges	784			785			3,505			4,436
Depreciation and amortization	351			337			1,387			1,467
EBITDA	$	91		$	638		$	(259	)	$	2,949
Oncor Holdings distributions of earnings	31			36			142			136
Interest income	—			(2		)	(1		)	(2		)
Amortization of nuclear fuel	39			42			153			147
Purchase accounting adjustments (a)	5			21			58			175
Impairment of goodwill	—			—			1,200			—
Impairment and write-down of other assets (b)	—			1			47			434
Debt extinguishment gains	—			—			—			(51		)
Equity in earnings of unconsolidated subsidiary (net of tax)	(67		)	(57		)	(280		)	(293		)
Unrealized net (gain) loss resulting from commodity hedging and trading transactions	487			152			1,861			(222		)
EBITDA amount attributable to consolidated unrestricted subsidiaries	—			—			4			—
Noncash compensation expense (c)	3			4			10			17
Transition and business optimization costs (d)	6			9			32			43
Transaction and merger expenses (e)	10			10			39			38
Restructuring and other (f)	16			—			33			102
Charges related to pension plan actions (g)	—			—			285			—
Expenses incurred to upgrade or expand a generation station (h)	46			26			100			100
Subtotal	$	667		$	880		$	3,424		$	3,573
Add Oncor Adjusted EBITDA (reduced by Oncor Holdings distributions)	384			350			1,634			1,537
Adjusted EBITDA per Restricted Payments Covenant	$	1,051		$	1,230		$	5,058		$	5,110

___________

(a) Purchase accounting adjustments include amortization of the intangible net asset value of retail and wholesale power sales agreements, environmental credits, coal purchase contracts, nuclear fuel contracts and power purchase agreements and the stepped up value of nuclear fuel. Also include certain credits and gains on asset sales not recognized in net income due to purchase accounting. Twelve months ended 2012 includes $46 million related to an asset sale.

(b) Impairment of assets in the twelve months ended 2012 includes impairment of emission allowances and certain mining assets due to EPA rule issued in July 2011.

(c) Noncash compensation expenses represent amounts recorded under stock-based compensation accounting standards and exclude capitalized amounts.

(d) Transition and business optimization costs include certain incentive compensation expenses, as well as professional fees and other costs related to generation plant reliability and supply chain efficiency initiatives.

(e) Transaction and merger expenses primarily represent Sponsor Group management fees.

(f) Restructuring and other in the three and twelve months ended 2013 includes costs associated with EFH Corp.'s liability management program. Restructuring and other in the twelve months ended 2012 includes fees related to the amendment and extension of the TCEH Senior Secured Facilities.

(g) Charges related to pension plan actions resulted from the termination and payout of pension obligations for active nonunion employees of EFH Corp.'s competitive businesses and the assumption by Oncor under a new Oncor pension plan of all of EFH Corp.'s pension obligations to retirees and terminated vested participants. The charges represent actuarial losses previously recorded as other comprehensive income.

(h) Expenses incurred to upgrade or expand a generation station represent noncapital outage costs.

EX-99.(C)

Exhibit 99(c) Texas Competitive Electric Holdings Company LLC Consolidated Adjusted EBITDA Reconciliation (millions of dollars)
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012			Twelve Months Ended March 31, 2013			Twelve Months Ended March 31, 2012
Net loss	$	(524	)	$	(238	)	$	(3,234	)	$	(1,677	)
Income tax benefit	(378		)	(115		)	(1,157		)	(877		)
Interest expense and related charges	586			622			2,716			3,823
Depreciation and amortization	344			330			1,357			1,438
EBITDA	$	28		$	599		$	(318	)	$	2,707
Interest income	(4		)	(17		)	(33		)	(77		)
Amortization of nuclear fuel	39			42			153			147
Purchase accounting adjustments (a)	5			9			51			128
Impairment of goodwill	—			—			1,200			—
Impairment and write-down of other assets (b)	—			—			6			430
Unrealized net (gain) loss resulting from commodity hedging and trading transactions	487			152			1,861			(222		)
EBITDA amount attributable to consolidated unrestricted subsidiaries	—			(2		)	(2		)	(7		)
Corporate depreciation, interest and income tax expenses included in SG&A expense	4			4			17			17
Noncash compensation expense (c)	2			3			6			15
Transition and business optimization costs (d)	5			9			29			45
Transaction and merger expenses (e)	10			10			38			36
Restructuring and other (f)	16			(1		)	31			88
Charges related to pension plan actions (g)	—			—			141			—
Expenses incurred to upgrade or expand a generation station (h)	46			26			100			100
Adjusted EBITDA per Incurrence Covenant	$	638		$	834		$	3,280		$	3,407
Expenses related to unplanned generation station outages	10			26			66			149
Adjusted EBITDA per Maintenance Covenant	$	648		$	860		$	3,346		$	3,556

___________

(a) Purchase accounting adjustments include amortization of the intangible net asset value of retail and wholesale power sales agreements, environmental credits, coal purchase contracts, nuclear fuel contracts and power purchase agreements and the stepped up value of nuclear fuel. Also include certain credits and gains on asset sales not recognized in net income due to purchase accounting. Twelve months ended 2012 includes $46 million related to an asset sale.

(b) Impairment of assets in the twelve months ended 2012 includes impairment of emission allowances and certain mining assets due to EPA rule issued in July 2011.

(c) Noncash compensation expenses represent amounts recorded under stock-based compensation accounting standards and exclude capitalized amounts.

(d) Transition and business optimization costs include certain incentive compensation expenses, as well as professional fees and other costs related to generation plant reliability and supply chain efficiency initiatives.

(e) Transaction and merger expenses primarily represent Sponsor Group management fees.

(f) Restructuring and other in the three and twelve months ended 2013 includes costs associated with the liability management program. Restructuring and other in the twelve months ended 2012 includes fees related to the amendment and extension of the TCEH Senior Secured Facilities.

(g) Charges related to pension plan actions resulted from the termination and payout of pension obligations for active nonunion employees of EFH Corp.'s competitive businesses and the assumption by Oncor under a new Oncor pension plan of all of EFH Corp.'s pension obligations to retirees and terminated vested participants. The charges represent actuarial losses previously recorded as other comprehensive income.

(h) Expenses incurred to upgrade or expand a generation station represent noncapital outage costs.

EX-99.(D)

Exhibit 99(d) Energy Future Intermediate Holding Company LLC Consolidated Adjusted EBITDA Reconciliation (millions of dollars)
	Three Months Ended March 31, 2013			Three Months Ended March 31, 2012			Twelve Months Ended March 31, 2013			Twelve Months Ended March 31, 2012
Net income	$	131		$	86		$	360		$	413
Income tax expense	36			17			47			67
Interest expense and related charges	184			107			602			373
EBITDA	$	351		$	210		$	1,009		$	853
Oncor Holdings distributions of earnings	31			36			142			136
Interest income	(284		)	(153		)	(729		)	(560		)
Equity in earnings of unconsolidated subsidiary (net of tax)	(67		)	(57		)	(280		)	(293		)
Other	—			—			—			1
Adjusted EBITDA per Incurrence Covenant	$	31		$	36		$	142		$	137
Add Oncor Adjusted EBITDA (reduced by Oncor Holdings distributions)	384			350			1,634			1,537
Adjusted EBITDA per Restricted Payments Covenant	$	415		$	386		$	1,776		$	1,674

XML

Goodwill And Identifiable Intangible Assets (Amortization Expense Related to Intangible Assets (including income statement line item)) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 33	$ 36
Retail customer relationship [Member] | Depreciation and amortization [Member] | Competitive Electric [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	6	9
Favorable purchase and sales contracts [Member] | Operating revenues/ Fuel, purchased power costs and delivery fees [Member] | Competitive Electric [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	6	8
Capitalized in-service software [Member] | Depreciation and amortization [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	10	8
Environmental allowances and credits [Member] | Fuel, purchased power costs and delivery fees [Member] | Competitive Electric [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	3	5
Mining development costs [Member] | Depreciation and amortization [Member] | Competitive Electric [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 8	$ 6

XML

Fair Value Measurements (Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Assets:
Nuclear decommissioning trust	$ 701		$ 654
Equity securities [Member]
Assets:
Nuclear decommissioning trust	435	[1]	393	[1]
Debt securities [Member]
Assets:
Nuclear decommissioning trust	266	[2]	261	[2]
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Assets:
Total assets	468		429
Liabilities:
Total liabilities	278		208
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Equity securities [Member]
Assets:
Nuclear decommissioning trust	276	[3]	249	[3]
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Debt securities [Member]
Assets:
Nuclear decommissioning trust	0	[3]		[3]
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Commodity contracts [Member]
Assets:
Derivative Assets	192		180
Liabilities:
Derivative Liabilities	278		208
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | Interest rate swaps [Member]
Assets:
Derivative Assets	0
Liabilities:
Derivative Liabilities	0
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Assets:
Total assets	1,879		2,323
Liabilities:
Total liabilities	2,189		2,338
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Equity securities [Member]
Assets:
Nuclear decommissioning trust	159	[3]	144	[3]
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Debt securities [Member]
Assets:
Nuclear decommissioning trust	266	[3]	261	[3]
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Commodity contracts [Member]
Assets:
Derivative Assets	1,333		1,784
Liabilities:
Derivative Liabilities	135		121
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | Interest rate swaps [Member]
Assets:
Derivative Assets	121		134
Liabilities:
Derivative Liabilities	2,054		2,217
Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
Assets:
Total assets	106	[4]	83	[4]
Liabilities:
Total liabilities	47	[4]	54	[4]
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Equity securities [Member]
Assets:
Nuclear decommissioning trust	0	[3],[4]		[3],[4]
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Debt securities [Member]
Assets:
Nuclear decommissioning trust	0	[3],[4]		[3],[4]
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Commodity contracts [Member]
Assets:
Derivative Assets	106	[4]	83	[4]
Liabilities:
Derivative Liabilities	47	[4]	54	[4]
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | Interest rate swaps [Member]
Assets:
Derivative Assets	0	[4]		[4]
Liabilities:
Derivative Liabilities	0	[4]		[4]
Fair Value, Measurements, Recurring [Member] | Total [Member]
Assets:
Total assets	2,453		2,835
Liabilities:
Total liabilities	2,514		2,600
Fair Value, Measurements, Recurring [Member] | Total [Member] | Equity securities [Member]
Assets:
Nuclear decommissioning trust	435	[3]	393	[3]
Fair Value, Measurements, Recurring [Member] | Total [Member] | Debt securities [Member]
Assets:
Nuclear decommissioning trust	266	[3]	261	[3]
Fair Value, Measurements, Recurring [Member] | Total [Member] | Commodity contracts [Member]
Assets:
Derivative Assets	1,631		2,047
Liabilities:
Derivative Liabilities	460		383
Fair Value, Measurements, Recurring [Member] | Total [Member] | Interest rate swaps [Member]
Assets:
Derivative Assets	121		134
Liabilities:
Derivative Liabilities	$ 2,054		$ 2,217

[1] The investment objective for equity securities is to invest tax efficiently and to match the performance of the S&P 500 Index.

[2] The investment objective for debt securities is to invest in a diversified tax efficient portfolio with an overall portfolio rating of AA or above as graded by S&P or Aa2 by Moody's. The debt securities are heavily weighted with municipal bonds. The debt securities had an average coupon rate of 4.29% and 4.38% at March 31, 2013 and December 31, 2012, respectively, and an average maturity of 10 and 6 years at March 31, 2013 and December 31, 2012, respectively.

[3] The nuclear decommissioning trust investment is included in the other investments line in the balance sheet. See Note 13.

[4] See table below for description of Level 3 assets and liabilities.

XML

Short-Term Borrowings And Long-Term Debt (Fair Value of Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term borrowings (includes $89 and $82 related to a VIE (Notes 2 and 5))	$ 2,143	$ 2,136
Carrying Amount [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt (including current maturities)	38,034	37,854
Level 2 [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt (including current maturities)	26,043	25,890
Texas Competitive Electric Holdings Company LLC [Member] | Level 2 [Member] | Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Lines of Credit, Fair Value Disclosure	1,412	1,500
Revolving Credit Facility [Member] | Texas Competitive Electric Holdings Company LLC [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Short-term borrowings (includes $89 and $82 related to a VIE (Notes 2 and 5))	$ 2,054	$ 2,054

XML

Supplementary Financial Information (Inventories by Major Category and Other Investments) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Inventories by Major Category
Materials and supplies	$ 206	$ 201
Fuel stock	176	168
Natural gas in storage	26	24
Total inventories	408	393
Other Investments
Nuclear plant decommissioning trust	701	654
Assets related to employee benefit plans, including employee savings programs, net of distributions	70	70
Land	40	41
Miscellaneous other	3	2
Total other investments	$ 814	$ 767

XML

Fair Value Measurements (Schedule of Fair Value of the Level 3 Assets and Liabilities by Major Contract Type (All Related to Commodity Contracts) and the Significant Unobservable Inputs Used in the Valuations) (Details) (Derivative financial instruments, assets and liabilities [Member], Level 3 [Member], USD $)	3 Months Ended		12 Months Ended
	Mar. 31, 2013		Dec. 31, 2012
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Assets	$ 106,000,000	[1]	$ 83,000,000	[1]
Liabilities	(47,000,000)	[1]	(54,000,000)	[1]
Derivative Assets (Liabilities), at Fair Value, Net	59,000,000	[1]	29,000,000	[1]
Electricity purchases and sales [Member] | Valuation Model [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Assets	4,000,000	[1]	5,000,000	[1]
Liabilities	(8,000,000)	[1]	(9,000,000)	[1]
Derivative Assets (Liabilities), at Fair Value, Net	(4,000,000)	[1]	(4,000,000)	[1]
Electricity spread options [Member] | Option Pricing Model [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Assets	58,000,000	[1]	34,000,000	[1]
Liabilities	(13,000,000)	[1]	(10,000,000)	[1]
Derivative Assets (Liabilities), at Fair Value, Net	45,000,000	[1]	24,000,000	[1]
Electricity congestion revenue rights [Member] | Market Approach [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Assets	39,000,000	[1],[2]	41,000,000	[1],[2]
Liabilities	(3,000,000)	[1],[2]	(2,000,000)	[1],[2]
Derivative Assets (Liabilities), at Fair Value, Net	36,000,000	[1],[2]	39,000,000	[1],[2]
Coal purchases [Member] | Market Approach [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Assets	1,000,000	[1],[2]	0	[1],[2]
Liabilities	(22,000,000)	[1],[2]	(32,000,000)	[1],[2]
Derivative Assets (Liabilities), at Fair Value, Net	(21,000,000)	[1],[2]	(32,000,000)	[1],[2]
Other [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Assets	4,000,000	[1]	3,000,000	[1]
Liabilities	(1,000,000)	[1]	(1,000,000)	[1]
Derivative Assets (Liabilities), at Fair Value, Net	3,000,000	[1]	2,000,000	[1]
Minimum [Member] | Electricity purchases and sales [Member] | Valuation Model [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Illiquid pricing locations (in usd per MWh)	30	[1],[3],[4]	20	[1],[3],[4]
Hourly price curve shape (in usd per MWh)	15	[1],[4],[5]	20	[1],[4],[5]
Minimum [Member] | Electricity spread options [Member] | Option Pricing Model [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Gas to power correlation (as a percent)	25.00%	[1],[4],[6]	20.00%	[1],[4],[6]
Power volatility (as a percent)	15.00%	[1],[4],[7]	20.00%	[1],[4],[7]
Minimum [Member] | Electricity congestion revenue rights [Member] | Market Approach [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Illiquid price differences between settlement points	0	[1],[2],[4],[8]	0	[1],[2],[4],[8]
Minimum [Member] | Coal purchases [Member] | Market Approach [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Probability of default (as a percent)	0.00%	[1],[4],[9]	5.00%	[1],[4],[9]
Recovery rate (as a percent)	0.00%	[1],[10],[4]	0.00%	[1],[10],[4]
Illiquid price variances between mines	0	[1],[11],[2],[4]	0	[1],[11],[2],[4]
Maximum [Member] | Electricity purchases and sales [Member] | Valuation Model [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Illiquid pricing locations (in usd per MWh)	40	[1],[3],[4]	40	[1],[3],[4]
Hourly price curve shape (in usd per MWh)	50	[1],[4],[5]	50	[1],[4],[5]
Maximum [Member] | Electricity spread options [Member] | Option Pricing Model [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Gas to power correlation (as a percent)	90.00%	[1],[4],[6]	90.00%	[1],[4],[6]
Power volatility (as a percent)	35.00%	[1],[4],[7]	40.00%	[1],[4],[7]
Maximum [Member] | Electricity congestion revenue rights [Member] | Market Approach [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Illiquid price differences between settlement points	30	[1],[2],[4],[8]	0.5	[1],[2],[4],[8]
Maximum [Member] | Coal purchases [Member] | Market Approach [Member]
Fair Value Inputs, Assets and Liabilities, Quantitative Information [Line Items]
Probability of default (as a percent)	40.00%	[1],[4],[9]	40.00%	[1],[4],[9]
Recovery rate (as a percent)	40.00%	[1],[10],[4]	40.00%	[1],[10],[4]
Illiquid price variances between mines	$ 1	[1],[11],[2],[4]	$ 1	[1],[11],[2],[4]

[1] Electricity purchase and sales contracts include wind generation agreements and hedging positions in the ERCOT west region, as well as power contracts, the valuations of which include unobservable inputs related to the hourly shaping of the price curve. Electricity spread options consist of physical electricity call options. Electricity congestion revenue rights contracts consist of forward purchase contracts (swaps and options) used to hedge electricity price differences between settlement points within ERCOT. Coal purchase contracts relate to western (Powder River Basin) coal.

[2] While we use the market approach, there is either insufficient market data to consider the valuation liquid or the significance of credit reserves or non-performance risk adjustments results in a Level 3 designation.

[3] Based on the historical range of forward average monthly ERCOT West Hub prices.

[4] The range of the inputs may be influenced by factors such as time of day, delivery period, season and location.

[5] Based on the historical range of forward average hourly ERCOT North Hub prices.

[6] Estimate of the historical range based on forward natural gas and on-peak power prices for the ERCOT hubs most relevant to our spread options.

[7] Based on historical forward price changes.

[8] Based on the historical price differences between settlement points in

[9] Estimate of the range of probabilities of default based on past experience and the length of the contract as well as our and counterparties' credit ratings.

[10] Estimate of the default recovery rate based on historical corporate rates.

[11] Based on the historical range of price variances between mine locations.

XML

Short-Term Borrowings And Long-Term Debt (2013 Debt-Related Activity) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended	3 Months Ended			1 Months Ended		1 Months Ended										1 Months Ended						1 Months Ended					1 Months Ended					3 Months Ended					3 Months Ended			3 Months Ended		3 Months Ended	1 Months Ended					3 Months Ended		1 Months Ended
	Jan. 31, 2013	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Senior Notes [Member]	Jan. 31, 2013 EFH Corp. [Member] Senior Notes [Member]	Mar. 31, 2013 EFH Corp. [Member] Senior Notes [Member]	Jan. 31, 2013 EFH Corp. [Member] Senior Secured Debt [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Senior Notes [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Line of Credit [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Senior Secured Debt [Member]	Mar. 31, 2013 11.5% Fixed Senior Secured Notes due October 1, 2020 [Member] Texas Competitive Electric Holdings Company LLC [Member] Senior Secured Debt [Member]	Dec. 31, 2012 11.5% Fixed Senior Secured Notes due October 1, 2020 [Member] Texas Competitive Electric Holdings Company LLC [Member] Senior Secured Debt [Member]	Mar. 31, 2013 6.875% Senior Secured First Lien Notes due August 15, 2017 [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Secured Debt [Member]	Dec. 31, 2012 6.875% Senior Secured First Lien Notes due August 15, 2017 [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Secured Debt [Member]	Jan. 31, 2013 11.25%/12.25% Senior Toggle notes due 2018 [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Notes [Member]	Jan. 31, 2013 10.875% Senior notes due 2017 [Member] EFH Corp. [Member] Senior Notes [Member]	Jan. 31, 2013 11.25 / 12.00% Senior Toggle Notes due November 1, 2017 [Member] EFH Corp. [Member] Senior Notes [Member]	Mar. 31, 2013 11.25 / 12.00% Senior Toggle Notes due November 1, 2017 [Member] EFH Corp. [Member] Senior Notes [Member]		Dec. 31, 2012 11.25 / 12.00% Senior Toggle Notes due November 1, 2017 [Member] EFH Corp. [Member] Senior Notes [Member]		Jan. 31, 2013 5.55% Fixed Series P Senior Notes due November 15, 2014 [Member] EFH Corp. [Member] Senior Notes [Member]	Mar. 31, 2013 5.55% Fixed Series P Senior Notes due November 15, 2014 [Member] EFH Corp. [Member] Senior Notes [Member]		Dec. 31, 2012 5.55% Fixed Series P Senior Notes due November 15, 2014 [Member] EFH Corp. [Member] Senior Notes [Member]		Jan. 31, 2013 6.50% Fixed Series Q Senior Notes due November 15, 2024 [Member] EFH Corp. [Member] Senior Notes [Member]	Mar. 31, 2013 6.50% Fixed Series Q Senior Notes due November 15, 2024 [Member] EFH Corp. [Member] Senior Notes [Member]		Dec. 31, 2012 6.50% Fixed Series Q Senior Notes due November 15, 2024 [Member] EFH Corp. [Member] Senior Notes [Member]		Mar. 31, 2013 10.875% Fixed Senior Notes due November 1, 2017 [Member]	Mar. 31, 2013 10.875% Fixed Senior Notes due November 1, 2017 [Member] EFH Corp. [Member] Senior Notes [Member]		Dec. 31, 2012 10.875% Fixed Senior Notes due November 1, 2017 [Member] EFH Corp. [Member] Senior Notes [Member]		Mar. 31, 2013 Toggle Notes [Member]	Mar. 31, 2013 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Secured Debt [Member]	Dec. 31, 2012 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Secured Debt [Member]	Mar. 31, 2013 10% Senior Secured notes due 2020 [Member] Senior Notes [Member]	Jan. 31, 2013 10% Senior Secured notes due 2020 [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Secured Debt [Member]	Mar. 31, 2013 9.75% Secured notes due 2019 [Member] Senior Notes [Member]	Jan. 31, 2013 9.75% Secured notes due 2019 [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Secured Debt [Member]	Jan. 31, 2013 9.75% Secured notes due 2019 [Member] EFH Corp. [Member] Senior Secured Debt [Member]	Jan. 31, 2013 10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member] Senior Secured Debt [Member]	Mar. 31, 2013 10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Secured Debt [Member]	Dec. 31, 2012 10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Secured Debt [Member]	Mar. 31, 2013 Returned debt as dividend [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Notes [Member]	Mar. 31, 2013 Oncor Holdings [Member] 6.875% Senior Secured First Lien Notes due August 15, 2017 [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Secured Debt [Member]	Apr. 30, 2013 Subsequent Event [Member] Texas Competitive Electric Holdings Company LLC [Member]
Debt Instrument [Line Items]
Debt Issuance Fee Paid By Issuance Of Debt	$ 340
Long-term debt, gross						60			4,874	22,616	1,571	1,750	1,750	503	503	89			27	[1]	60	[1]		90	[1]	92	[1]		201	[1]	230	[1]		33	[1]	64	[1]		1,750	1,750		1,302					3,482	2,180
Principal Amount Of Affiliate Debt Acquired In Exchange Transaction					95		1,310										31	33					2					29																139	113	1,058
Pledged ownership membership interest as a percentage																																																		100.00%
Issuances of long-term debt		0	1,150
Repurchases of long-term debt		16	19
Repayments of principal at scheduled maturity dates		14
Repayments of contractual payments under capitalized lease obligations		2
Owner participant Interest Acquired, Cash																																																			40
Debt Insturment, Trust's Debt, Fair Value								45
Proceeds from (repayments) of short-term debt		0	(670)
Debt Instrument, Principal Amounts Cancelled, Payment as Dividend				1,641																													1,715					3,474			1,058		113						6,360
Debt Instrument Principal Amount Of Subsidiaries Still Held By Affiliate		1,361
Deferred Tax Assets, Deferred Income Gain Relating to Membership Interests Transactions		19
Debt Instrument, Taxable Cancellation of Debt Income		$ 11

[1] Excludes the following debt held by EFIH or EFH Corp. (parent entity) and eliminated in consolidation: March 31, 2013 December 31, 2012EFH Corp. 10.875% Fixed Senior Notes due November 1, 2017$— $1,685EFH Corp. 11.25 / 12.00% Senior Toggle Notes due November 1, 2017— 3,441EFH Corp. 5.55% Fixed Series P Senior Notes due November 15, 2014281 279EFH Corp. 6.50% Fixed Series Q Senior Notes due November 15, 2024545 516EFH Corp. 6.55% Fixed Series R Senior Notes due November 15, 2034456 456TCEH 4.732% Term Loan Facilities maturing October 10, 201719 19TCEH 10.25% Fixed Senior Notes due November 1, 2015213 213TCEH 10.25% Fixed Senior Notes due November 1, 2015, Series B150 150Total$1,664 $6,759

XML

Variable Interest Entities (Carrying Amounts and Classifications of Assets and Liabilities Related to Consolidated VIEs) (Details) (USD $) In Millions, unless otherwise specified					3 Months Ended			3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011	Mar. 31, 2013 Consolidated VIEs [Member] Nuclear_generation_units	Dec. 31, 2012 Consolidated VIEs [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Consolidated VIEs [Member]	Mar. 31, 2013 MHI [Member] Consolidated VIEs [Member]
Variable Interest Entity [Line Items]
Number of new nuclear generation units in development (in nuclear generation units)					2
Variable interest entity, ownership percentage (as a percent)								88.00%	12.00%
Assets
Cash and cash equivalents	$ 2,311	$ 1,913	$ 1,141	$ 826	$ 80	$ 43	$ 1,700
Accounts receivable	569	718			373	445
Property, plant and equipment	18,496	18,705			136	134
Other assets, including $3 million and $12 million of current assets					11	16
Total assets	40,105	40,970			600	638
Other current assets	111	143			3	12
Liabilities
Short-term borrowings	2,143	2,136			89	82
Trade accounts payable	411	394			1	1
Other current liabilities	360	353			9	7
Total liabilities	$ 51,593	$ 51,893			$ 99	$ 90

XML

Supplementary Financial Information (Asset Retirement and Mining Reclamation Obligations) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Dec. 31, 2011
Asset Retirement Obligations [Line Items]
Less amounts due currently	$ (76)
Noncurrent liability at March 31, 2013	449	452
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance, Liability			536
Additions:
Accretion	14
Reductions:
Payments	(25)
Ending balance, Liability	525		536
Nuclear Plant Decommissioning [Member]
Asset Retirement Obligations [Line Items]
Less amounts due currently	0
Noncurrent liability at March 31, 2013	374
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance, Liability			368
Additions:
Accretion	6
Reductions:
Payments	0
Ending balance, Liability	374		368
Mining Land Reclamation and Other [Member]
Asset Retirement Obligations [Line Items]
Less amounts due currently	(76)
Noncurrent liability at March 31, 2013	75
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]
Beginning balance, Liability			168
Additions:
Accretion	8
Reductions:
Payments	(25)
Ending balance, Liability	$ 151		$ 168

XML

Commodity And Other Derivative Contractual Assets And Liabilities (Financial Statement Effects of Derivatives) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Asset	$ 1,752	$ 2,181
Derivative liabilities, Fair Value, Gross Liability	(2,514)	(2,600)
Derivative, Fair Value, Net	(762)	(419)
Current assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets And Liability, Fair Value, Gross Assets	1,328	1,595
Noncurrent assets [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets And Liability, Fair Value, Gross Assets	424	586
Current liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets And Liability, Fair Value, Gross Liability	(1,107)	(1,044)
Noncurrent liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative Assets And Liability, Fair Value, Gross Liability	(1,407)	(1,556)
Commodity contracts [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Asset	1,631	2,047
Derivative liabilities, Fair Value, Gross Liability	(460)	(383)
Derivative asset, Fair Value, Net	1,631	2,047
Derivative liabilities, Fair Value, Net	(460)	(383)
Commodity contracts [Member] | Current assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Asset	1,207	1,461
Derivative liabilities, Fair Value, Gross Asset	0	0
Commodity contracts [Member] | Noncurrent assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Asset	424	586
Derivative liabilities, Fair Value, Gross Asset	0	0
Commodity contracts [Member] | Current liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Liability	0	0
Derivative liabilities, Fair Value, Gross Liability	(448)	(366)
Commodity contracts [Member] | Noncurrent liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Liability	0	0
Derivative liabilities, Fair Value, Gross Liability	(12)	(17)
Interest rate swaps [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Asset	121	134
Derivative liabilities, Fair Value, Gross Liability	(2,054)	(2,217)
Derivative asset, Fair Value, Net	121	134
Derivative liabilities, Fair Value, Net	(2,054)	(2,217)
Interest rate swaps [Member] | Current assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Asset	121	134
Derivative liabilities, Fair Value, Gross Asset	0	0
Interest rate swaps [Member] | Noncurrent assets [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Asset	0	0
Derivative liabilities, Fair Value, Gross Asset	0	0
Interest rate swaps [Member] | Current liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Liability	0	0
Derivative liabilities, Fair Value, Gross Liability	(659)	(678)
Interest rate swaps [Member] | Noncurrent liabilities [Member]
Derivatives, Fair Value [Line Items]
Derivative asset, Fair Value, Gross Liability	0	0
Derivative liabilities, Fair Value, Gross Liability	$ (1,395)	$ (1,539)

XML

Supplementary Financial Information (Nuclear Decommissioning Trust) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended					3 Months Ended		12 Months Ended
	Mar. 31, 2013		Mar. 31, 2012	Dec. 31, 2012		Mar. 31, 2013 Debt securities [Member]		Dec. 31, 2012 Debt securities [Member]		Mar. 31, 2013 Equity securities [Member]		Dec. 31, 2012 Equity securities [Member]
Schedule of Schedule of Decommissioning Fund Investments [Line Items]
Debt, Weighted Average Interest Rate						4.29%		4.38%
Decommissioning Fund Investments, Debt securities, average maturity						10		6
Cost	$ 499	[1]		$ 491	[1]	$ 252	[1],[2]	$ 246	[1],[2]	$ 247	[1],[3]	$ 245	[1],[3]
Unrealized gain	213			177		15	[2]	16	[2]	198	[3]	161	[3]
Unrealized loss	(11)			(14)		(1)	[2]	(1)	[2]	(10)	[3]	(13)	[3]
Fair market value	701			654		266	[2]	261	[2]	435	[3]	393	[3]
Decommissioning Fund Investments, debt maturities, one through five years, fair value						76
Decommissioning Fund Investments, debt maturities, five through ten years, fair value						64
Decommissioning Fund Investments, debt maturities, after ten years, fair value						126
Realized gains	0		0
Realized losses	0		0
Proceeds from sales of securities	41		10
Investments in securities	$ (45)		$ (14)

[1] Includes realized gains and losses on securities sold.

[2] The investment objective for debt securities is to invest in a diversified tax efficient portfolio with an overall portfolio rating of AA or above as graded by S&P or Aa2 by Moody's. The debt securities are heavily weighted with municipal bonds. The debt securities had an average coupon rate of 4.29% and 4.38% at March 31, 2013 and December 31, 2012, respectively, and an average maturity of 10 and 6 years at March 31, 2013 and December 31, 2012, respectively.

[3] The investment objective for equity securities is to invest tax efficiently and to match the performance of the S&P 500 Index.

XML

Short-Term Borrowings And Long-Term Debt (Tables)

3 Months Ended

Mar. 31, 2013

Debt and Capital Lease Obligations [Abstract]

Schedule of Line of Credit Facilities

Credit facilities and related cash borrowings at March 31, 2013 are presented below. Available letter of credit capacity totaled $212 million at March 31, 2013 as discussed below. The facilities are all senior secured facilities of TCEH.

		March 31, 2013
Facility	Maturity Date	Facility Limit		Letters of Credit		Cash Borrowings		Availability
TCEH Revolving Credit Facility (a)	October 2016	$	2,054	$	—	$	2,054	$	—
TCEH Letter of Credit Facility (b)	October 2017 (b)	1,062		—		1,062		—
Total TCEH		$	3,116	$	—	$	3,116	$	—

___________

(a) Facility used for borrowings for general corporate purposes. Borrowings are classified as short-term borrowings. At March 31, 2013, borrowings under the facility bear interest at LIBOR plus 4.50%, and a commitment fee is payable quarterly in arrears at a rate per annum equal to 1.00% of the average daily unused portion of the facility. In January 2013, commitments previously maturing in 2013 were extended to 2016 as discussed below.

(b) Facility, $42 million of which matures in October 2014, used for issuing letters of credit for general corporate purposes, including, but not limited to, providing collateral support under hedging arrangements and other commodity transactions that are not secured by a first-lien interest in the assets of TCEH. The borrowings under this facility have been recorded by TCEH as restricted cash that supports issuances of letters of credit and are classified as long-term debt. At March 31, 2013, the restricted cash totaled $947 million, after reduction for a $115 million letter of credit drawn in 2009 related to an office building financing. At March 31, 2013, the restricted cash supports $735 million in letters of credit outstanding, leaving $212 million in available letter of credit capacity.

Schedule of Long-term Debt Instruments

Long-Term Debt

At March 31, 2013 and December 31, 2012, long-term debt consisted of the following:

	March 31, 2013			December 31, 2012
EFH Corp. (parent entity)
9.75% Fixed Senior Notes due October 15, 2019	$	2		$	115
10% Fixed Senior Notes due January 15, 2020	3			1,061
10.875% Fixed Senior Notes due November 1, 2017 (a)	33			64
11.25 / 12.00% Senior Toggle Notes due November 1, 2017 (a)	27			60
5.55% Fixed Series P Senior Notes due November 15, 2014 (a)	90			92
6.50% Fixed Series Q Senior Notes due November 15, 2024 (a)	201			230
6.55% Fixed Series R Senior Notes due November 15, 2034 (a)	291			291
8.82% Building Financing due semiannually through February 11, 2022 (b)	50			53
Unamortized fair value premium related to Building Financing (b)(c)	10			11
Unamortized fair value discount (c)	(128		)	(137		)
Total EFH Corp.	579			1,840
EFIH
6.875% Fixed Senior Secured First Lien Notes due August 15, 2017	503			503
10% Fixed Senior Secured First Lien Notes due December 1, 2020	3,482			2,180
11% Fixed Senior Secured Second Lien Notes due October 1, 2021	406			406
11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022	1,750			1,750
11.25% / 12.25% Senior Toggle Notes due December 1, 2018	1,393			1,304
9.75% Fixed Senior Notes due October 15, 2019	2			141
Unamortized premium	344			351
Unamortized discount	(154		)	(131		)
Total EFIH	7,726			6,504
EFCH
9.58% Fixed Notes due in annual installments through December 4, 2019 (d)	35			35
8.254% Fixed Notes due in quarterly installments through December 31, 2021 (d)	38			39
1.099% Floating Rate Junior Subordinated Debentures, Series D due January 30, 2037 (e)	1			1
8.175% Fixed Junior Subordinated Debentures, Series E due January 30, 2037	8			8
Unamortized fair value discount (c)	(7		)	(7		)
Total EFCH	75			76
TCEH
Senior Secured Facilities:
3.733% TCEH Term Loan Facilities maturing October 10, 2014 (e)(f)	3,809			3,809
3.704% TCEH Letter of Credit Facility maturing October 10, 2014 (e)	42			42
4.732% TCEH Term Loan Facilities maturing October 10, 2017 (a)(e)(f)	15,691			15,351
4.704% TCEH Letter of Credit Facility maturing October 10, 2017 (e)	1,020			1,020
11.5% Fixed Senior Secured Notes due October 1, 2020	1,750			1,750
15% Fixed Senior Secured Second Lien Notes due April 1, 2021	336			336
15% Fixed Senior Secured Second Lien Notes due April 1, 2021, Series B	1,235			1,235
10.25% Fixed Senior Notes due November 1, 2015 (a)	1,833			1,833
10.25% Fixed Senior Notes due November 1, 2015, Series B (a)	1,292			1,292
10.50 / 11.25% Senior Toggle Notes due November 1, 2016	1,749			1,749

	March 31, 2013			December 31, 2012
Pollution Control Revenue Bonds:
Brazos River Authority:
5.40% Fixed Series 1994A due May 1, 2029	39			39
7.70% Fixed Series 1999A due April 1, 2033	111			111
6.75% Fixed Series 1999B due September 1, 2034, remarketing date April 1, 2013 (g)	16			16
7.70% Fixed Series 1999C due March 1, 2032	50			50
8.25% Fixed Series 2001A due October 1, 2030	71			71
8.25% Fixed Series 2001D-1 due May 1, 2033	171			171
0.134% Floating Series 2001D-2 due May 1, 2033 (h)	97			97
0.320% Floating Taxable Series 2001I due December 1, 2036 (i)	62			62
0.134% Floating Series 2002A due May 1, 2037 (h)	45			45
6.75% Fixed Series 2003A due April 1, 2038, remarketing date April 1, 2013 (g)	44			44
6.30% Fixed Series 2003B due July 1, 2032	39			39
6.75% Fixed Series 2003C due October 1, 2038	52			52
5.40% Fixed Series 2003D due October 1, 2029, remarketing date October 1, 2014 (g)	31			31
5.00% Fixed Series 2006 due March 1, 2041	100			100
Sabine River Authority of Texas:
6.45% Fixed Series 2000A due June 1, 2021	51			51
5.20% Fixed Series 2001C due May 1, 2028	70			70
5.80% Fixed Series 2003A due July 1, 2022	12			12
6.15% Fixed Series 2003B due August 1, 2022	45			45
Trinity River Authority of Texas:
6.25% Fixed Series 2000A due May 1, 2028	14			14
Unamortized fair value discount related to pollution control revenue bonds (c)	(110		)	(112		)
Other:
7.46% Fixed Secured Facility Bonds with amortizing payments through January 2015	4			12
7% Fixed Senior Notes due March 15, 2013	—			5
Capital leases	62			64
Other	3			3
Unamortized discount	(119		)	(10		)
Unamortized fair value discount (c)	(1		)	(1		)
Total TCEH	29,716			29,498
Total EFH Corp. consolidated	38,096			37,918
Less amount due currently	(90		)	(103		)
Total long-term debt	$	38,006		$	37,815

___________

(a) Excludes the following debt held by EFIH or EFH Corp. (parent entity) and eliminated in consolidation:

	March 31, 2013		December 31, 2012
EFH Corp. 10.875% Fixed Senior Notes due November 1, 2017	$	—	$	1,685
EFH Corp. 11.25 / 12.00% Senior Toggle Notes due November 1, 2017	—		3,441
EFH Corp. 5.55% Fixed Series P Senior Notes due November 15, 2014	281		279
EFH Corp. 6.50% Fixed Series Q Senior Notes due November 15, 2024	545		516
EFH Corp. 6.55% Fixed Series R Senior Notes due November 15, 2034	456		456
TCEH 4.732% Term Loan Facilities maturing October 10, 2017	19		19
TCEH 10.25% Fixed Senior Notes due November 1, 2015	213		213
TCEH 10.25% Fixed Senior Notes due November 1, 2015, Series B	150		150
Total	$	1,664	$	6,759

(b) This financing is the obligation of a subsidiary of EFH Corp. and will be serviced with cash drawn by the beneficiary of a letter of credit that was previously issued to secure the obligation.

(c) Amount represents unamortized fair value adjustments recorded under purchase accounting.

(d) EFCH's obligations with respect to these financings are guaranteed by EFH Corp. and secured on a first-priority basis by, among other things, an undivided interest in the Comanche Peak nuclear generation facility.

(e) Interest rates in effect at March 31, 2013.

(f) Interest rate swapped to fixed on $18.265 billion principal amount of maturities through October 2014 and up to an aggregate $12.6 billion principal amount from October 2014 through October 2017.

(g) These series are in the multiannual interest rate mode and are subject to mandatory tender prior to maturity on the mandatory remarketing date. On such date, the interest rate and interest rate period will be reset for the bonds.

(h) Interest rates in effect at March 31, 2013. These series are in a daily interest rate mode and are classified as long-term as they are supported by long-term irrevocable letters of credit.

(i) Interest rate in effect at March 31, 2013. This series is in a weekly interest rate mode and is classified as long-term as it is supported by long-term irrevocable letters of credit.

Schedule of Interest Rate Derivatives

As reflected in the table below, at March 31, 2013, TCEH has entered into the following series of interest rate swap transactions that effectively fix the interest rates at between 5.5% and 9.3%.

Fixed Rates				Expiration Dates	Notional Amount
5.5	%	-	9.3%	September 2013 through October 2014		$	18.265	billion (a)
6.8	%	-	9.0%	October 2015 through October 2017		$	12.600	billion (b)

___________

(a) Swaps related to an aggregate $600 million principal amount of debt expired in 2013. Per the terms of the transactions, the notional amount of swaps entered into in 2011 grew by $405 million in 2013, substantially offsetting the expired swaps.

(b) These swaps are effective from October 2014 through October 2017. The $12.6 billion notional amount of swaps includes $3 billion that expires in October 2015 with the remainder expiring in October 2017.

The interest rate swaps have resulted in net losses reported in interest expense and related charges as follows:

	Three Months Ended March 31,
	2013			2012
Realized net loss	$	(151	)	$	(168	)
Unrealized net gain	148			110
Total	$	(3	)	$	(58	)

XML

Commitments And Contingencies (Narrative) (Details) (USD $) In Millions, unless otherwise specified											1 Months Ended
	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Debt obligation expiring in 2014 [Member]	Mar. 31, 2013 Financial Standby Letter of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Financial Standby Letter of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] Support risk management and trading margin requirements, including over-the-counter hedging transactions and collateral postings with ERCOT [Member]	Mar. 31, 2013 Financial Standby Letter of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] Support floating rate pollution control revenue bond debt [Member]	Mar. 31, 2013 Financial Standby Letter of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] Support Retail Electric Provider's financial requirements with the PUCT [Member]	Mar. 31, 2013 Financial Standby Letter of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] Miscellaneous credit support requirements [Member]	Mar. 31, 2013 TXU Gas Company [Member] Indemnification Agreement [Member]	Mar. 31, 2013 Liability related to assets retained by TXU Gas Company, including certain inactive gas plant sites not acquired by Atmos [Member] TXU Gas Company [Member] Indemnification Agreement [Member]	Mar. 31, 2013 Contingent liabilities associated with preclosing tax and employee related matters [Member] TXU Gas Company [Member] Indemnification Agreement [Member]	Feb. 29, 2012 CSAPR [Member]
Commitments and Contingencies [Line Items]
Maximum exposure, undiscounted								$ 1,900	$ 500	$ 1,400
Letters of Credit	0		735	330	208	65	132
Long-term debt, gross		$ 204
Emissions budget generation assets lower sulfur dioxide requirements (as a percent)											6.00%
Emissions budget generation assets higher annual nitrogen oxides requirements (as a percent)											3.00%
Emissions budget generation assets higher seasonal nitrogen oxides requirements (as a percent)											2.00%

XML

Trade Accounts Receivable And Accounts Receivable Securitization Program (Program fee amounts/ Activities of TXU Receivables Company/ Trade Accounts Receivable/ Allowance for Uncollectible Accounts Receivable) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Wholesale and retail trade accounts receivable, including $383 and $454 in pledged retail receivables	$ 579		$ 727
Allowance for uncollectible accounts	(10)	(20)
Trade accounts receivable — reported in balance sheet	569		718
Pledged retail receivables	383		454
Allowance for Doubtful Accounts Receivable [Roll Forward]
Allowance for uncollectible accounts receivable at beginning of period	9	27
Increase for bad debt expense	6	5
Decrease for account write-offs	(5)	(12)
Allowance for uncollectible accounts receivable at end of period	10	20
Texas Competitive Electric Holdings Company LLC [Member] | TXU Receivables Company [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Program fees	2	2
Program fees as a percentage of average funding (annualized)	6.00%	7.10%
Cash collections on accounts receivable	980	1,100
Face amount of new receivables purchased	(909)	(956)
Discount from face amount of purchased receivables	9	3
Program fees paid to financial institution	(2)	(2)
Servicing fees paid for recordkeeping and collection services	0	(1)
Decrease in subordinated notes payable	(52)	(133)
(Increase) decrease in cash held	(33)	0
Cash flows (provided to) used by originator under the program	$ (7)	$ 11

XML

Supplementary Financial Information (Supplemental Cash Flow Information) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Cash payments (receipts) related to:
Interest paid	$ 731	[1]	$ 546	[1]
Capitalized interest	(7)		(9)
Interest paid (net of capitalized interest)	724		537
Income taxes	0		1
Noncash investing and financing activities:
Construction expenditures	57	[2]	86	[2]
Debt exchange and extension transactions (Note 5)	$ (326)		$ 0

[1] Net of interest received on interest rate swaps.

[2] Represents end-of-period accruals.

XML

Goodwill And Identifiable Intangible Assets (Goodwill) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Goodwill [Line Items]
Balance, goodwill	$ 4,952	$ 4,952
Competitive Electric [Member]
Goodwill [Line Items]
Goodwill before impairment charges	18,342	18,342
Accumulated impairment charges	(13,390)	(13,390)
Balance, goodwill	$ 4,952	$ 4,952

XML

Equity (Changes to Equity) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended												3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012		Mar. 31, 2013 Common Stock [Member]		Dec. 31, 2012 Common Stock [Member]		Mar. 31, 2012 Common Stock [Member]		Dec. 31, 2011 Common Stock [Member]		Mar. 31, 2013 Additional Paid-in Capital [Member]	Mar. 31, 2012 Additional Paid-in Capital [Member]	Mar. 31, 2013 Retained Earnings [Member]	Mar. 31, 2012 Retained Earnings [Member]	Mar. 31, 2013 Accumulated Other Comprehensive Income (Loss) [Member]		Mar. 31, 2012 Accumulated Other Comprehensive Income (Loss) [Member]		Mar. 31, 2013 Noncontrolling Interest [Member]	Mar. 31, 2012 Noncontrolling Interest [Member]
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Beginning balance	$ (10,923)		$ (7,757)		$ 2	[1]	$ 2	[1]	$ 2	[2]	$ 2	[2]	$ 7,959	$ 7,947	$ (18,939)	$ (15,579)	$ (47)		$ (222)		$ 102	$ 95
Net loss	(569)		(304)												(569)	(304)
Effects of stock-based incentive compensation plans	2		4										2	4
Change in unrecognized losses related to pension and OPEB plans (Note 10)	(2)		4														(2)		4
Net effects of cash flow hedges	2		3														2		3
Net effects of cash flow hedges – Oncor	1	[3]	1	[3]													1	[3]	1	[3]
Investment by noncontrolling interests	1		2																		1	2
Other			(1)													(1)
Ending balance	$ (11,488)		$ (8,048)		$ 2	[1]	$ 2	[1]	$ 2	[2]	$ 2	[2]	$ 7,961	$ 7,951	$ (19,508)	$ (15,884)	$ (46)		$ (214)		$ 103	$ 97

[1] Authorized shares totaled 2,000,000,000 at March 31, 2013. Outstanding shares totaled 1,681,908,837 and 1,680,539,245 at March 31, 2013 and December 31, 2012, respectively.

[2] Authorized shares totaled 2,000,000,000 at March 31, 2012. Outstanding shares totaled 1,678,739,245 and 1,679,539,245 at March 31, 2012 and December 31, 2011, respectively.

[3] Represents recognition in equity in earnings of unconsolidated subsidiaries of previous losses on interest rate hedge transactions entered into by Oncor.

XML

Supplementary Financial Information (Other Income and Deductions) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Other income:
Other income (Note 13)	$ 8		$ 7
Other deductions:
Other Nonoperating Expense	3		6
Ongoing pension and Other Post-Employment Benefits expense related to discontinued businesses [Member]
Other deductions:
Other Nonoperating Expense	(1)	[1]	3	[1]
Other Expense [Member]
Other deductions:
Other Nonoperating Expense	4		3
Office space rental income [Member]
Other income:
Other income (Note 13)	3	[1]	3	[1]
Insurance And Litigation Settlements [Member]
Other income:
Other income (Note 13)	2	[2]	2	[2]
Other income [Member]
Other income:
Other income (Note 13)	$ 3		$ 2

[1] Reported in Corporate and Other.

[2] Reported in Competitive Electric segment.

XML

Commodity And Other Derivative Contractual Assets And Liabilities (Credit Risk-Related Contingent Features of Derivatives) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Credit Derivatives [Line Items]
Derivative, Net Liability Position, Aggregate Fair Value	$ 2,210	$ 2,357
Credit risk derivative with contingent feature [Member]
Credit Derivatives [Line Items]
Derivative, Net Liability Position, Aggregate Fair Value	112	58
Liquidity exposure associated with liabilities reduced by cash and letter of credit postings with the counterparties	31	12
Assets Needed for Immediate Settlement, Aggregate Fair Value	0	0
Cross-default credit derivative [Member]
Credit Derivatives [Line Items]
Derivative, Net Liability Position, Aggregate Fair Value	2,098	2,299
Assets Needed for Immediate Settlement, Aggregate Fair Value	$ 1,252	$ 1,141

XML

Short-Term Borrowings And Long-Term Debt (Information Regarding Other Significant Outstanding Debt) (Details) (USD $) In Millions, unless otherwise specified				12 Months Ended	3 Months Ended						3 Months Ended					3 Months Ended			12 Months Ended											3 Months Ended	12 Months Ended
	Mar. 31, 2013 Consolidation, Eliminations [Member]	Dec. 31, 2012 Consolidation, Eliminations [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member]	Dec. 31, 2012 Energy Future Competitive Holdings Company [Member]	Mar. 31, 2013 Senior Secured Debt [Member] Energy Future Intermediate Holding CO LLC [Member] 6.875% Senior Secured First Lien Notes due August 15, 2017 [Member]	Dec. 31, 2012 Senior Secured Debt [Member] Energy Future Intermediate Holding CO LLC [Member] 6.875% Senior Secured First Lien Notes due August 15, 2017 [Member]	Mar. 31, 2013 Senior Secured Debt [Member] Energy Future Intermediate Holding CO LLC [Member] 10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member]	Dec. 31, 2012 Senior Secured Debt [Member] Energy Future Intermediate Holding CO LLC [Member] 10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member]	Mar. 31, 2013 Senior Secured Debt [Member] Energy Future Intermediate Holding CO LLC [Member] 11% Fixed Senior Secured Second Lien Notes due October 1, 2021 [Member]	Dec. 31, 2012 Senior Secured Debt [Member] Energy Future Intermediate Holding CO LLC [Member] 11% Fixed Senior Secured Second Lien Notes due October 1, 2021 [Member]	Mar. 31, 2013 Senior Secured Debt [Member] Energy Future Intermediate Holding CO LLC [Member] 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member]	Dec. 31, 2012 Senior Secured Debt [Member] Energy Future Intermediate Holding CO LLC [Member] 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member]	Mar. 31, 2013 Senior Secured Debt [Member] Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Senior Secured Debt [Member] Texas Competitive Electric Holdings Company LLC [Member] 11.5% Fixed Senior Secured Notes due October 1, 2020 [Member]	Dec. 31, 2012 Senior Secured Debt [Member] Texas Competitive Electric Holdings Company LLC [Member] 11.5% Fixed Senior Secured Notes due October 1, 2020 [Member]	Mar. 31, 2013 Senior Notes [Member] Energy Future Intermediate Holding CO LLC [Member] 11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]	Dec. 31, 2012 Senior Notes [Member] Energy Future Intermediate Holding CO LLC [Member] 11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]	Mar. 31, 2013 Senior Notes [Member] EFH Corp. [Member]	Dec. 31, 2012 Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member] Consolidation, Eliminations [Member] Financial guarantee [Member]	Mar. 31, 2013 Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member] 10.25% Fixed Senior Notes due November 1, 2015 [Member]		Dec. 31, 2012 Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member] 10.25% Fixed Senior Notes due November 1, 2015 [Member]		Mar. 31, 2013 Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member] 10.25% Fixed Senior Notes due November 1, 2015 [Member] Consolidation, Eliminations [Member]	Dec. 31, 2012 Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member] 10.25% Fixed Senior Notes due November 1, 2015 [Member] Consolidation, Eliminations [Member]	Mar. 31, 2013 Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member] 10.50 / 11.25% Senior Toggle Notes due November 1, 2016 [Member]	Dec. 31, 2012 Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member] 10.50 / 11.25% Senior Toggle Notes due November 1, 2016 [Member]	Mar. 31, 2013 Senior Notes [Member] Interest Payment Due on June 1, 2013 [Member] Energy Future Intermediate Holding CO LLC [Member] 11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]	Dec. 31, 2012 Senior Notes [Member] Until June 1, 2016 [Member] Energy Future Intermediate Holding CO LLC [Member] 11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]	Mar. 31, 2013 Line of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Line of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] TCEH Term Loan Facilities maturing October 10, 2014 [Member]		Dec. 31, 2012 Line of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] TCEH Term Loan Facilities maturing October 10, 2014 [Member]		Mar. 31, 2013 Line of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] Term Loan Facilities maturing October 10, 2017 [Member]		Dec. 31, 2012 Line of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] Term Loan Facilities maturing October 10, 2017 [Member]		Mar. 31, 2013 Line of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] Term Loan Facilities maturing October 10, 2017 [Member] Consolidation, Eliminations [Member]	Dec. 31, 2012 Line of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] Term Loan Facilities maturing October 10, 2017 [Member] Consolidation, Eliminations [Member]	Mar. 31, 2013 Letter of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] Letter of Credit Facility maturing October 10, 2014 [Member]		Dec. 31, 2012 Letter of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] Letter of Credit Facility maturing October 10, 2014 [Member]		Mar. 31, 2013 Letter of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] TCEH Letter of Credit Facility maturing October 10, 2017 [Member]		Dec. 31, 2012 Letter of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member] TCEH Letter of Credit Facility maturing October 10, 2017 [Member]		Jan. 31, 2013 Revolving Credit Facility [Member] Texas Competitive Electric Holdings Company LLC [Member]		Jan. 31, 2013 Revolving Credit Facility [Member] Texas Competitive Electric Holdings Company LLC [Member] Revolving Credit Facility maturing October 2013 Extended to October 2016 [Member]
Debt Instrument [Line Items]
Debt Instrument, Registration Default, if not filed and declared effective after original issue date, variable interest rate increase for first ninety days					0.25%						0.25%					0.25%
Debt instrument registration default if not filed and declared effective after original issue date, incremental variable interest rate increase after first ninety day period											0.25%
Debt Instrument, Registration Default, if not filed and declared effective after original issue date, total variable interest rate increase after first ninety day period					0.50%											0.50%
Debt Instrument, Springing maturity provision, remaining outstanding days prior to maturity																			91 days
Line of Credit Facility, Maximum Borrowing Capacity			$ 3,116																																																$ 2,054	[1]	$ 645	[1]
Debt Instrument, Springing maturity provision pursuant if in the event that aggregate principal amount to the extent held at the determination date, Exceeds Minimum																						500						150
Long-term debt, gross	$ 1,664	$ 6,759			$ 503	$ 503	$ 3,482	$ 2,180	$ 406	$ 406	$ 1,750	$ 1,750	$ 1,571	$ 1,750	$ 1,750	$ 1,393	$ 1,304	$ 60		$ 4,874	$ 363	$ 1,833	[2]	$ 1,833	[2]	$ 213	$ 213	$ 1,749	$ 1,749			$ 22,616	$ 3,809	[3],[4]	$ 3,809	[3],[4]	$ 15,691	[2],[3],[4]	$ 15,351	[2],[3],[4]	$ 19	$ 19	$ 42	[3]	$ 42	[3]	$ 1,020	[3]	$ 1,020	[3]
Basis Spread on LIBOR Rate (as a percent)																																	3.50%				4.50%						3.50%				4.50%
Ownership interest (as a percent)				100.00%
Total debt to Adjusted EBITDA ratio at Determination Date																			6
Debt Instrument, Springing maturity provision, remaining outstanding days prior to maturity automatic extention if Adjusted EBITDA ratio at determination date																			90 days
Debt Instrument, Registration Default, if not filed and declared effective after original issue date, days					365 days											365 days
Debt Instrument, Registration Default, if not filed and declared effective after original issue date, first quarter annual interest rate					90 days											90 days
Debt Instrument, Options to Pay Interest, Percentage Allowed in Cash																															50.00%
Debt Instrument, Options to Pay Interest, Percentage Allowed in PIK Interest																															50.00%
Debt Instrument, Percentage of PIK Interest Payments																														100.00%

[1] At March 31, 2013, borrowings under the facility bear interest at LIBOR plus 4.50%, and a commitment fee is payable quarterly in arrears at a rate per annum equal to 1.00% of the average daily unused portion of the facility. In January 2013, commitments previously maturing in 2013 were extended to 2016 as discussed below.

[2] Excludes the following debt held by EFIH or EFH Corp. (parent entity) and eliminated in consolidation: March 31, 2013 December 31, 2012EFH Corp. 10.875% Fixed Senior Notes due November 1, 2017$— $1,685EFH Corp. 11.25 / 12.00% Senior Toggle Notes due November 1, 2017— 3,441EFH Corp. 5.55% Fixed Series P Senior Notes due November 15, 2014281 279EFH Corp. 6.50% Fixed Series Q Senior Notes due November 15, 2024545 516EFH Corp. 6.55% Fixed Series R Senior Notes due November 15, 2034456 456TCEH 4.732% Term Loan Facilities maturing October 10, 201719 19TCEH 10.25% Fixed Senior Notes due November 1, 2015213 213TCEH 10.25% Fixed Senior Notes due November 1, 2015, Series B150 150Total$1,664 $6,759

[3] Interest rates in effect at March 31, 2013.

[4] Interest rate swapped to fixed on $18.265 billion principal amount of maturities through October 2014 and up to an aggregate $12.6 billion principal amount from October 2014 through October 2017.

XML

Variable Interest Entities

3 Months Ended

Mar. 31, 2013

Consolidation Of Variable Interest Entities [Abstract]

Variable Interest Entities

VARIABLE INTEREST ENTITIES

A variable interest entity (VIE) is an entity with which we have a relationship or arrangement that indicates some level of control over the entity or results in economic risks to us. Accounting standards require consolidation of a VIE if we have (a) the power to direct the significant activities of the VIE and (b) the right or obligation to absorb profit and loss from the VIE (primary beneficiary). In determining the appropriateness of consolidation of a VIE, we evaluate its purpose, governance structure, decision making processes and risks that are passed on to its interest holders. We also examine the nature of any related party relationships among the interest holders of the VIE and the nature of any special rights granted to the interest holders of the VIE.

As discussed below, our balance sheet includes assets and liabilities of VIEs that meet the consolidation standards. Oncor Holdings, an indirect wholly-owned subsidiary of EFH Corp. that holds an approximate 80% interest in Oncor, is not consolidated in EFH Corp.'s financial statements, and instead is accounted for as an equity method investment, because the structural and operational "ring-fencing" measures discussed in Note 1 prevent us from having power to direct the significant activities of Oncor Holdings or Oncor. In accordance with accounting standards, we account for our investment in Oncor Holdings under the equity method, as opposed to the cost method, based on our level of influence over its activities. The maximum exposure to loss from our interests in VIEs does not exceed our carrying value. See below for additional information about our equity method investment in Oncor Holdings. There are no other material investments accounted for under the equity or cost method.

Consolidated VIEs

See discussion in Note 4 regarding the VIE related to our accounts receivable securitization program that is consolidated under the accounting standards.

We also consolidate Comanche Peak Nuclear Power Company LLC (CPNPC), which was formed by subsidiaries of TCEH and Mitsubishi Heavy Industries Ltd. (MHI) for the purpose of developing two new nuclear generation units at our existing Comanche Peak nuclear-fueled generation facility using MHI's US-Advanced Pressurized Water Reactor technology and to obtain a combined operating license from the NRC. CPNPC is currently financed through capital contributions from the subsidiaries of TCEH and MHI that hold 88% and 12% of CPNPC's equity interests, respectively (see Note 7).

The carrying amounts and classifications of the assets and liabilities related to our consolidated VIEs are as follows:

Assets:	March 31, 2013		December 31, 2012		Liabilities:	March 31, 2013		December 31, 2012
Cash and cash equivalents	$	80	$	43	Short-term borrowings	$	89	$	82
Accounts receivable	373		445		Trade accounts payable	1		1
Property, plant and equipment	136		134		Other current liabilities	9		7
Other assets, including $3 million and $12 million of current assets	11		16
Total assets	$	600	$	638	Total liabilities	$	99	$	90

The assets of our consolidated VIEs can only be used to settle the obligations of the VIE, and the creditors of our consolidated VIEs do not have recourse to our assets to settle the obligations of the VIE.

Non-Consolidation of Oncor Holdings

Our investment in unconsolidated subsidiary as presented in the balance sheet totaled $5.886 billion and $5.850 billion at March 31, 2013 and December 31, 2012, respectively, and consists almost entirely of our interest in Oncor Holdings (100% owned), which we account for under the equity method as described above. Oncor provides services, principally electricity distribution, to TCEH's retail operations, and the related revenues represented 28% and 29% of Oncor Holdings' consolidated operating revenues for the three months ended March 31, 2013 and 2012, respectively.

See Note 11 for discussion of Oncor Holdings' and Oncor's transactions with EFH Corp. and its other subsidiaries.

Distributions from Oncor Holdings —Oncor Holdings' distributions of earnings to us totaled $31 million and $36 million for the three months ended March 31, 2013 and 2012, respectively. Distributions may not be paid except to the extent Oncor maintains a required regulatory capital structure, as discussed below. At March 31, 2013, $196 million was eligible to be distributed to Oncor's members after taking into account the regulatory capital structure limit, of which approximately 80% relates to our ownership interest in Oncor. The boards of directors of each of Oncor and Oncor Holdings can withhold distributions to the extent the applicable board determines in good faith that it is necessary to retain such amounts to meet expected future requirements of Oncor and/or Oncor Holdings.

Oncor's distributions are limited by its regulatory capital structure, which is required to be at or below the assumed debt-to-equity ratio established periodically by the PUCT for ratemaking purposes, which is currently set at 60% debt to 40% equity. At March 31, 2013, Oncor's regulatory capitalization ratio was 58.6% debt and 41.4% equity. The PUCT has the authority to determine what types of debt and equity are included in a utility's debt-to-equity ratio. For purposes of this ratio, debt is calculated as long-term debt plus unamortized gains on reacquired debt less unamortized issuance expenses, premiums and losses on reacquired debt. The debt calculation excludes bonds issued by Oncor Electric Delivery Transition Bond Company, which were issued in 2003 and 2004 to recover specific generation-related regulatory asset stranded and other qualified costs. Equity is calculated as membership interests determined in accordance with US GAAP, excluding the effects of accounting for the Merger (which included recording the initial goodwill and fair value adjustments and the subsequent related impairments and amortization).

In addition to distributions of earnings, under a tax sharing agreement we received income tax payments from Oncor and Oncor Holdings totaling $9 million for the three months ended March 31, 2013. We received no payments from Oncor or Oncor Holdings for the three months ended March 31, 2012 (see Note 11).

Oncor Holdings Financial Statements—Condensed statements of consolidated income of Oncor Holdings and its subsidiaries for the three months ended March 31, 2013 and 2012 are presented below:

	Three Months Ended March 31,
	2013			2012
Operating revenues	$	817		$	783
Operation and maintenance expenses	(298		)	(296		)
Depreciation and amortization	(199		)	(184		)
Taxes other than income taxes	(102		)	(102		)
Other income	5			7
Other deductions	(4		)	(1		)
Interest income	1			8
Interest expense and related charges	(94		)	(91		)
Income before income taxes	126			124
Income tax expense	(41		)	(52		)
Net income	85			72
Net income attributable to noncontrolling interests	(18		)	(15		)
Net income attributable to Oncor Holdings	$	67		$	57

Assets and liabilities of Oncor Holdings at March 31, 2013 and December 31, 2012 are presented below:

	March 31, 2013		December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	21	$	45
Restricted cash	55		55
Trade accounts receivable — net	352		338
Trade accounts and other receivables from affiliates	121		53
Inventories	68		73
Accumulated deferred income taxes	48		26
Prepayments and other current assets	85		82
Total current assets	750		672
Restricted cash	16		16
Other investments	84		83
Property, plant and equipment — net	11,504		11,318
Goodwill	4,064		4,064
Regulatory assets — net	1,714		1,788
Other noncurrent assets	80		78
Total assets	$	18,212	$	18,019
LIABILITIES
Current liabilities:
Short-term borrowings	$	977	$	735
Long-term debt due currently	126		125
Trade accounts payable — nonaffiliates	92		121
Income taxes payable to EFH Corp.	45		34
Accrued taxes other than income	61		153
Accrued interest	89		95
Other current liabilities	101		110
Total current liabilities	1,491		1,373
Accumulated deferred income taxes	1,826		1,736
Investment tax credits	23		24
Long-term debt, less amounts due currently	5,374		5,400
Other noncurrent liabilities and deferred credits	1,943		1,999
Total liabilities	$	10,657	$	10,532

XML

Commodity And Other Derivative Contractual Assets And Liabilities (Concentrations of Credit Risk Related to Derivatives) (Details) (Texas Competitive Electric Holdings Company LLC [Member], Credit Risk Contract [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Texas Competitive Electric Holdings Company LLC [Member] | Credit Risk Contract [Member]
Derivative [Line Items]
Total credit risk exposure to all counterparties related to derivative contracts	$ 1,843
Net exposure to those counterparties after taking into effect master netting arrangements, setoff provisions and collateral	227
Credit risk exposure to Banking and financial sector percentage	91.00%
Net exposure to banking and financial sector percentage	59.00%
Largest net exposure to single counterparty	$ 52

XML

Short-Term Borrowings And Long-Term Debt (Short-Term Borrowings) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Short-term Debt [Line Items]
Short-term borrowings	$ 2,143	$ 2,136
Texas Competitive Electric Holdings Company LLC [Member]
Short-term Debt [Line Items]
Program funding under the accounts receivable securitization program	89	82
Texas Competitive Electric Holdings Company LLC [Member] | Revolving Credit Facility [Member]
Short-term Debt [Line Items]
Short-term borrowings	$ 2,054	$ 2,054
Short-term borrowings, weighted average interest rate (as a percent)	4.70%	4.40%

XML

Pension And Other Postretirement Employee Benefits (OPEB) Plans (Tables)

3 Months Ended

Mar. 31, 2013

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Net Benefit Costs

Net pension and OPEB costs in the three months ended March 31, 2013 and 2012 are comprised of the following:

	Three Months Ended March 31,
	2013			2012
Components of net pension costs:
Service cost	$	2		$	12
Interest cost	3			40
Expected return on assets	(2		)	(40		)
Amortization of net loss	2			27
Pension costs	$	5		$	39
Components of net OPEB costs:
Service cost	3			2
Interest cost	10			11
Expected return on assets	(3		)	(3		)
Amortization of prior service cost	(8		)	(8		)
Amortization of net loss	8			4
OPEB costs	10			6
Total benefit costs	15			45
Less amounts expensed by Oncor (and not consolidated)	(6		)	(9		)
Less amounts deferred principally as a regulatory asset or property by Oncor	(6		)	(22		)
Net amounts recognized as expense by EFH Corp. and consolidated subsidiaries	$	3		$	14

XML

Commodity And Other Derivative Contractual Assets And Liabilities (Tables)

3 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Commodity and Other Derivative Contractual Assets and Liabilities as Reported in the Balance Sheets

The following tables provide detail of commodity and other derivative contractual assets and liabilities (with the column totals representing the net positions of the contracts) as reported in the balance sheets at March 31, 2013 and December 31, 2012:

March 31, 2013
	Derivative assets				Derivative liabilities
	Commodity contracts		Interest rate swaps		Commodity contracts			Interest rate swaps			Total
Current assets	$	1,207	$	121	$	—		$	—		$	1,328
Noncurrent assets	424		—		—			—			424
Current liabilities	—		—		(448		)	(659		)	(1,107		)
Noncurrent liabilities	—		—		(12		)	(1,395		)	(1,407		)
Net assets (liabilities)	$	1,631	$	121	$	(460	)	$	(2,054	)	$	(762	)

December 31, 2012
	Derivative assets				Derivative liabilities
	Commodity contracts		Interest rate swaps		Commodity contracts			Interest rate swaps			Total
Current assets	$	1,461	$	134	$	—		$	—		$	1,595
Noncurrent assets	586		—		—			—			586
Current liabilities	—		—		(366		)	(678		)	(1,044		)
Noncurrent liabilities	—		—		(17		)	(1,539		)	(1,556		)
Net assets (liabilities)	$	2,047	$	134	$	(383	)	$	(2,217	)	$	(419	)

Schedule of Pre-tax Effect on Net Income of Derivatives Not Under Hedge Accounting, Including Realized and Unrealized Effects

The following table presents the pretax effect of derivatives on net income (gains (losses)), including realized and unrealized effects:

	Three Months Ended March 31,
Derivative (income statement presentation)	2013			2012
Commodity contracts (Net gain (loss) from commodity hedging and trading activities) (a)	$	(200	)	$	358
Interest rate swaps (Interest expense and related charges) (b)	(3		)	(56		)
Net gain (loss)	$	(203	)	$	302

____________

(a) Amount represents changes in fair value of positions in the derivative portfolio during the period, as realized amounts related to positions settled are assumed to equal reversals of previously recorded unrealized amounts.

(b) Includes unrealized mark-to-market net gain as well as the net realized effect on interest paid/accrued, both reported in "Interest Expense and Related Charges" (see Note 13).

Offsetting Assets and Liabilities

The following tables reconcile our derivative assets and liabilities as presented in the consolidated balance sheet to net amounts after taking into consideration netting arrangements with counterparties and financial collateral:

March 31, 2013
	Amounts Presented in Balance Sheet			Offsetting Financial Instruments (a)			Financial Collateral (Received) Pledged (b)			Net Amounts (c)
Derivative assets:
Commodity contracts	$	1,631		$	(1,011	)	$	(454	)	$	166
Interest rate swaps	121			(121		)	—			—
Total derivative assets	1,752			(1,132		)	(454		)	166
Derivative liabilities:
Commodity contracts	(460		)	329			89			(42		)
Interest rate swaps	(2,054		)	803			—			(1,251		)
Total derivative liabilities	(2,514		)	1,132			89			(1,293		)
Net amounts	$	(762	)	$	—		$	(365	)	$	(1,127	)

December 31, 2012
	Amounts Presented in Balance Sheet			Offsetting Financial Instruments (a)			Financial Collateral (Received) Pledged (b)			Net Amounts
Derivative assets:
Commodity contracts	$	2,047		$	(1,263	)	$	(597	)	$	187
Interest rate swaps	134			(134		)	—			—
Total derivative assets	2,181			(1,397		)	(597		)	187
Derivative liabilities:
Commodity contracts	(383		)	319			29			(35		)
Interest rate swaps	(2,217		)	1,078			—			(1,139		)
Total derivative liabilities	(2,600		)	1,397			29			(1,174		)
Net amounts	$	(419	)	$	—		$	(568	)	$	(987	)

____________

(a) Offsetting financial instruments with respect to commodity contracts include amounts related to interest rate swaps and vice versa. Amounts exclude trade accounts receivable and payable related to settled financial instruments.

(b) Financial collateral consists entirely of cash margin deposits.

(c) Includes net liability positions totaling approximately $1.3 billion related to counterparties with positions that are secured by a first-lien interest in the assets of TCEH on a pari passu basis with the TCEH Senior Secured Facilities and the TCEH Senior Secured Notes.

Schedule of Pre-tax Effect on Net Income and Other Comprehensive Income (OCI) of Derivative Instruments Previously Accounted for as Cash Flow Hedges

The following table presents the pretax effect (all losses) on net income and other comprehensive income (OCI) of derivative instruments previously accounted for as cash flow hedges. There were no amounts recognized in OCI for the three months ended March 31, 2013 and 2012.

Derivative type (income statement presentation of loss reclassified from accumulated OCI into income)	Three Months Ended March 31,
	2013			2012
Interest rate swaps (interest expense and related charges)	$	(2	)	$	(3	)
Interest rate swaps (depreciation and amortization)	(1		)	(1		)
Total	$	(3	)	$	(4	)

Schedule of Gross Notional Amounts of Derivative Volumes

The following table presents the gross notional amounts of derivative volumes at March 31, 2013 and December 31, 2012:

	March 31, 2013		December 31, 2012
Derivative type	Notional Volume				Unit of Measure
Interest rate swaps:
Floating/fixed (a)	$	32,565	$	32,760	Million US dollars
Basis	$	11,967	$	11,967	Million US dollars
Natural gas:
Natural gas price hedge forward sales and purchases (b)	743		875		Million MMBtu
Locational basis swaps	463		495		Million MMBtu
All other	1,921		1,549		Million MMBtu
Electricity	61,470		76,767		GWh
Congestion Revenue Rights (c)	88,033		111,185		GWh
Coal	11		13		Million tons
Fuel oil	35		47		Million gallons
Uranium	804		441		Thousand pounds

____________

(a) Includes notional amount of interest rate swaps with maturity dates through October 2014 as well as notional amount of swaps effective from October 2014 with maturity dates through October 2017 (see Note 5).

(b) Represents gross notional forward sales, purchases and options transactions in the natural gas price hedging program. The net amount of these transactions was approximately 310 million MMBtu and 360 million MMBtu at March 31, 2013 and December 31, 2012, respectively.

(c) Represents gross forward purchases associated with instruments used to hedge price differences between settlement points in the nodal wholesale market design in ERCOT.

XML

Fair Value Measurements (Schedule of Changes in Fair Value of the Level 3 Assets and Liabilities (All Related to Commodity Contracts)) (Details) (Level 3 [Member], Commodity contracts [Member], Derivative financial instruments, assets and liabilities [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Level 3 [Member] | Commodity contracts [Member] | Derivative financial instruments, assets and liabilities [Member]
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Net asset balance at beginning of period	$ 29		$ 53
Total unrealized valuation gains (losses)	9		(69)
Purchases, issuances and settlements:
Purchases	4	[1]	8	[1]
Issuances	0	[1]	(8)	[1]
Settlements	16	[1]	20	[1]
Transfers into Level 3	1	[2]	(7)	[2]
Transfers out of Level 3	0	[2]	(2)	[2]
Net change	30	[3]	(58)	[3]
Net asset balance at end of period	59		(5)
Unrealized valuation gains (losses) relating to instruments held at end of period	$ 14		$ (65)

[1] Settlements reflect reversals of unrealized mark-to-market valuations previously recognized in net income. Purchases and issuances reflect option premiums paid or received.

[2] Includes transfers due to changes in the observability of significant inputs. Transfers in and out occur at the end of each quarter, which is when the assessments are performed. Transfers out during 2012 reflect increased observability of pricing related to certain congestion revenue rights. Transfers in during 2012 were driven by an increase in nonperformance risk adjustments related to certain coal purchase contracts. All Level 3 transfers during the periods presented are in and out of Level 2.

[3] Substantially all changes in values of commodity contracts are reported in the income statement in net gain (loss) from commodity hedging and trading activities. Activity excludes changes in fair value in the month the position settled as well as amounts related to positions entered into and settled in the same month.

XML

Short-Term Borrowings And Long-Term Debt (Credit Facilities) (Details) (USD $) In Millions, unless otherwise specified	1 Months Ended								3 Months Ended
	Jan. 31, 2013	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member]	Jan. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Revolving Credit Facility [Member]		Jan. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Revolving Credit Facility [Member] Revolving Credit Facility maturing October 2013 Extended to October 2016 [Member]		Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Revolving Credit Facility [Member] Revolving Credit Facility maturing October 2016 [Member]		Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Letter of Credit [Member] Letter of Credit Facility maturing October 2017 [Member]		Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Letter of Credit [Member] Letter of Credit Facility maturing October 2014 [Member]		Dec. 31, 2012 Texas Competitive Electric Holdings Company LLC [Member] Letter of Credit [Member] Letter of Credit Facility maturing October 2014 [Member]		Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Line of Credit [Member]
Credit Facilities [Line Items]
Facility Limit				$ 3,116	$ 2,054	[1]	$ 645	[1]	$ 2,054	[1]	$ 1,062	[2]
Letters of Credit				0					0	[1]	0	[2]
Cash Borrowings				3,116					2,054	[1]	1,062	[2]
Availability				0					0	[1]	0	[2]
Basis Spread on LIBOR Rate (as a percent)									4.50%				3.50%
Per annum rate, commitment fee of average daily unused portion of credit facility (as a percent)									1.00%
Long-term debt, gross													42	[3]	42	[3]	22,616
Restricted cash		947	947								947
Reduction in restricted cash related to letter of credit drawn related to office building financing											(115)
Restricted Cash, Amount supported in letters of credit outstanding											735
Resticted cash, additional letters of credit that can be supported											212
Debt Issuance Fee Paid By Issuance Of Debt	$ 340

[1] At March 31, 2013, borrowings under the facility bear interest at LIBOR plus 4.50%, and a commitment fee is payable quarterly in arrears at a rate per annum equal to 1.00% of the average daily unused portion of the facility. In January 2013, commitments previously maturing in 2013 were extended to 2016 as discussed below.

[2] Facility, $42 million of which matures in October 2014, used for issuing letters of credit for general corporate purposes, including, but not limited to, providing collateral support under hedging arrangements and other commodity transactions that are not secured by a first-lien interest in the assets of TCEH. The borrowings under this facility have been recorded by TCEH as restricted cash that supports issuances of letters of credit and are classified as long-term debt. At March 31, 2013, the restricted cash totaled $947 million, after reduction for a $115 million letter of credit drawn in 2009 related to an office building financing. At March 31, 2013, the restricted cash supports $735 million in letters of credit outstanding, leaving $212 million in available letter of credit capacity.

[3] Interest rates in effect at March 31, 2013.

XML

Segment Information (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Schedule of segment reporting information, by segment

We account for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices or regulated rates.

	Three Months Ended March 31,
	2013			2012
Operating revenues (all Competitive Electric)	$	1,260		$	1,222
Equity in earnings of unconsolidated subsidiaries (net of tax) — Regulated Delivery (net of noncontrolling interest of $17 and $15)	$	67		$	57
Net income (loss):
Competitive Electric	$	(547	)	$	(260	)
Regulated Delivery	67			57
Corporate and Other	(89		)	(101		)
Consolidated	$	(569	)	$	(304	)

XML

Supplementary Financial Information (Tables)

3 Months Ended

Mar. 31, 2013

Supplementary Financial Information [Abstract]

Schedule of other income and deductions

Other Income and Deductions

	Three Months Ended March 31,
	2013			2012
Other income:
Office space rental income (a)	$	3		$	3
Insurance/litigation settlements (b)	2			2
All other	3			2
Total other income	$	8		$	7
Other deductions:
Ongoing pension and OPEB expense related to discontinued businesses (a)	$	(1	)	$	3
All other	4			3
Total other deductions	$	3		$	6

____________

(a) Reported in Corporate and Other.

(b) Reported in Competitive Electric segment.

Schedule of interest expense and related charges

Interest Expense and Related Charges

	Three Months Ended March 31,
	2013			2012
Interest paid/accrued (including net amounts settled/accrued under interest rate swaps)	$	839		$	790
Accrued interest to be paid with additional toggle notes (Note 5)	41			57
Unrealized mark-to-market net gain on interest rate swaps (a)	(150		)	(114		)
Amortization of interest rate swap losses at dedesignation of hedge accounting	2			4
Amortization of fair value debt discounts resulting from purchase accounting	5			11
Amortization of debt issuance, amendment and extension costs and discounts	54			46
Capitalized interest	(7		)	(9		)
Total interest expense and related charges	$	784		$	785

____________

(a) Three months ended March 31, 2013 and 2012 amounts include net gains totaling $148 million and $110 million, respectively, related to TCEH swaps (see Note 5) and net gains totaling $2 million and $4 million, respectively, related to EFH Corp. swaps substantially closed through offsetting positions.

Schedule of restricted cash

Restricted Cash

	March 31, 2013				December 31, 2012
	Current Assets		Noncurrent Assets		Current Assets		Noncurrent Assets
Amounts in escrow to settle TCEH Demand Notes (Note 11)	$	—	$	—	$	680	$	—
Amounts related to TCEH's Letter of Credit Facility (Note 5)	—		947		—		947
Other	4		—		—		—
Total restricted cash	$	4	$	947	$	680	$	947

Schedule of inventories by major category

Inventories by Major Category

	March 31, 2013		December 31, 2012
Materials and supplies	$	206	$	201
Fuel stock	176		168
Natural gas in storage	26		24
Total inventories	$	408	$	393

Summary of other investments

Other Investments

	March 31, 2013		December 31, 2012
Nuclear plant decommissioning trust	$	701	$	654
Assets related to employee benefit plans, including employee savings programs, net of distributions	70		70
Land	40		41
Miscellaneous other	3		2
Total other investments	$	814	$	767

Summary of investments in the fund

A summary of investments in the fund follows:

	March 31, 2013
	Cost (a)		Unrealized gain		Unrealized loss			Fair market value
Debt securities (b)	$	252	$	15	$	(1	)	$	266
Equity securities (c)	247		198		(10		)	435
Total	$	499	$	213	$	(11	)	$	701

	December 31, 2012
	Cost (a)		Unrealized gain		Unrealized loss			Fair market value
Debt securities (b)	$	246	$	16	$	(1	)	$	261
Equity securities (c)	245		161		(13		)	393
Total	$	491	$	177	$	(14	)	$	654

____________

(a) Includes realized gains and losses on securities sold.

(b) The investment objective for debt securities is to invest in a diversified tax efficient portfolio with an overall portfolio rating of AA or above as graded by S&P or Aa2 by Moody's. The debt securities are heavily weighted with municipal bonds. The debt securities had an average coupon rate of 4.29% and 4.38% at March 31, 2013 and December 31, 2012, respectively, and an average maturity of 10 and 6 years at March 31, 2013 and December 31, 2012, respectively.

(c) The investment objective for equity securities is to invest tax efficiently and to match the performance of the S&P 500 Index.

Summary of proceeds from sales of available-for-sale securities and the related realized gains and losses from such sales

The following table summarizes proceeds from sales of available-for-sale securities and the related realized gains and losses from such sales.

	Three Months Ended March 31,
	2013			2012
Realized gains	$	—		$	—
Realized losses	$	—		$	—
Proceeds from sales of securities	$	41		$	10
Investments in securities	$	(45	)	$	(14	)

Schedule of asset retirement and mining reclamation obligations

The following table summarizes the changes to these obligations, reported in other current liabilities and other noncurrent liabilities and deferred credits in the balance sheet, for the three months ended March 31, 2013:

	Nuclear Plant Decommissioning		Mining Land Reclamation and Other			Total
Liability at December 31, 2012	$	368	$	168		$	536
Additions:
Accretion	6		8			14
Reductions:
Payments	—		(25		)	(25		)
Liability at March 31, 2013	374		151			525
Less amounts due currently	—		(76		)	(76		)
Noncurrent liability at March 31, 2013	$	374	$	75		$	449

Schedule of other noncurrent liabilities and deferred credits

Other Noncurrent Liabilities and Deferred Credits

The balance of other noncurrent liabilities and deferred credits consists of the following:

	March 31, 2013		December 31, 2012
Uncertain tax positions (including accrued interest)	$	1,079	$	2,005
Retirement plan and other employee benefits (a)	1,038		1,035
Asset retirement and mining reclamation obligations	449		452
Unfavorable purchase and sales contracts	614		620
Nuclear decommissioning cost over-recovery (Note 11)	326		284
Other	54		30
Total other noncurrent liabilities and deferred credits	$	3,560	$	4,426

____________

(a) Includes $825 million at both March 31, 2013 and December 31, 2012, representing pension and OPEB liabilities related to Oncor (see Note 11).

Schedule of estimated amortization of unfavorable purchase and sales contracts for each of the next five fiscal years

The estimated amortization of unfavorable purchase and sales contracts for each of the next five fiscal years is as follows:

Year	Amount
2013	$	26
2014	$	25
2015	$	25
2016	$	25
2017	$	25

Schedule of supplemental cash flow information

Supplemental Cash Flow Information

	Three Months Ended March 31,
	2013			2012
Cash payments (receipts) related to:
Interest paid (a)	$	731		$	546
Capitalized interest	(7		)	(9		)
Interest paid (net of capitalized interest) (a)	$	724		$	537
Income taxes	$	—		$	1
Noncash investing and financing activities:
Construction expenditures (b)	$	57		$	86
Debt exchange and extension transactions (Note 5)	$	(326	)	$	—

____________

(a) Net of interest received on interest rate swaps.

(b) Represents end-of-period accruals.

XML

Business And Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Business And Significant Accounting Policies

BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

References in this report to "we," "our," "us" and "the company" are to EFH Corp. and/or its subsidiaries, as apparent in the context. See "Glossary" for defined terms.

EFH Corp., a Texas corporation, is a Dallas-based holding company that conducts its operations principally through its TCEH and Oncor subsidiaries. EFH Corp. is a subsidiary of Texas Holdings, which is controlled by the Sponsor Group. EFCH is a holding company and a wholly-owned subsidiary of EFH Corp., and TCEH is a wholly-owned subsidiary of EFCH. TCEH is a holding company for subsidiaries engaged in competitive electricity market activities largely in Texas, including electricity generation, wholesale energy sales and purchases, commodity risk management and trading activities, and retail electricity sales. EFIH is a holding company and a wholly-owned subsidiary of EFH Corp. Oncor Holdings, a holding company and a wholly-owned subsidiary of EFIH, holds an approximate 80% equity interest in Oncor. Oncor is engaged in regulated electricity transmission and distribution operations in Texas. Oncor provides distribution services to REPs, including subsidiaries of TCEH, which sell electricity to residential, business and other consumers. Oncor (and its majority owner, Oncor Holdings) are not consolidated in EFH Corp.'s financial statements in accordance with consolidation accounting standards related to variable interest entities (VIEs) (see Note 2).

TCEH operates largely in the ERCOT market, and wholesale electricity prices in that market have generally moved with the price of natural gas. Wholesale electricity prices have significant implications to its profitability and cash flows and, accordingly, the value of its business.

Various "ring-fencing" measures have been taken to enhance the credit quality of Oncor. Such measures include, among other things: the sale of a 19.75% equity interest in Oncor to Texas Transmission in November 2008; maintenance of separate books and records for the Oncor Ring-Fenced Entities; Oncor's board of directors being comprised of a majority of independent directors, and prohibitions on the Oncor Ring-Fenced Entities providing credit support to, or receiving credit support from, any member of the Texas Holdings Group. The assets and liabilities of the Oncor Ring-Fenced Entities are separate and distinct from those of the Texas Holdings Group, and none of the assets of the Oncor Ring-Fenced Entities are available to satisfy the debt or contractual obligations of any member of the Texas Holdings Group. Moreover, Oncor's operations are conducted, and its cash flows managed, independently from the Texas Holdings Group.

We have two reportable segments: the Competitive Electric segment, consisting largely of TCEH, and the Regulated Delivery segment, consisting largely of our investment in Oncor. See Note 12 for further information concerning reportable business segments.

Liquidity Considerations

EFH Corp.'s competitive business has been and is expected to continue to be adversely affected by the sustained decline in natural gas prices and its effect on wholesale and retail electricity prices in ERCOT. Further, the remaining natural gas hedges that TCEH entered into when forward market prices of natural gas were significantly higher than current prices will mature in 2013 and 2014. These market conditions challenge the long-term profitability and operating cash flows of EFH Corp.'s competitive businesses and the ability to support their significant interest payments and debt maturities, and could adversely impact their ability to obtain additional liquidity and service, refinance and/or extend the maturities of their outstanding debt.

Note 5 provides the details of EFH Corp.'s and its consolidated subsidiaries' short-term borrowings and long-term debt, including principal amounts and maturity dates, as well as details of recent debt activity, including the three-year extension of the portion of the TCEH Revolving Credit Facility that would have expired in 2013. At March 31, 2013, TCEH had $1.7 billion of cash and cash equivalents and $212 million of available capacity under its letter of credit facility. Based on the current forecast of cash from operating activities, which reflects current forward market electricity prices, projected capital expenditures and other cash flows, we expect that TCEH will have sufficient liquidity to meets its obligations until October 2014, at which time a total of $3.8 billion of the TCEH Term Loan Facilities matures. TCEH's ability to satisfy this obligation is dependent upon the implementation of one or more of the actions described immediately below.

EFH Corp. and its subsidiaries (other than Oncor Holdings and its subsidiaries) continue to consider and evaluate possible transactions and initiatives to address their highly leveraged balance sheets and significant cash interest requirements and will likely from time to time enter into discussions with their lenders and bondholders with respect to such transactions and initiatives. These transactions and initiatives may include, among others, debt for debt exchanges, recapitalizations, amendments to and extensions of debt obligations and debt for equity exchanges or conversions, including exchanges or conversions of debt of EFH Corp., EFIH, EFCH and TCEH into equity of EFH Corp., EFIH, EFCH, TCEH and/or any of their subsidiaries. These actions could result in holders of EFH Corp., EFIH and TCEH debt instruments not recovering the full principal amount of those obligations.

Discussions with Creditors

We recently engaged in discussions with certain unaffiliated holders of first lien senior secured claims against EFCH, TCEH and certain of TCEH's subsidiaries (the Creditors) with respect to our capital structure, including the possibility of a restructuring transaction. During the discussions, proposed changes to our capital structure were presented to the Creditors. The proposed changes included a consensual restructuring of TCEH's debt under which EFCH, TCEH, and certain of TCEH's subsidiaries would implement a prepackaged plan of reorganization by commencing voluntary cases under Chapter 11 of the United States Bankruptcy Code. Under this proposed plan, the TCEH first lien creditors would exchange their claims for a combination of EFH Corp. equity and cash or new long-term debt of TCEH, and the Sponsors would continue to hold an equity investment in EFH Corp. The Sponsors communicated a willingness to contribute new equity capital to EFH Corp. to facilitate implementation of the proposed plan in an amount that would provide substantial additional liquidity to EFH Corp. and EFIH, provided that in such circumstances the Sponsors would receive additional equity of EFH Corp. Following implementation of the proposed plan, EFH Corp. would continue to hold all of the equity interests in EFCH and EFIH, EFCH would continue to hold all of the equity interests in TCEH, and EFIH would continue to hold all of the equity interests in Oncor Holdings. We and the Creditors have not reached agreement on the terms of any change in our capital structure and are currently not engaged in ongoing negotiations. We will continue to consider and evaluate a range of future changes to our capital structure, in addition to the proposed changes described above. In addition, we and the Sponsors may engage from time to time in additional discussions, which may include proposed changes to our capital structure, with the Creditors, other creditors and their professional advisors.

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with US GAAP and on the same basis as the audited financial statements included in our 2012 Form 10-K. Investments in unconsolidated subsidiaries, which are 50% or less owned and/or do not meet accounting standards criteria for consolidation, are accounted for under the equity method (see Note 2). Adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations and financial position have been included therein. All intercompany items and transactions have been eliminated in consolidation. Any acquisitions of outstanding debt for cash, including notes that had been issued in lieu of cash interest, are presented in the financing activities section of the statement of cash flows. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with US GAAP have been omitted pursuant to the rules and regulations of the SEC. Because the condensed consolidated interim financial statements do not include all of the information and footnotes required by US GAAP, they should be read in conjunction with the audited financial statements and related notes included in our 2012 Form 10-K. The results of operations for an interim period may not give a true indication of results for a full year. All dollar amounts in the financial statements and tables in the notes are stated in millions of US dollars unless otherwise indicated.

Use of Estimates

Preparation of financial statements requires estimates and assumptions about future events that affect the reporting of assets and liabilities at the balance sheet dates and the reported amounts of revenue and expense, including fair value measurements. In the event estimates and/or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information.

XML

Business And Significant Accounting Policies (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended								3 Months Ended
	Mar. 31, 2013 Reportable_segment	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011	Nov. 30, 2008 Oncor [Member]	Mar. 31, 2013 Energy Future Intermediate Holding CO LLC [Member] Oncor [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Line of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Revolving Credit Facility maturing October 2013 [Member] Revolving Credit Facility [Member]	Mar. 31, 2013 Letter of Credit Facility maturing October 2017 [Member] Letter of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 TCEH Term Loan Facilities maturing October 10, 2014 [Member] Line of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member]		Dec. 31, 2012 TCEH Term Loan Facilities maturing October 10, 2014 [Member] Line of Credit [Member] Texas Competitive Electric Holdings Company LLC [Member]
Business and Significant Accounting Policies
Equity method investment, ownership (as a percent)						80.00%
Sale of equity ownership interest (as a percent)					19.75%
Number of reportable segments (in reportable segments)	2
Revolving Credit Facility Extension									3 years
Cash and cash equivalents	$ 2,311	$ 1,913	$ 1,141	$ 826			$ 1,700
Resticted cash, additional letters of credit that can be supported										212
Long-term debt, gross								$ 22,616			$ 3,809	[1],[2]	$ 3,809	[1],[2]
Equity method investment, Maximum ownership percentage for accounting treatment (as a percent)	50.00%

[1] Interest rate swapped to fixed on $18.265 billion principal amount of maturities through October 2014 and up to an aggregate $12.6 billion principal amount from October 2014 through October 2017.

[2] Interest rates in effect at March 31, 2013.

XML

Goodwill And Identifiable Intangible Assets (Estimated Amortization of Intangible Assets) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013
Future Amortization Expense
2013	$ 136
2014	119
2015	108
2016	88
2017	$ 68

XML

Equity (Accumulated Other Comprehensive Income (Loss)) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended						3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Dedesignated Cash Flow Hedges – Interest Rate Swaps [Member]	Dec. 31, 2012 Dedesignated Cash Flow Hedges – Interest Rate Swaps [Member]	Mar. 31, 2013 Pension and Other Postretirement Employee Benefit Liabilities Adjustments [Member]	Dec. 31, 2012 Pension and Other Postretirement Employee Benefit Liabilities Adjustments [Member]	Mar. 31, 2013 Reclassification out of Accumulated Other Comprehensive Income [Member]	Mar. 31, 2013 Reclassification out of Accumulated Other Comprehensive Income [Member] Dedesignated Cash Flow Hedges – Interest Rate Swaps [Member]	Mar. 31, 2013 Reclassification out of Accumulated Other Comprehensive Income [Member] Pension and Other Postretirement Employee Benefit Liabilities Adjustments [Member]
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Balance at December 31, 2012	$ (47)		$ (61)	$ (64)	$ 15	$ 17
Amounts reclassified from accumulated other comprehensive income (loss) and reported in:
Operating costs							(1)	0	(1)
Selling, general and administrative expenses	(162)	(158)					(1)	0	(1)
Interest expense and related charges (Note 13)	(784)	(785)					4	4	0
Other							(1)	0	(1)
Income tax benefit	475	180					0	(1)	1
Total other comprehensive income	1	8					1	3	(2)
Balance at March 31, 2013	$ (46)		$ (61)	$ (64)	$ 15	$ 17

XML

Supplementary Financial Information (Property, Plant and Equipment) (Details) (USD $)	Mar. 31, 2013	Dec. 31, 2012
Supplementary Financial Information [Abstract]
Property, plant and equipment — net (Note 13)	$ 18,496,000,000	$ 18,705,000,000
Less accumulated amortization/depreciation	$ 7,200,000,000	$ 6,900,000,000

XML

Condensed Statements Of Consolidated Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Operating revenues	$ 1,260	$ 1,222
Fuel, purchased power costs and delivery fees	(636)	(628)
Net gain (loss) from commodity hedging and trading activities	(197)	368
Operating costs	(229)	(207)
Depreciation and amortization	(351)	(337)
Selling, general and administrative expenses	(162)	(158)
Franchise and revenue-based taxes	(17)	(19)
Other income (Note 13)	8	7
Other deductions (Note 13)	(3)	(6)
Interest income	0	2
Interest expense and related charges (Note 13)	(784)	(785)
Loss before income taxes and equity in earnings of unconsolidated subsidiaries	(1,111)	(541)
Income tax benefit	475	180
Equity in earnings of unconsolidated subsidiaries (net of tax) (Note 2)	67	57
Net loss	$ (569)	$ (304)

XML

Short-Term Borrowings And Long-Term Debt (Long-Term Debt) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Debt Instrument [Line Items]
Debt and capital lease obligations	$ 38,096		$ 37,918
Long-term debt due currently	(90)		(103)
Total long-term debt	38,006		37,815
Consolidation, Eliminations [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,664		6,759
EFH Corp. [Member]
Debt Instrument [Line Items]
Unamortized fair value premium (discount)	(128)	[1]	(137)	[1]
Debt and capital lease obligations	579		1,840
EFH Corp. [Member] | Senior Secured Debt [Member] | 10% Fixed Senior Secured First Lien Notes due January 15, 2020 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	3		1,061
Stated interest rate (as a percent)	10.00%
EFH Corp. [Member] | Senior Secured Debt [Member] | 9.75% Fixed Senior Secured First Lien Notes due October 15, 2019 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	2		115
Stated interest rate (as a percent)	9.75%
EFH Corp. [Member] | Fixed Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	60
EFH Corp. [Member] | Fixed Senior Notes [Member] | 10.875% Fixed Senior Notes due November 1, 2017 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	33	[2]	64	[2]
Stated interest rate (as a percent)	10.875%	[2]
EFH Corp. [Member] | Fixed Senior Notes [Member] | 10.875% Fixed Senior Notes due November 1, 2017 [Member] | Consolidation, Eliminations [Member]
Debt Instrument [Line Items]
Long-term debt, gross	0		1,685
EFH Corp. [Member] | Fixed Senior Notes [Member] | 11.25 / 12.00% Senior Toggle Notes due November 1, 2017 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	27	[2]	60	[2]
EFH Corp. [Member] | Fixed Senior Notes [Member] | 11.25 / 12.00% Senior Toggle Notes due November 1, 2017 [Member] | Consolidation, Eliminations [Member]
Debt Instrument [Line Items]
Long-term debt, gross	0		3,441
EFH Corp. [Member] | Fixed Senior Notes [Member] | 5.55% Fixed Series P Senior Notes due November 15, 2014 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	90	[2]	92	[2]
Stated interest rate (as a percent)	5.55%
EFH Corp. [Member] | Fixed Senior Notes [Member] | 5.55% Fixed Series P Senior Notes due November 15, 2014 [Member] | Consolidation, Eliminations [Member]
Debt Instrument [Line Items]
Long-term debt, gross	281		279
EFH Corp. [Member] | Fixed Senior Notes [Member] | 6.50% Fixed Series Q Senior Notes due November 15, 2024 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	201	[2]	230	[2]
Stated interest rate (as a percent)	6.50%
EFH Corp. [Member] | Fixed Senior Notes [Member] | 6.50% Fixed Series Q Senior Notes due November 15, 2024 [Member] | Consolidation, Eliminations [Member]
Debt Instrument [Line Items]
Long-term debt, gross	545		516
EFH Corp. [Member] | Fixed Senior Notes [Member] | 6.55% Fixed Series R Senior Notes due November 15, 2034 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	291	[2]	291	[2]
Stated interest rate (as a percent)	6.55%
EFH Corp. [Member] | Fixed Senior Notes [Member] | 6.55% Fixed Series R Senior Notes due November 15, 2034 [Member] | Consolidation, Eliminations [Member]
Debt Instrument [Line Items]
Long-term debt, gross	456		456
EFH Corp. [Member] | Building Financing [Member] | 8.82% Building Financing due semiannually through February 11, 2022 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	50	[3]	53	[3]
Unamortized fair value premium (discount)	10	[1],[3]	11	[1],[3]
Stated interest rate (as a percent)	8.82%
EFH Corp. [Member] | Long-term debt and capital lease obligations excluding pollution control revenue bonds, current [Member]
Debt Instrument [Line Items]
Long-term debt due currently	(30)
Energy Future Intermediate Holding CO LLC [Member]
Debt Instrument [Line Items]
Unamortized premium	344		351
Unamortized discount	(154)		(131)
Debt and capital lease obligations	7,726		6,504
Energy Future Intermediate Holding CO LLC [Member] | Senior Secured Debt [Member] | 6.875% Senior Secured First Lien Notes due August 15, 2017 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	503		503
Stated interest rate (as a percent)	6.875%
Energy Future Intermediate Holding CO LLC [Member] | Senior Secured Debt [Member] | 10% Fixed Senior Secured First Lien Notes due December 1, 2020 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	3,482		2,180
Stated interest rate (as a percent)	10.00%
Energy Future Intermediate Holding CO LLC [Member] | Senior Secured Debt [Member] | 11% Fixed Senior Secured Second Lien Notes due October 1, 2021 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	406		406
Stated interest rate (as a percent)	11.00%
Energy Future Intermediate Holding CO LLC [Member] | Senior Secured Debt [Member] | 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,750		1,750
Stated interest rate (as a percent)	11.75%
Energy Future Intermediate Holding CO LLC [Member] | Senior Secured Debt [Member] | 9.75% Fixed Senior Secured First Lien Notes due October 15, 2019 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	2		141
Stated interest rate (as a percent)	9.75%
Energy Future Intermediate Holding CO LLC [Member] | Fixed Senior Notes [Member] | 11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,393		1,304
Energy Future Competitive Holdings Company [Member]
Debt Instrument [Line Items]
Unamortized fair value premium (discount)	(7)	[1]	(7)	[1]
Debt and capital lease obligations	75		76
Energy Future Competitive Holdings Company [Member] | Fixed Notes [Member] | 9.58% Fixed Notes due in annual installments through December 4, 2019 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	35	[4]	35	[4]
Stated interest rate (as a percent)	9.58%	[4]
Energy Future Competitive Holdings Company [Member] | Fixed Notes [Member] | 8.254% Fixed Notes due in quarterly installments through December 31, 2021 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	38	[4]	39	[4]
Stated interest rate (as a percent)	8.254%	[4]
Energy Future Competitive Holdings Company [Member] | Junior Subordinated Debentures [Member] | Floating Rate Junior Subordinated Debentures, Series D due January 30, 2037 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1	[5]	1	[5]
Effective interest rate (as a percent)	1.099%	[5]
Energy Future Competitive Holdings Company [Member] | Junior Subordinated Debentures [Member] | 8.175% Fixed Junior Subordinated Debentures, Series E due January 30, 2037 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	8		8
Stated interest rate (as a percent)	8.175%
Texas Competitive Electric Holdings Company LLC [Member]
Debt Instrument [Line Items]
Capital lease obligations	62		64
Other	3		3
Unamortized discount	(119)		(10)
Unamortized fair value premium (discount)	(1)	[1]	(1)	[1]
Debt and capital lease obligations	29,716		29,498
Texas Competitive Electric Holdings Company LLC [Member] | Pollution control revenue bonds [Member]
Debt Instrument [Line Items]
Unamortized fair value premium (discount)	(110)	[1]	(112)	[1]
Long-term debt due currently	(60)
Texas Competitive Electric Holdings Company LLC [Member] | Senior Secured Debt [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,571
Texas Competitive Electric Holdings Company LLC [Member] | Senior Secured Debt [Member] | 11.5% Fixed Senior Secured Notes due October 1, 2020 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,750		1,750
Stated interest rate (as a percent)	11.50%
Texas Competitive Electric Holdings Company LLC [Member] | Senior Secured Debt [Member] | 15% Fixed Senior Secured Second Lien Notes due April 1, 2021 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	336		336
Stated interest rate (as a percent)	15.00%
Texas Competitive Electric Holdings Company LLC [Member] | Senior Secured Debt [Member] | 15% Fixed Senior Secured Second Lien Notes due April 1, 2021, Series B [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,235		1,235
Stated interest rate (as a percent)	15.00%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed Senior Notes [Member]
Debt Instrument [Line Items]
Long-term debt, gross	4,874
Texas Competitive Electric Holdings Company LLC [Member] | Fixed Senior Notes [Member] | 10.25% Fixed Senior Notes due November 1, 2015 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,833	[2]	1,833	[2]
Stated interest rate (as a percent)	10.25%	[2]
Texas Competitive Electric Holdings Company LLC [Member] | Fixed Senior Notes [Member] | 10.25% Fixed Senior Notes due November 1, 2015 [Member] | Consolidation, Eliminations [Member]
Debt Instrument [Line Items]
Long-term debt, gross	213		213
Texas Competitive Electric Holdings Company LLC [Member] | Fixed Senior Notes [Member] | 10.25% Fixed Senior Notes due November 1, 2015, Series B [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,292	[2]	1,292	[2]
Stated interest rate (as a percent)	10.25%	[2]
Texas Competitive Electric Holdings Company LLC [Member] | Fixed Senior Notes [Member] | 10.25% Fixed Senior Notes due November 1, 2015, Series B [Member] | Consolidation, Eliminations [Member]
Debt Instrument [Line Items]
Long-term debt, gross	150		150
Texas Competitive Electric Holdings Company LLC [Member] | Fixed Senior Notes [Member] | 10.50 / 11.25% Senior Toggle Notes due November 1, 2016 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,749		1,749
Texas Competitive Electric Holdings Company LLC [Member] | Fixed Senior Notes [Member] | 7% Fixed Senior Notes due March 15, 2013 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	0		5
Stated interest rate (as a percent)	7.00%
Texas Competitive Electric Holdings Company LLC [Member] | Term loan Facilities [Member]
Debt Instrument [Line Items]
Long-term debt, gross	22,616
Texas Competitive Electric Holdings Company LLC [Member] | Term loan Facilities [Member] | TCEH Term Loan Facilities maturing October 10, 2014 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	3,809	[5],[6]	3,809	[5],[6]
Interest rate at period end (as a percent)	3.733%	[5],[6]
Texas Competitive Electric Holdings Company LLC [Member] | Term loan Facilities [Member] | Term Loan Facilities maturing October 2014 [Member]
Debt Instrument [Line Items]
Notional amount of interest rate derivatives	18,265	[7]
Texas Competitive Electric Holdings Company LLC [Member] | Term loan Facilities [Member] | Term Loan Facilities maturing from October 2014 through October 2017 [Member]
Debt Instrument [Line Items]
Notional amount of interest rate derivatives	12,600	[8]
Texas Competitive Electric Holdings Company LLC [Member] | Term loan Facilities [Member] | Term Loan Facilities maturing October 10, 2017 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	15,691	[2],[5],[6]	15,351	[2],[5],[6]
Interest rate at period end (as a percent)	4.732%	[2],[5],[6]
Texas Competitive Electric Holdings Company LLC [Member] | Term loan Facilities [Member] | Term Loan Facilities maturing October 10, 2017 [Member] | Consolidation, Eliminations [Member]
Debt Instrument [Line Items]
Long-term debt, gross	19		19
Texas Competitive Electric Holdings Company LLC [Member] | Letter of Credit [Member] | Letter of Credit Facility maturing October 2014 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	42	[5]	42	[5]
Interest rate at period end (as a percent)	3.704%	[5]
Texas Competitive Electric Holdings Company LLC [Member] | Letter of Credit [Member] | TCEH Letter of Credit Facility maturing October 10, 2017 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	1,020	[5]	1,020	[5]
Interest rate at period end (as a percent)	4.704%	[5]
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 5.40% Fixed Series 1994A due May 1, 2029 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	39		39
Stated interest rate (as a percent)	5.40%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 7.70% Fixed Series 1999A due April 1, 2033 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	111		111
Stated interest rate (as a percent)	7.70%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 6.75% Fixed Series 1999B due September 1, 2034, remarketing date April 1, 2013 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	16	[9]	16	[9]
Stated interest rate (as a percent)	6.75%	[9]
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 7.70% Fixed Series 1999C due March 1, 2032 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	50		50
Stated interest rate (as a percent)	7.70%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 8.25% Fixed Series 2001A due October 1, 2030 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	71		71
Stated interest rate (as a percent)	8.25%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 8.25% Fixed Series 2001D-1 due May 1, 2033 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	171		171
Stated interest rate (as a percent)	8.25%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | Floating Series 2001D-2 due May 1, 2033 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	97	[10]	97	[10]
Effective interest rate (as a percent)	0.134%	[10]
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | Floating Taxable Series 2001I due December 1, 2036 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	62	[11]	62	[11]
Effective interest rate (as a percent)	0.32%	[11]
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | Floating Series 2002A due May 1, 2037 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	45	[10]	45	[10]
Effective interest rate (as a percent)	0.134%	[10]
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 6.75% Fixed Series 2003A due April 1, 2038, remarketing date April 1, 2013 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	44	[9]	44	[9]
Stated interest rate (as a percent)	6.75%	[9]
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 6.30% Fixed Series 2003B due July 1, 2032 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	39		39
Stated interest rate (as a percent)	6.30%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 6.75% Fixed Series 2003C due October 1, 2038 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	52		52
Stated interest rate (as a percent)	6.75%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 5.40% Fixed Series 2003D due October 1, 2029, remarketing date October 1, 2014 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	31	[9]	31	[9]
Stated interest rate (as a percent)	5.40%	[9]
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 5.00% Fixed Series 2006 due March 1, 2041 [Member] | Brazos River Authority [Member]
Debt Instrument [Line Items]
Long-term debt, gross	100		100
Stated interest rate (as a percent)	5.00%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 6.45% Fixed Series 2000A due June 1, 2021 [Member] | Sabine River Authority of Texas [Member]
Debt Instrument [Line Items]
Long-term debt, gross	51		51
Stated interest rate (as a percent)	6.45%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 5.20% Fixed Series 2001C due May 1, 2028 [Member] | Sabine River Authority of Texas [Member]
Debt Instrument [Line Items]
Long-term debt, gross	70		70
Stated interest rate (as a percent)	5.20%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 5.80% Fixed Series 2003A due July 1, 2022 [Member] | Sabine River Authority of Texas [Member]
Debt Instrument [Line Items]
Long-term debt, gross	12		12
Stated interest rate (as a percent)	5.80%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 6.15% Fixed Series 2003B due August 1, 2022 [Member] | Sabine River Authority of Texas [Member]
Debt Instrument [Line Items]
Long-term debt, gross	45		45
Stated interest rate (as a percent)	6.15%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed/Floating Series [Member] | 6.25% Fixed Series 200A due May 1, 2028 [Member] | Trinity River Authority of Texas [Member]
Debt Instrument [Line Items]
Long-term debt, gross	14		14
Stated interest rate (as a percent)	6.25%
Texas Competitive Electric Holdings Company LLC [Member] | Fixed Secured Facility Bonds [Member] | 7.46% Fixed Secured Facility Bonds with amortizing payments through January 2015 [Member]
Debt Instrument [Line Items]
Long-term debt, gross	$ 4		$ 12
Stated interest rate (as a percent)	7.46%
Minimum [Member] | EFH Corp. [Member] | Fixed Senior Notes [Member] | 11.25 / 12.00% Senior Toggle Notes due November 1, 2017 [Member]
Debt Instrument [Line Items]
Effective interest rate (as a percent)	11.25%	[2]
Minimum [Member] | Energy Future Intermediate Holding CO LLC [Member] | Fixed Senior Notes [Member] | 11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]
Debt Instrument [Line Items]
Effective interest rate (as a percent)	11.25%	[2]
Minimum [Member] | Texas Competitive Electric Holdings Company LLC [Member] | Fixed Senior Notes [Member] | 10.50 / 11.25% Senior Toggle Notes due November 1, 2016 [Member]
Debt Instrument [Line Items]
Effective interest rate (as a percent)	10.50%
Maximum [Member] | EFH Corp. [Member] | Fixed Senior Notes [Member] | 11.25 / 12.00% Senior Toggle Notes due November 1, 2017 [Member]
Debt Instrument [Line Items]
Effective interest rate (as a percent)	12.00%	[2]
Maximum [Member] | Energy Future Intermediate Holding CO LLC [Member] | Fixed Senior Notes [Member] | 11.25%/ 12.25% Senior Toggle Notes due December 1, 2018 [Member]
Debt Instrument [Line Items]
Effective interest rate (as a percent)	12.25%	[2]
Maximum [Member] | Texas Competitive Electric Holdings Company LLC [Member] | Fixed Senior Notes [Member] | 10.50 / 11.25% Senior Toggle Notes due November 1, 2016 [Member]
Debt Instrument [Line Items]
Effective interest rate (as a percent)	11.25%

[1] Amount represents unamortized fair value adjustments recorded under purchase accounting.

[2] Excludes the following debt held by EFIH or EFH Corp. (parent entity) and eliminated in consolidation: March 31, 2013 December 31, 2012EFH Corp. 10.875% Fixed Senior Notes due November 1, 2017$— $1,685EFH Corp. 11.25 / 12.00% Senior Toggle Notes due November 1, 2017— 3,441EFH Corp. 5.55% Fixed Series P Senior Notes due November 15, 2014281 279EFH Corp. 6.50% Fixed Series Q Senior Notes due November 15, 2024545 516EFH Corp. 6.55% Fixed Series R Senior Notes due November 15, 2034456 456TCEH 4.732% Term Loan Facilities maturing October 10, 201719 19TCEH 10.25% Fixed Senior Notes due November 1, 2015213 213TCEH 10.25% Fixed Senior Notes due November 1, 2015, Series B150 150Total$1,664 $6,759

[3] This financing is the obligation of a subsidiary of EFH Corp. and will be serviced with cash drawn by the beneficiary of a letter of credit that was previously issued to secure the obligation.

[4] EFCH's obligations with respect to these financings are guaranteed by EFH Corp. and secured on a first-priority basis by, among other things, an undivided interest in the Comanche Peak nuclear generation facility.

[5] Interest rates in effect at March 31, 2013.

[6] Interest rate swapped to fixed on $18.265 billion principal amount of maturities through October 2014 and up to an aggregate $12.6 billion principal amount from October 2014 through October 2017.

[7] Swaps related to an aggregate $600 million principal amount of debt expired in 2013. Per the terms of the transactions, the notional amount of swaps entered into in 2011 grew by $405 million in 2013, substantially offsetting the expired swaps.

[8] These swaps are effective from October 2014 through October 2017. The $12.6 billion notional amount of swaps includes $3 billion that expires in October 2015 with the remainder expiring in October 2017.

[9] These series are in the multiannual interest rate mode and are subject to mandatory tender prior to maturity on the mandatory remarketing date. On such date, the interest rate and interest rate period will be reset for the bonds.

[10] Interest rates in effect at March 31, 2013. These series are in a daily interest rate mode and are classified as long-term as they are supported by long-term irrevocable letters of credit.

[11] Interest rate in effect at March 31, 2013. This series is in a weekly interest rate mode and is classified as long-term as it is supported by long-term irrevocable letters of credit.

XML

Condensed Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Current assets:
Cash and cash equivalents	$ 2,311	$ 1,913
Restricted cash (Note 13)	4	680
Trade accounts receivable — net (includes $373 and $445 in pledged amounts related to a VIE (Notes 2 and 4))	569	718
Inventories (Note 13)	408	393
Commodity and other derivative contractual assets (Note 9)	1,328	1,595
Margin deposits related to commodity positions	127	71
Other current assets	111	143
Total current assets	4,858	5,513
Restricted cash (Note 13)	947	947
Receivable from unconsolidated subsidiary (Note 11)	825	825
Investment in unconsolidated subsidiary (Note 2)	5,886	5,850
Other investments (Note 13)	814	767
Property, plant and equipment — net (Note 13)	18,496	18,705
Goodwill (Note 3)	4,952	4,952
Identifiable intangible assets — net (Note 3)	1,735	1,755
Commodity and other derivative contractual assets (Note 9)	424	586
Other noncurrent assets, primarily unamortized debt amendment and issuance costs	1,168	1,070
Total assets	40,105	40,970
Current liabilities:
Short-term borrowings (includes $89 and $82 related to a VIE (Notes 2 and 5))	2,143	2,136
Long-term debt due currently (Note 5)	90	103
Trade accounts payable	411	394
Net payables due to unconsolidated subsidiary (Note 11)	75	19
Commodity and other derivative contractual liabilities (Note 9)	1,107	1,044
Margin deposits related to commodity positions	457	600
Accumulated deferred income taxes	43	48
Accrued interest	721	571
Other current liabilities	360	353
Total current liabilities	5,407	5,268
Accumulated deferred income taxes	3,213	2,828
Commodity and other derivative contractual liabilities (Note 9)	1,407	1,556
Long-term debt, less amounts due currently (Note 5)	38,006	37,815
Other noncurrent liabilities and deferred credits (Note 13)	3,560	4,426
Total liabilities	51,593	51,893
Commitments and Contingencies (Note 6)
Equity (Note 7):
EFH Corp. shareholders' equity	(11,591)	(11,025)
Noncontrolling interests in subsidiaries	103	102
Total equity	(11,488)	(10,923)
Total liabilities and equity	$ 40,105	$ 40,970

XML

Commodity And Other Derivative Contractual Assets And Liabilities (Derivative Assets and Liabilities From Balance Sheet to Net Amounts After Consideration Netting Arrangements with Counterparties and Financial Collateral) (Details) (USD $)	Mar. 31, 2013		Dec. 31, 2012
Derivatives, Fair Value [Line Items]
Derivative Assets (Liability), Fair Value, Amount Offset Against Collateral, Secured By First Lien Interest in Subsidiary	$ 1,300,000,000
Derivative assets: Amounts Presented in Balance Sheet	1,752,000,000		2,181,000,000
Derivative assets: Offsetting Financial Instruments	(1,132,000,000)	[1]	(1,397,000,000)	[1]
Derivative assets: Financial Collateral (Received) Pledged	(454,000,000)	[2]	(597,000,000)	[2]
Derivative assets: Net Amounts	166,000,000	[3]	187,000,000
Derivative liabilities: Amounts Presented in Balance Sheet	(2,514,000,000)		(2,600,000,000)
Derivative liabilities: Offsetting Financial Instruments	1,132,000,000	[1]	1,397,000,000	[1]
Derivative liabilities: Financial Collateral (Received) Pledged	89,000,000	[2]	29,000,000	[2]
Derivative liabilities: Net Amounts	(1,293,000,000)	[3]	(1,174,000,000)
Derivative, Fair Value, Net	(762,000,000)		(419,000,000)
Derivative (Assets) Liability, Fair Value of Collateral, Net	(365,000,000)	[2]	(568,000,000)	[2]
Derivative Assets (Liability), Fair Value, Amount Offset Against Collateral	(1,127,000,000)	[3]	(987,000,000)
Commodity contracts [Member]
Derivatives, Fair Value [Line Items]
Derivative assets: Amounts Presented in Balance Sheet	1,631,000,000		2,047,000,000
Derivative assets: Offsetting Financial Instruments	(1,011,000,000)	[1]	(1,263,000,000)	[1]
Derivative assets: Financial Collateral (Received) Pledged	(454,000,000)	[2]	(597,000,000)	[2]
Derivative assets: Net Amounts	166,000,000	[3]	187,000,000
Derivative liabilities: Amounts Presented in Balance Sheet	(460,000,000)		(383,000,000)
Derivative liabilities: Offsetting Financial Instruments	329,000,000	[1]	319,000,000	[1]
Derivative liabilities: Financial Collateral (Received) Pledged	89,000,000	[2]	29,000,000	[2]
Derivative liabilities: Net Amounts	(42,000,000)	[3]	(35,000,000)
Interest rate swaps [Member]
Derivatives, Fair Value [Line Items]
Derivative assets: Amounts Presented in Balance Sheet	121,000,000		134,000,000
Derivative assets: Offsetting Financial Instruments	(121,000,000)	[1]	(134,000,000)	[1]
Derivative assets: Financial Collateral (Received) Pledged	0	[2]	0	[2]
Derivative assets: Net Amounts	0	[3]	0
Derivative liabilities: Amounts Presented in Balance Sheet	(2,054,000,000)		(2,217,000,000)
Derivative liabilities: Offsetting Financial Instruments	803,000,000	[1]	1,078,000,000	[1]
Derivative liabilities: Financial Collateral (Received) Pledged	0	[2]	0	[2]
Derivative liabilities: Net Amounts	$ (1,251,000,000)	[3]	$ (1,139,000,000)

[1] Offsetting financial instruments with respect to commodity contracts include amounts related to interest rate swaps and vice versa. Amounts exclude trade accounts receivable and payable related to settled financial instruments.

[2] Financial collateral consists entirely of cash margin deposits.

[3] Includes net liability positions totaling approximately $1.3 billion related to counterparties with positions that are secured by a first-lien interest in the assets of TCEH on a pari passu basis with the TCEH Senior Secured Facilities and the TCEH Senior Secured Notes.

XML

Variable Interest Entities (Oncor Holdings Financial Statements) (Details) (Oncor Holdings [Member], USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Oncor Holdings [Member]
Schedule of Equity Method Investments [Line Items]
Operating revenues	$ 817	$ 783
Operation and maintenance expenses	(298)	(296)
Depreciation and amortization	(199)	(184)
Taxes other than income taxes	(102)	(102)
Other income	5	7
Other deductions	(4)	(1)
Interest income	1	8
Interest expense and related charges	(94)	(91)
Income before income taxes	126	124
Income tax expense	(41)	(52)
Net income	85	72
Net income attributable to noncontrolling interests	(18)	(15)
Net income attributable to Oncor Holdings	67	57
Current assets:
Cash and cash equivalents	21		45
Restricted cash	55		55
Trade accounts receivable — net	352		338
Trade accounts and other receivables from affiliates	121		53
Inventories	68		73
Accumulated deferred income taxes	48		26
Prepayments and other current assets	85		82
Total current assets	750		672
Restricted cash	16		16
Other investments	84		83
Property, plant and equipment — net	11,504		11,318
Goodwill	4,064		4,064
Regulatory assets — net	1,714		1,788
Other noncurrent assets	80		78
Total assets	18,212		18,019
Current liabilities:
Short-term borrowings	977		735
Long-term debt due currently	126		125
Trade accounts payable — nonaffiliates	92		121
Income taxes payable to EFH Corp.	45		34
Accrued taxes other than income	61		153
Accrued interest	89		95
Other current liabilities	101		110
Total current liabilities	1,491		1,373
Accumulated deferred income taxes	1,826		1,736
Investment tax credits	23		24
Long-term debt, less amounts due currently	5,374		5,400
Other noncurrent liabilities and deferred credits	1,943		1,999
Total liabilities	$ 10,657		$ 10,532

XML

Related Party Transactions (Narrrative) (Details) (USD $)	3 Months Ended							3 Months Ended			1 Months Ended				1 Months Ended		3 Months Ended										3 Months Ended					3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Oncor Holdings or Oncor [Member]	Mar. 31, 2012 Oncor Holdings or Oncor [Member]	Mar. 31, 2013 Oncor [Member]	Mar. 31, 2012 Oncor [Member]	Dec. 31, 2012 Oncor [Member]	Mar. 31, 2013 Sponsor Group [Member]	Mar. 31, 2012 Sponsor Group [Member]	Mar. 31, 2013 Senior Notes [Member]	Jan. 31, 2013 Energy Future Intermediate Holding CO LLC [Member] Senior Secured Debt [Member] Goldman, Sachs & Co. [Member]	Dec. 31, 2012 Energy Future Intermediate Holding CO LLC [Member] Line of Credit [Member] TCEH to EFH [Member]	Mar. 31, 2013 Energy Future Intermediate Holding CO LLC [Member] 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member] Senior Secured Debt [Member]	Dec. 31, 2012 Energy Future Intermediate Holding CO LLC [Member] 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member] Senior Secured Debt [Member]	Feb. 29, 2012 Energy Future Intermediate Holding CO LLC [Member] 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member] Senior Secured Debt [Member] Goldman, Sachs & Co. [Member]	Feb. 29, 2012 Energy Future Intermediate Holding CO LLC [Member] 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 [Member] Senior Secured Debt [Member] Affiliates of KKR and TPG Management, L.P. [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Oncor [Member] Rating-Agencies-Downgrades	Mar. 31, 2012 Texas Competitive Electric Holdings Company LLC [Member] Oncor [Member]	Dec. 31, 2012 Texas Competitive Electric Holdings Company LLC [Member] Oncor [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Senior Secured Debt [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Line of Credit [Member]	Mar. 31, 2013 Texas Competitive Electric Holdings Company LLC [Member] Senior Notes [Member]	Dec. 31, 2012 Indirect Guarantee of Indebtedness [Member] Energy Future Intermediate Holding CO LLC [Member] Line of Credit [Member] TCEH to EFH [Member]	Mar. 31, 2013 Debt held by related party [Member] Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Debt held by related party [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Notes [Member] EFH Corp. [Member]	Mar. 31, 2013 Debt held by related party [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Notes [Member] Texas Competitive Electric Holdings Company LLC [Member]	Mar. 31, 2013 Returned debt as dividend [Member] Energy Future Intermediate Holding CO LLC [Member] Senior Notes [Member]	Mar. 31, 2013 Decommisioning liablity [Member] Texas Competitive Electric Holdings Company LLC [Member] Oncor [Member]	Dec. 31, 2012 Decommisioning liablity [Member] Texas Competitive Electric Holdings Company LLC [Member] Oncor [Member]	Mar. 31, 2013 Receivable attributable to income taxes [Member] Oncor Holdings or Oncor [Member]	Dec. 31, 2012 Receivable attributable to income taxes [Member] Oncor Holdings or Oncor [Member]	Mar. 31, 2012 Agreement between parties to settle obligations under the note [Member] Texas Competitive Electric Holdings Company LLC [Member] Noninterest bearing note payable maturing in 2016 [Member] Oncor [Member]	Mar. 31, 2013 Collateral posted [Member] Texas Competitive Electric Holdings Company LLC [Member] Oncor [Member]	Dec. 31, 2012 Collateral posted [Member] Texas Competitive Electric Holdings Company LLC [Member] Oncor [Member]
Related Party Transaction [Line Items]
Selling, general and administrative expenses from transactions with related party					$ 8,000,000	$ 7,000,000		$ (10,000,000)	$ (9,000,000)
Debt issuance cost											2,000,000				7,000,000
Debt Instrument, Face Amount															1,150,000,000
Related party transaction, amounts of transaction																1,000,000	225,000,000	227,000,000
Long-term debt, gross													1,750,000,000	1,750,000,000						1,571,000,000	22,616,000,000	4,874,000,000	698,000,000	303,000,000	1,282,000,000	79,000,000
Debt Instrument, Principal Amounts Cancelled, Payment as Dividend										1,641,000,000																	6,360,000,000
Repayments of Related Party Debt																																10,000,000
Due from Affiliates												233,000,000
Increase (Decrease) In Restricted Cash Related to Settlement of Intercompany Note	(680,000,000)	0
Due to Affiliate																	121,000,000		53,000,000
Interest expense, related party																		7,000,000
Delivery fee surcharge remitted to related party																	4,000,000	4,000,000
Due to affiliate, noncurrent																												326,000,000	284,000,000
Due from affiliate, current																														45,000,000	34,000,000
Related party tax expense, due from affiliates, current			9,000,000	0
Letter of credit posted as collateral																																	10,000,000	11,000,000
Accounts receivable, related parties, noncurrent							825,000,000
Event of credit rating downgrade, letter of credit required to be posted to secure payment obligations																	$ 170,000,000
Event of credit rating downgrade, minimum number of rating agencies downgrade below investment grade (in credit agencies downgrades)																	2

XML

Variable Interest Entities (Tables)

3 Months Ended

Mar. 31, 2013

Consolidation Of Variable Interest Entities [Abstract]

Schedule of carrying amounts and classifications of the assets and liabilities related to our consolidated VIEs

The carrying amounts and classifications of the assets and liabilities related to our consolidated VIEs are as follows:

Assets:	March 31, 2013		December 31, 2012		Liabilities:	March 31, 2013		December 31, 2012
Cash and cash equivalents	$	80	$	43	Short-term borrowings	$	89	$	82
Accounts receivable	373		445		Trade accounts payable	1		1
Property, plant and equipment	136		134		Other current liabilities	9		7
Other assets, including $3 million and $12 million of current assets	11		16
Total assets	$	600	$	638	Total liabilities	$	99	$	90

Schedule of condensed statements of consolidated income of Oncor Holdings and its subsidiaries

Condensed statements of consolidated income of Oncor Holdings and its subsidiaries for the three months ended March 31, 2013 and 2012 are presented below:

	Three Months Ended March 31,
	2013			2012
Operating revenues	$	817		$	783
Operation and maintenance expenses	(298		)	(296		)
Depreciation and amortization	(199		)	(184		)
Taxes other than income taxes	(102		)	(102		)
Other income	5			7
Other deductions	(4		)	(1		)
Interest income	1			8
Interest expense and related charges	(94		)	(91		)
Income before income taxes	126			124
Income tax expense	(41		)	(52		)
Net income	85			72
Net income attributable to noncontrolling interests	(18		)	(15		)
Net income attributable to Oncor Holdings	$	67		$	57

Schedule of assets and liabilities of Oncor Holdings

Assets and liabilities of Oncor Holdings at March 31, 2013 and December 31, 2012 are presented below:

	March 31, 2013		December 31, 2012
ASSETS
Current assets:
Cash and cash equivalents	$	21	$	45
Restricted cash	55		55
Trade accounts receivable — net	352		338
Trade accounts and other receivables from affiliates	121		53
Inventories	68		73
Accumulated deferred income taxes	48		26
Prepayments and other current assets	85		82
Total current assets	750		672
Restricted cash	16		16
Other investments	84		83
Property, plant and equipment — net	11,504		11,318
Goodwill	4,064		4,064
Regulatory assets — net	1,714		1,788
Other noncurrent assets	80		78
Total assets	$	18,212	$	18,019
LIABILITIES
Current liabilities:
Short-term borrowings	$	977	$	735
Long-term debt due currently	126		125
Trade accounts payable — nonaffiliates	92		121
Income taxes payable to EFH Corp.	45		34
Accrued taxes other than income	61		153
Accrued interest	89		95
Other current liabilities	101		110
Total current liabilities	1,491		1,373
Accumulated deferred income taxes	1,826		1,736
Investment tax credits	23		24
Long-term debt, less amounts due currently	5,374		5,400
Other noncurrent liabilities and deferred credits	1,943		1,999
Total liabilities	$	10,657	$	10,532

XML

Goodwill And Identifiable Intangible Assets (Narrative) (Details) (Competitive Electric [Member], USD $) In Billions, unless otherwise specified	3 Months Ended
	Dec. 31, 2012
Competitive Electric [Member]
Goodwill and Indentifiable Intangible Assets [Line Items]
Impairment of goodwill	$ 1.2

XML

Trade Accounts Receivable And Accounts Receivable Securitization Program (Tables)

3 Months Ended

Mar. 31, 2013

Receivables [Abstract]

Schedule of program fees

Program fee amounts were as follows:

	Three Months Ended March 31,
	2013			2012
Program fees	$	2		$	2
Program fees as a percentage of average funding (annualized)	6.0		%	7.1		%

Schedule of activities from receivables company related to cash flows used by (provided to) originator under the program

Activities of TXU Energy Receivables Company and TXU Receivables Company were as follows:

	Three Months Ended March 31,
	2013			2012
Cash collections on accounts receivable	$	980		$	1,100
Face amount of new receivables purchased	(909		)	(956		)
Discount from face amount of purchased receivables	9			3
Program fees paid to financial institution	(2		)	(2		)
Servicing fees paid for recordkeeping and collection services	—			(1		)
Decrease in subordinated notes payable	(52		)	(133		)
(Increase) decrease in cash held	(33		)	—
Cash flows (provided to) used by originator under the program	$	(7	)	$	11

Schedule of trade accounts receivable and allowance for uncollectible accounts receivable

Trade Accounts Receivable

	March 31, 2013			December 31, 2012
Wholesale and retail trade accounts receivable, including $383 and $454 in pledged retail receivables	$	579		$	727
Allowance for uncollectible accounts	(10		)	(9		)
Trade accounts receivable — reported in balance sheet	$	569		$	718

Allowance for Uncollectible Accounts Receivable

	Three Months Ended March 31,
	2013			2012
Allowance for uncollectible accounts receivable at beginning of period	$	9		$	27
Increase for bad debt expense	6			5
Decrease for account write-offs	(5		)	(12		)
Allowance for uncollectible accounts receivable at end of period	$	10		$	20

XML

Supplementary Financial Information (Interest Expense and Related Charges) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Interest Expense and Related Charges [Line Items]
Interest paid/accrued (including net amounts settled/accrued under interest rate swaps)	$ 839		$ 790
Accrued interest to be paid with additional toggle notes (Note 5)	41		57
Unrealized mark-to-market net gain on interest rate swaps	(150)	[1]	(114)	[1]
Amortization of interest rate swap losses at dedesignation of hedge accounting	2		4
Amortization of fair value debt discounts resulting from purchase accounting	5		11
Amortization of debt issuance, amendment and extension costs and discounts	54		46
Capitalized interest	(7)		(9)
Total interest expense and related charges	784		785
Interest rate swaps [Member] | Texas Competitive Electric Holdings Company LLC [Member]
Interest Expense and Related Charges [Line Items]
Unrealized mark-to-market net gain on interest rate swaps	(148)		(110)
Interest rate swaps [Member] | EFH Corp. [Member]
Interest Expense and Related Charges [Line Items]
Unrealized mark-to-market net gain on interest rate swaps	$ (2)		$ (4)

[1] Three months ended March 31, 2013 and 2012 amounts include net gains totaling $148 million and $110 million, respectively, related to TCEH swaps (see Note 5) and net gains totaling $2 million and $4 million, respectively, related to EFH Corp. swaps substantially closed through offsetting positions.

XML

Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Trade accounts receivable from VIE	$ 373	$ 445
Short-term borrowings related to VIE	$ 89	$ 82

XML

Condensed Statements Of Consolidated Comprehensive Income (Loss) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012
Net loss	$ (569)		$ (304)
Other comprehensive income, net of tax effects:
Effects related to pension and other retirement benefit obligations (net of tax benefit (expense) of $1 and $(2))	(2)		4
Cash flow hedges derivative value net loss related to hedged transactions recognized during the period and reported in:
Net loss (net of tax benefit of $1 in both periods)	2		3
Equity in earnings of unconsolidated subsidiaries (net of tax benefit of $— in all periods)	1	[1]	1	[1]
Total other comprehensive income	1		8
Comprehensive loss	$ (568)		$ (296)

[1] Represents recognition in equity in earnings of unconsolidated subsidiaries of previous losses on interest rate hedge transactions entered into by Oncor.

XML

Pension And Other Postretirement Employee Benefits (OPEB) Plans

3 Months Ended

Mar. 31, 2013

Compensation and Retirement Disclosure [Abstract]

Pension And Other Postretirement Employee Benefits (OPEB) Plans

PENSION AND OTHER POSTRETIREMENT EMPLOYEE BENEFITS (OPEB) PLANS

Net pension and OPEB costs in the three months ended March 31, 2013 and 2012 are comprised of the following:

	Three Months Ended March 31,
	2013			2012
Components of net pension costs:
Service cost	$	2		$	12
Interest cost	3			40
Expected return on assets	(2		)	(40		)
Amortization of net loss	2			27
Pension costs	$	5		$	39
Components of net OPEB costs:
Service cost	3			2
Interest cost	10			11
Expected return on assets	(3		)	(3		)
Amortization of prior service cost	(8		)	(8		)
Amortization of net loss	8			4
OPEB costs	10			6
Total benefit costs	15			45
Less amounts expensed by Oncor (and not consolidated)	(6		)	(9		)
Less amounts deferred principally as a regulatory asset or property by Oncor	(6		)	(22		)
Net amounts recognized as expense by EFH Corp. and consolidated subsidiaries	$	3		$	14

The decrease in costs in 2013 reflected the implementation completed in the fourth quarter 2012 of certain amendments to EFH Corp.'s pension plan that resulted in:

• splitting off assets and liabilities under the plan associated with employees of Oncor and all retirees and terminated vested participants of EFH Corp. and its subsidiaries (including discontinued businesses) to a new plan sponsored and administered by Oncor (the Oncor Plan);

• splitting off assets and liabilities under the plan associated with active employees of EFH Corp.'s competitive businesses, other than collective bargaining unit (union) employees, to a Terminating Plan, freezing benefits and vesting all accrued plan benefits for these participants;

• the termination of, distributions of benefits under, and settlement of all of EFH Corp.'s liabilities under the Terminating Plan, and

• maintaining assets and liabilities under the plan associated with union employees of EFH Corp.'s competitive businesses under the current plan.

The discount rates reflected in net pension and OPEB costs for 2013 are 4.30% and 4.10%, respectively. The expected rates of return on pension and OPEB plan assets reflected in the 2013 cost amounts are 5.4% and 6.7%, respectively.

Our cash contributions in the first three months of 2013 related to our retirement benefit plans totaled $6 million related to the pension plans, essentially all of which was funded by Oncor, and $4 million related to the OPEB plan, of which $3 million was funded by Oncor. We expect to make additional contributions in 2013 of $1 million for the pension plans, including amounts related to nonqualified plans, and $13 million for the OPEB plan, with approximately $9 million to be funded by Oncor for the OPEB plan.

XML

Document And Entity Information	3 Months Ended
	Mar. 31, 2013	May 01, 2013
Document And Entity Information [Abstract]
Entity Registrant Name	Energy Future Holdings Corp /TX/
Entity Central Index Key	0001023291
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		1,682,027,886

XML

Related Party Transactions

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

Related Party Transactions

RELATED PARTY TRANSACTIONS

The following represent our significant related-party transactions.

• We pay an annual management fee under the terms of a management agreement with the Sponsor Group, which we reported in SG&A expense totaling $10 million and $9 million for the three months ended March 31, 2013 and 2012, respectively.

• In 2007, TCEH entered into the TCEH Senior Secured Facilities with syndicates of financial institutions and other lenders. These syndicates included affiliates of GS Capital Partners, which is a member of the Sponsor Group. Affiliates of each member of the Sponsor Group have from time to time engaged in commercial banking transactions with us and/or provided financial advisory services to us, in each case in the normal course of business.

• In January 2013, fees paid to Goldman, Sachs & Co. (Goldman), an affiliate of GS Capital Partners for services related to debt exchanges totaled $2 million, described as follows: (i) Goldman acted as a dealer manager for the offers by EFIH and EFIH Finance to exchange new EFIH 10% Notes for EFH Corp. 9.75% Notes, EFH Corp. 10% Notes and EFIH 9.75% Notes (collectively, the Old Notes) and as a solicitation agent in the solicitation of consents by EFH Corp. and EFIH and EFIH Finance to amendments to the Old Notes and indentures governing the Old Notes and (ii) Goldman acted as a dealer manager for the offers by EFIH and EFIH Finance to exchange EFIH Toggle Notes for EFH Corp. 10.875% Notes and EFH Corp. Toggle Notes. See Note 5 for further discussion of these exchange offers.

In February 2012, Goldman acted as a joint book-running manager and initial purchaser in the issuance of $1.15 billion principal amount of EFIH 11.750% Notes for which it received fees totaling $7 million. A broker-dealer affiliate of KKR served as a co-manager and initial purchaser and an affiliate of TPG served as an advisor in the transactions, for which they each received $1 million.

• Affiliates of GS Capital Partners are parties to certain commodity and interest rate hedging transactions with us in the normal course of business.

• Affiliates of the Sponsor Group have sold or acquired, and in the future may sell or acquire, debt or debt securities issued by us in open market transactions or through loan syndications.

• TCEH made loans to EFH Corp. in the form of demand notes (TCEH Demand Notes) that were pledged as collateral under the TCEH Senior Secured Facilities for (i) debt principal and interest payments and (ii) other general corporate purposes (SG&A Note) for EFH Corp. The TCEH Demand Notes totaled $698 million at December 31, 2012, including $233 million in the SG&A Note, and are eliminated in consolidation in these condensed consolidated financial statements. EFH Corp. settled the balance of the TCEH Demand Notes in January 2013 using $680 million of the proceeds from debt issued by EFIH in 2012 that had been held as restricted cash (see Note 13).

• As part of EFH Corp.'s liability management program, EFH Corp. (parent entity) and EFIH have purchased, or received in exchanges, certain debt securities of EFH Corp. and TCEH, which they have held. Principal and interest payments received by EFH Corp. and EFIH on these investments have been used, in part, to service their outstanding debt. These investments are eliminated in consolidation in these consolidated financial statements. At March 31, 2013, EFIH held $1.282 billion principal amount of EFH Corp. debt and $79 million principal amount of TCEH debt. At March 31, 2013, EFH Corp. held $303 million principal amount of TCEH debt. In the first quarter 2013, EFIH distributed $6.360 billion principal amount of EFH Corp. debt it previously received in debt exchanges as a dividend to EFH Corp., which cancelled it (see Note 5).

• TCEH's retail operations pay Oncor for services it provides, principally the delivery of electricity. Expenses recorded for these services totaled $225 million and $227 million for the three months ended March 31, 2013 and 2012, respectively. The fees are based on rates regulated by the PUCT that apply to all REPs. The balance sheets at March 31, 2013 and December 31, 2012 reflect amounts due currently to Oncor totaling $121 million and $53 million, respectively (included in net payables due to unconsolidated subsidiary), largely related to these electricity delivery fees. Also see discussion below regarding receivables from Oncor under a tax sharing agreement.

• In August 2012, TCEH and Oncor agreed to settle at a discount two agreements related to securitization (transition) bonds issued by Oncor's bankruptcy-remote financing subsidiary in 2003 and 2004 to recover generation-related regulatory assets. Under the agreements, TCEH had been reimbursing Oncor as described immediately below.

Oncor collects transition surcharges from its customers to recover the transition bond payment obligations. Oncor's incremental income taxes related to the transition surcharges it collects had been reimbursed by TCEH quarterly under a noninterest bearing note payable to Oncor that was to mature in 2016. TCEH's payments on the note totaled $10 million for the three months ended March 31, 2012.

Under an interest reimbursement agreement, TCEH had reimbursed Oncor on a monthly basis for interest expense on the transition bonds. Only the monthly accrual of interest under this agreement was reported as a liability. This interest expense totaled $7 million for the three months ended March 31, 2012.

• Oncor pays EFH Corp. subsidiaries for financial and other administrative services and shared facilities at cost. Such amounts reduced reported SG&A expense by $8 million and $7 million for the three months ended March 31, 2013 and 2012, respectively.

• Under Texas regulatory provisions, the trust fund for decommissioning the Comanche Peak nuclear generation facility is funded by a delivery fee surcharge billed to REPs by Oncor, as collection agent, and remitted monthly to TCEH for contribution to the trust fund with the intent that the trust fund assets, reported in other investments in our balance sheet, will ultimately be sufficient to fund the actual future decommissioning liability, reported in noncurrent liabilities in our balance sheet. The delivery fee surcharges remitted to TCEH totaled $4 million for both the three months ended March 31, 2013 and 2012. Income and expenses associated with the trust fund and the decommissioning liability incurred by TCEH are offset by a net change in a receivable/payable that ultimately will be settled through changes in Oncor's delivery fee rates. At March 31, 2013 and December 31, 2012, the excess of the trust fund balance over the decommissioning liability resulted in a payable totaling $326 million and $284 million, respectively, included in noncurrent liabilities.

• We file a consolidated federal income tax return that includes Oncor Holdings' results. Oncor is not a member of our consolidated tax group, but our consolidated federal income tax return includes our portion of Oncor's results due to our equity ownership in Oncor. We also file a consolidated Texas state margin tax return that includes all of Oncor Holdings' and Oncor's results. However, under a tax sharing agreement, Oncor Holdings' and Oncor's federal income tax and Texas margin tax expense and related balance sheet amounts, including our income taxes payable to or receivable from Oncor Holdings and Oncor, are recorded as if Oncor Holdings and Oncor file their own corporate income tax returns. Our current amount receivable from Oncor Holdings and Oncor related to income taxes (included in net payables due to unconsolidated subsidiary) totaled $45 million and $34 million at March 31, 2013 and December 31, 2012, respectively. EFH Corp. received income tax payments from Oncor Holdings totaling $9 million for the three months ended March 31, 2013. EFH Corp. received no income tax payments from Oncor Holdings and Oncor for the three months ended March 31, 2012.

• Certain transmission and distribution utilities in Texas have tariffs in place to assure adequate credit worthiness of any REP to support the REP's obligation to collect securitization bond-related (transition) charges on behalf of the utility. Under these tariffs, as a result of TCEH's credit rating being below investment grade, TCEH is required to post collateral support in an amount equal to estimated transition charges over specified time periods. Accordingly, at March 31, 2013 and December 31, 2012, TCEH had posted letters of credit in the amount of $10 million and $11 million, respectively, for the benefit of Oncor.

• As a result of the pension plan actions discussed in Note 10, in December 2012, Oncor became the sponsor of a new pension plan (the Oncor Plan), the participants in which consist of all of Oncor's active employees and all retirees and terminated vested participants of EFH Corp. and its subsidiaries (including discontinued businesses). Oncor had previously contractually agreed to assume responsibility for pension and OPEB liabilities that are recoverable by Oncor under regulatory rate-setting provisions. As part of the pension plan actions, EFH Corp. fully funded the nonrecoverable pension liabilities under the Oncor Plan. After the pension plan actions, the remaining participants in the EFH Corp. pension plan consist of active employees under collective bargaining agreements (union employees). Oncor continues to be responsible for the recoverable portion of pension obligations to these union employees. EFH Corp. is the sponsor of the OPEB plan and remains liable for the majority of the OPEB plan obligations. Accordingly, EFH Corp.'s balance sheet reflects unfunded pension and OPEB liabilities related to plans that it sponsors, including recoverable and nonrecoverable amounts, but also reflects a receivable from Oncor for that portion of the unfunded liabilities for which Oncor is contractually responsible, substantially all of which is expected to be recovered in Oncor's rates. At both March 31, 2013 and December 31, 2012, the receivable amounts totaled $825 million, classified as noncurrent. Under ERISA, EFH Corp. and Oncor remain jointly and severally liable for the funding of the EFH Corp. and Oncor pension plans. We view the risk of the retained liability under ERISA related to the Oncor Plan to be not significant.

• Oncor and Texas Holdings agreed to the terms of a stipulation with major interested parties to resolve all outstanding issues in the PUCT review related to the Merger. As part of this stipulation, TCEH would be required to post a letter of credit in an amount equal to $170 million to secure its payment obligations to Oncor in the event, which has not occurred, two or more rating agencies downgrade Oncor's credit rating below investment grade.

XML

Condensed Statements Of Consolidated Comprehensive Income (Loss) (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Effects related to pension and other retirement benefit costs, tax expense	$ 1	$ (2)
Derivative value net loss related to hedged transactions recognized during the period and reported in net income (loss), tax benefit	1	1
Equity in earnings of unconsolidated subsidiaries, tax benefit	$ 0	$ 0

XML

Short-Term Borrowings And Long-Term Debt

3 Months Ended

Mar. 31, 2013

Debt and Capital Lease Obligations [Abstract]

Short-Term Borrowings And Long-Term Debt

SHORT-TERM BORROWINGS AND LONG-TERM DEBT

Short-Term Borrowings

At March 31, 2013, outstanding short-term borrowings totaled $2.143 billion, which included $2.054 billion under the TCEH Revolving Credit Facility at a weighted average interest rate of 4.70%, excluding customary fees, and $89 million under the accounts receivable securitization program discussed in Note 4.

At December 31, 2012, outstanding short-term borrowings totaled $2.136 billion, which included $2.054 billion under the TCEH Revolving Credit Facility at a weighted average interest rate of 4.40%, excluding customary fees, and $82 million under the accounts receivable securitization program.

Credit Facilities

Credit facilities and related cash borrowings at March 31, 2013 are presented below. Available letter of credit capacity totaled $212 million at March 31, 2013 as discussed below. The facilities are all senior secured facilities of TCEH.

		March 31, 2013
Facility	Maturity Date	Facility Limit		Letters of Credit		Cash Borrowings		Availability
TCEH Revolving Credit Facility (a)	October 2016	$	2,054	$	—	$	2,054	$	—
TCEH Letter of Credit Facility (b)	October 2017 (b)	1,062		—		1,062		—
Total TCEH		$	3,116	$	—	$	3,116	$	—

___________

(a) Facility used for borrowings for general corporate purposes. Borrowings are classified as short-term borrowings. At March 31, 2013, borrowings under the facility bear interest at LIBOR plus 4.50%, and a commitment fee is payable quarterly in arrears at a rate per annum equal to 1.00% of the average daily unused portion of the facility. In January 2013, commitments previously maturing in 2013 were extended to 2016 as discussed below.

(b) Facility, $42 million of which matures in October 2014, used for issuing letters of credit for general corporate purposes, including, but not limited to, providing collateral support under hedging arrangements and other commodity transactions that are not secured by a first-lien interest in the assets of TCEH. The borrowings under this facility have been recorded by TCEH as restricted cash that supports issuances of letters of credit and are classified as long-term debt. At March 31, 2013, the restricted cash totaled $947 million, after reduction for a $115 million letter of credit drawn in 2009 related to an office building financing. At March 31, 2013, the restricted cash supports $735 million in letters of credit outstanding, leaving $212 million in available letter of credit capacity.

Amendment and Extension of TCEH Revolving Credit Facility — In January 2013, the Credit Agreement governing the TCEH Senior Secured Facilities was amended to extend the maturity date of the $645 million of commitments maturing in October 2013 to October 2016, bringing the maturity date of all commitments under the TCEH Revolving Credit Facility totaling $2.054 billion to October 2016. The extended commitments have the same terms and conditions as the existing commitments expiring in October 2016 under the Credit Agreement. Fees in consideration for the extension were settled through the incurrence of $340 million principal amount of incremental term loans under the TCEH Term Loan Facilities maturing in October 2017. In connection with the extension request, TCEH eliminated its ability to draw letters of credit under the TCEH Revolving Credit Facility. At the date of the extension, there were no outstanding letters of credit under the TCEH Revolving Credit Facility.

Long-Term Debt

At March 31, 2013 and December 31, 2012, long-term debt consisted of the following:

	March 31, 2013			December 31, 2012
EFH Corp. (parent entity)
9.75% Fixed Senior Notes due October 15, 2019	$	2		$	115
10% Fixed Senior Notes due January 15, 2020	3			1,061
10.875% Fixed Senior Notes due November 1, 2017 (a)	33			64
11.25 / 12.00% Senior Toggle Notes due November 1, 2017 (a)	27			60
5.55% Fixed Series P Senior Notes due November 15, 2014 (a)	90			92
6.50% Fixed Series Q Senior Notes due November 15, 2024 (a)	201			230
6.55% Fixed Series R Senior Notes due November 15, 2034 (a)	291			291
8.82% Building Financing due semiannually through February 11, 2022 (b)	50			53
Unamortized fair value premium related to Building Financing (b)(c)	10			11
Unamortized fair value discount (c)	(128		)	(137		)
Total EFH Corp.	579			1,840
EFIH
6.875% Fixed Senior Secured First Lien Notes due August 15, 2017	503			503
10% Fixed Senior Secured First Lien Notes due December 1, 2020	3,482			2,180
11% Fixed Senior Secured Second Lien Notes due October 1, 2021	406			406
11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022	1,750			1,750
11.25% / 12.25% Senior Toggle Notes due December 1, 2018	1,393			1,304
9.75% Fixed Senior Notes due October 15, 2019	2			141
Unamortized premium	344			351
Unamortized discount	(154		)	(131		)
Total EFIH	7,726			6,504
EFCH
9.58% Fixed Notes due in annual installments through December 4, 2019 (d)	35			35
8.254% Fixed Notes due in quarterly installments through December 31, 2021 (d)	38			39
1.099% Floating Rate Junior Subordinated Debentures, Series D due January 30, 2037 (e)	1			1
8.175% Fixed Junior Subordinated Debentures, Series E due January 30, 2037	8			8
Unamortized fair value discount (c)	(7		)	(7		)
Total EFCH	75			76
TCEH
Senior Secured Facilities:
3.733% TCEH Term Loan Facilities maturing October 10, 2014 (e)(f)	3,809			3,809
3.704% TCEH Letter of Credit Facility maturing October 10, 2014 (e)	42			42
4.732% TCEH Term Loan Facilities maturing October 10, 2017 (a)(e)(f)	15,691			15,351
4.704% TCEH Letter of Credit Facility maturing October 10, 2017 (e)	1,020			1,020
11.5% Fixed Senior Secured Notes due October 1, 2020	1,750			1,750
15% Fixed Senior Secured Second Lien Notes due April 1, 2021	336			336
15% Fixed Senior Secured Second Lien Notes due April 1, 2021, Series B	1,235			1,235
10.25% Fixed Senior Notes due November 1, 2015 (a)	1,833			1,833
10.25% Fixed Senior Notes due November 1, 2015, Series B (a)	1,292			1,292
10.50 / 11.25% Senior Toggle Notes due November 1, 2016	1,749			1,749

	March 31, 2013			December 31, 2012
Pollution Control Revenue Bonds:
Brazos River Authority:
5.40% Fixed Series 1994A due May 1, 2029	39			39
7.70% Fixed Series 1999A due April 1, 2033	111			111
6.75% Fixed Series 1999B due September 1, 2034, remarketing date April 1, 2013 (g)	16			16
7.70% Fixed Series 1999C due March 1, 2032	50			50
8.25% Fixed Series 2001A due October 1, 2030	71			71
8.25% Fixed Series 2001D-1 due May 1, 2033	171			171
0.134% Floating Series 2001D-2 due May 1, 2033 (h)	97			97
0.320% Floating Taxable Series 2001I due December 1, 2036 (i)	62			62
0.134% Floating Series 2002A due May 1, 2037 (h)	45			45
6.75% Fixed Series 2003A due April 1, 2038, remarketing date April 1, 2013 (g)	44			44
6.30% Fixed Series 2003B due July 1, 2032	39			39
6.75% Fixed Series 2003C due October 1, 2038	52			52
5.40% Fixed Series 2003D due October 1, 2029, remarketing date October 1, 2014 (g)	31			31
5.00% Fixed Series 2006 due March 1, 2041	100			100
Sabine River Authority of Texas:
6.45% Fixed Series 2000A due June 1, 2021	51			51
5.20% Fixed Series 2001C due May 1, 2028	70			70
5.80% Fixed Series 2003A due July 1, 2022	12			12
6.15% Fixed Series 2003B due August 1, 2022	45			45
Trinity River Authority of Texas:
6.25% Fixed Series 2000A due May 1, 2028	14			14
Unamortized fair value discount related to pollution control revenue bonds (c)	(110		)	(112		)
Other:
7.46% Fixed Secured Facility Bonds with amortizing payments through January 2015	4			12
7% Fixed Senior Notes due March 15, 2013	—			5
Capital leases	62			64
Other	3			3
Unamortized discount	(119		)	(10		)
Unamortized fair value discount (c)	(1		)	(1		)
Total TCEH	29,716			29,498
Total EFH Corp. consolidated	38,096			37,918
Less amount due currently	(90		)	(103		)
Total long-term debt	$	38,006		$	37,815

___________

(a) Excludes the following debt held by EFIH or EFH Corp. (parent entity) and eliminated in consolidation:

	March 31, 2013		December 31, 2012
EFH Corp. 10.875% Fixed Senior Notes due November 1, 2017	$	—	$	1,685
EFH Corp. 11.25 / 12.00% Senior Toggle Notes due November 1, 2017	—		3,441
EFH Corp. 5.55% Fixed Series P Senior Notes due November 15, 2014	281		279
EFH Corp. 6.50% Fixed Series Q Senior Notes due November 15, 2024	545		516
EFH Corp. 6.55% Fixed Series R Senior Notes due November 15, 2034	456		456
TCEH 4.732% Term Loan Facilities maturing October 10, 2017	19		19
TCEH 10.25% Fixed Senior Notes due November 1, 2015	213		213
TCEH 10.25% Fixed Senior Notes due November 1, 2015, Series B	150		150
Total	$	1,664	$	6,759

(b) This financing is the obligation of a subsidiary of EFH Corp. and will be serviced with cash drawn by the beneficiary of a letter of credit that was previously issued to secure the obligation.

(c) Amount represents unamortized fair value adjustments recorded under purchase accounting.

(d) EFCH's obligations with respect to these financings are guaranteed by EFH Corp. and secured on a first-priority basis by, among other things, an undivided interest in the Comanche Peak nuclear generation facility.

(e) Interest rates in effect at March 31, 2013.

(f) Interest rate swapped to fixed on $18.265 billion principal amount of maturities through October 2014 and up to an aggregate $12.6 billion principal amount from October 2014 through October 2017.

(g) These series are in the multiannual interest rate mode and are subject to mandatory tender prior to maturity on the mandatory remarketing date. On such date, the interest rate and interest rate period will be reset for the bonds.

(h) Interest rates in effect at March 31, 2013. These series are in a daily interest rate mode and are classified as long-term as they are supported by long-term irrevocable letters of credit.

(i) Interest rate in effect at March 31, 2013. This series is in a weekly interest rate mode and is classified as long-term as it is supported by long-term irrevocable letters of credit.

Debt Amounts Due Currently

Amounts due currently (within twelve months) at March 31, 2013 total $90 million and consist of $60 million principal amount of TCEH pollution control revenue bonds (PCRBs) subject to mandatory tender and remarketing in April 2013, which we repurchased in April 2013, and $30 million of scheduled installment payments on capital leases and debt securities.

Debt Related Activity in 2013

Principal amounts of long-term debt issued in the three months ended March 31, 2013 totaled $1.731 billion and consisted of $340 million principal amount of incremental term loans under the TCEH Term Loan Facilities discussed in “Amendment and Extension of TCEH Revolving Credit Facility” above and $1.302 billion of EFIH 10% Notes and $89 million of EFIH Toggle Notes issued in exchanges discussed below.

Repayments of long-term debt in the three months ended March 31, 2013 totaled $16 million and consisted of $14 million of payments of principal at scheduled maturity dates and $2 million of contractual payments under capital leases.

In April 2013, TCEH acquired for $40 million in cash the owner participant interest in a trust established to lease natural gas-fueled combustion turbines to TCEH. The interest in the trust was held by an unaffiliated party. The trust is a VIE, and in accordance with accounting standards, the trust will be consolidated in the second quarter 2013, with the trust's combustion turbine assets and related debt being recorded at estimated fair values. At March 31, 2013, the principal amount of the trust's debt totaled $45 million.

Issuance of EFIH 10% Notes and EFIH Toggle Notes in Exchange for EFH Corp. and EFIH Debt —In exchanges in January 2013, EFIH and EFIH Finance issued $1.302 billion principal amount of EFIH 10% Senior Secured Notes due 2020 (New EFIH 10% Notes) in exchange for $1.310 billion total principal amount of EFH Corp. and EFIH senior secured notes consisting of: (i) $113 million principal amount of EFH Corp. 9.75% Senior Secured Notes due 2019 (EFH Corp. 9.75% Notes), (ii) $1.058 billion principal amount of EFH Corp. 10% Senior Secured Notes due 2020 (EFH Corp. 10% Notes), and (iii) $139 million principal amount of EFIH 9.75% Senior Secured Notes due 2019 (EFIH 9.75% Notes). The New EFIH 10% Notes have terms and conditions substantially the same as the existing EFIH 10% Notes discussed below. EFIH cancelled the EFIH notes it received in the exchanges.

In connection with these debt exchange transactions, EFH Corp. received the requisite consents from holders of the EFH Corp. 9.75% Notes and EFH Corp. 10% Notes and EFIH received the requisite consents from holders of the EFIH 9.75% Notes to certain amendments to the respective indentures governing such notes. These amendments, among other things, (i) eliminated EFIH's pledge of its 100% ownership of the membership interests it owns in Oncor Holdings as collateral for the EFIH 9.75% Notes, (ii) made EFCH and EFIH unrestricted subsidiaries under the EFH Corp. 9.75% Notes and EFH Corp. 10% Notes, thereby eliminating EFCH's unsecured and EFIH's secured guarantees of the notes, (iii) eliminated substantially all of the restrictive covenants in the indentures and (iv) eliminated certain events of default, modified covenants regarding mergers and consolidations and modified or eliminated certain other provisions in these indentures.

In additional exchanges in January 2013, EFIH and EFIH Finance issued $89 million principal amount of additional 11.25%/12.25% Toggle Notes due 2018 (EFIH Toggle Notes) in exchange for $95 million total principal amount of EFH Corp. senior notes consisting of: (i) $31 million principal amount of EFH Corp. 10.875% Senior Notes due 2017 (EFH Corp. 10.875% Notes), (ii) $33 million principal amount of EFH Corp. 11.25%/12.00% Senior Toggle Notes due 2017 (EFH Corp. Toggle Notes), (iii) $2 million principal amount of EFH Corp. 5.55% Series P Notes due 2014 (EFH Corp. 5.55% Notes) and (iv) $29 million principal amount of EFH Corp. 6.50% Series Q Notes due 2024 (EFH Corp. 6.50% Notes). The additional EFIH Toggle Notes have the same terms and conditions as the existing EFIH Toggle Notes discussed below.

In the first quarter 2013, EFIH distributed $6.360 billion principal amount of EFH Corp. debt that it previously received in debt exchanges, including $1.641 billion received in December 2012 and January 2013, as a dividend to EFH Corp., which cancelled the notes, leaving $1.361 billion principal amount of affiliate debt still held by EFIH. The dividend included $1.715 billion principal amount of EFH Corp. 10.875% Notes, $3.474 billion principal amount of EFH Corp. Toggle Notes, $1.058 billion principal amount of EFH Corp. 10% Notes and $113 million principal amount of EFH Corp. 9.75% Notes.

Accounting and Income Tax Effects of the January 2013 Debt Exchanges — In consideration of the circumstances and terms of the exchanges, accounting rules require that the net loss on the exchanges, which totaled $19 million, be deferred and amortized to interest expense over the life of the debt issued. The deferred loss is reported as debt discount associated with the EFIH 10% Notes and EFIH Toggle Notes. For federal income tax purposes, the transactions resulted in cancellation of debt income of $11 million that was offset by operating losses.

Information Regarding Other Significant Outstanding Debt

TCEH Senior Secured Facilities —Borrowings under the TCEH Senior Secured Facilities totaled $22.616 billion at March 31, 2013 and consisted of:

• $3.809 billion of TCEH Term Loan Facilities maturing in October 2014 with interest payable at LIBOR plus 3.50%;

• $15.691 billion of TCEH Term Loan Facilities maturing in October 2017 with interest payable at LIBOR plus 4.50%;

• $42 million of cash borrowed under the TCEH Letter of Credit Facility maturing in October 2014 with interest payable at LIBOR plus 3.50% (see discussion under "Credit Facilities" above);

• $1.020 billion of cash borrowed under the TCEH Letter of Credit Facility maturing in October 2017 with interest payable at LIBOR plus 4.50% (see discussion under "Credit Facilities" above), and

• Amounts borrowed under the TCEH Revolving Credit Facility, which may be reborrowed from time to time until October 2016 and represent the entire amount of commitments under the facility totaling $2.054 billion at March 31, 2013. See "Credit Facilities" above for discussion regarding the maturity date extension of $645 million in commitments from 2013 to 2016.

Each of the loans described above that matures in 2016 or 2017 includes a "springing maturity" provision pursuant to which (i) in the event that more than $500 million aggregate principal amount of the TCEH 10.25% Notes due in 2015 (other than notes held by EFH Corp. or its controlled affiliates at March 31, 2011 to the extent held at the determination date as defined in the Credit Agreement) or more than $150 million aggregate principal amount of the TCEH Toggle Notes due in 2016 (other than notes held by EFH Corp. or its controlled affiliates at March 31, 2011 to the extent held at the determination date as defined in the Credit Agreement), as applicable, remain outstanding as of 91 days prior to the maturity date of the applicable notes and (ii) TCEH's total debt to Adjusted EBITDA ratio (as defined in the TCEH Senior Secured Facilities) is greater than 6.00 to 1.00 at the applicable determination date, then the maturity date of the extended loans will automatically change to 90 days prior to the maturity date of the applicable notes.

Under the terms of the TCEH Senior Secured Facilities, the commitments of the lenders to make loans to TCEH are several and not joint. Accordingly, if any lender fails to make loans to TCEH, TCEH's available liquidity could be reduced by an amount up to the aggregate amount of such lender's commitments under the TCEH Senior Secured Facilities.

The TCEH Senior Secured Facilities are fully and unconditionally guaranteed jointly and severally on a senior secured basis by EFCH, and subject to certain exceptions, each existing and future direct or indirect wholly-owned US subsidiary of TCEH. The TCEH Senior Secured Facilities, along with the TCEH Senior Secured Notes and certain commodity hedging transactions and the interest rate swaps described under "TCEH Interest Rate Swap Transactions" below, are secured on a first priority basis by (i) substantially all of the current and future assets of TCEH and TCEH's subsidiaries who are guarantors of such facilities and (ii) pledges of the capital stock of TCEH and certain current and future direct or indirect subsidiaries of TCEH.

TCEH 11.5% Senior Secured Notes —At March 31, 2013, the principal amount of the TCEH 11.5% Senior Secured Notes totaled $1.750 billion. The notes mature in October 2020, with interest payable in cash quarterly in arrears on January 1, April 1, July 1 and October 1, at a fixed rate of 11.5% per annum. The notes are fully and unconditionally guaranteed on a joint and several basis by EFCH and each subsidiary of TCEH that guarantees the TCEH Senior Secured Facilities (collectively, the Guarantors). The notes are secured, on a first-priority basis, by security interests in all of the assets of TCEH, and the guarantees are secured on a first-priority basis by all of the assets and equity interests held by the Guarantors, in each case, to the extent such assets and equity interests secure obligations under the TCEH Senior Secured Facilities (the TCEH Collateral), subject to certain exceptions and permitted liens.

The notes are (i) senior obligations and rank equally in right of payment with all senior indebtedness of TCEH, (ii) senior in right of payment to all existing or future unsecured and second-priority secured debt of TCEH to the extent of the value of the TCEH Collateral and (iii) senior in right of payment to any future subordinated debt of TCEH. These notes are effectively subordinated to all secured obligations of TCEH that are secured by assets other than the TCEH Collateral, to the extent of the value of the assets securing such obligations.

TCEH 15% Senior Secured Second Lien Notes(including Series B)— At March 31, 2013, the principal amount of the TCEH 15% Senior Secured Second Lien Notes totaled $1.571 billion. These notes mature in April 2021, with interest payable in cash quarterly in arrears on January 1, April 1, July 1 and October 1 at a fixed rate of 15% per annum. The notes are fully and unconditionally guaranteed on a joint and several basis by EFCH and, subject to certain exceptions, each subsidiary of TCEH that guarantees the TCEH Senior Secured Facilities. The notes are secured, on a second-priority basis, by security interests in all of the assets of TCEH, and the guarantees (other than the guarantee of EFCH) are secured on a second-priority basis by all of the assets and equity interests of all of the Guarantors other than EFCH (collectively, the Subsidiary Guarantors), in each case, to the extent such assets and security interests secure obligations under the TCEH Senior Secured Facilities on a first-priority basis, subject to certain exceptions (including the elimination of the pledge of equity interests of any Subsidiary Guarantor to the extent that separate financial statements would be required to be filed with the SEC for such Subsidiary Guarantor under Rule 3-16 of Regulation S-X) and permitted liens. The guarantee from EFCH is not secured.

The notes are senior obligations of the issuer and rank equally in right of payment with all senior indebtedness of TCEH, are senior in right of payment to all existing or future unsecured debt of TCEH to the extent of the value of the TCEH Collateral (after taking into account any first-priority liens on the TCEH Collateral) and are senior in right of payment to any future subordinated debt of TCEH. These notes are effectively subordinated to TCEH's obligations under the TCEH Senior Secured Facilities, the TCEH Senior Secured Notes and TCEH's commodity and interest rate hedges that are secured by a first-priority lien on the TCEH Collateral and any future obligations subject to first-priority liens on the TCEH Collateral, to the extent of the value of the TCEH Collateral, and to all secured obligations of TCEH that are secured by assets other than the TCEH Collateral, to the extent of the value of the assets securing such obligations.

TCEH 10.25% Senior Notes (including Series B) and 10.50/11.25% Senior Toggle Notes (collectively, the TCEH Senior Notes)— At March 31, 2013, the principal amount of the TCEH Senior Notes totaled $4.874 billion, excluding $363 million aggregate principal amount held by EFH Corp. and EFIH, and the notes are fully and unconditionally guaranteed on a joint and several unsecured basis by TCEH's direct parent, EFCH (which owns 100% of TCEH), and by each subsidiary that guarantees the TCEH Senior Secured Facilities. The TCEH 10.25% Notes mature in November 2015, with interest payable in cash semi-annually in arrears on May 1 and November 1 at a fixed rate of 10.25% per annum. The TCEH Toggle Notes mature in November 2016, with interest payable semi-annually in arrears on May 1 and November 1 at a fixed rate of 10.50% per annum for cash interest and at a fixed rate of 11.25% per annum for PIK Interest, which option expired with the November 1, 2012 interest payment.

EFIH 6.875% Senior Secured Notes — At March 31, 2013, the principal amount of the EFIH 6.875% Notes totaled $503 million. These notes mature in August 2017, with interest payable in cash semiannually in arrears on February 15 and August 15, beginning February 15, 2013, at a fixed rate of 6.875% per annum. The EFIH 6.875% Notes are secured on a first-priority basis by EFIH's pledge of its 100% ownership of the membership interests in Oncor Holdings (the EFIH Collateral) on an equal and ratable basis with the EFIH 10% Notes.

The EFIH 6.875% Notes are senior obligations of EFIH and rank equally in right of payment with all senior indebtedness of EFIH and are senior in right of payment to any future subordinated indebtedness of EFIH. The EFIH 6.875% Notes are effectively senior to all second lien and unsecured indebtedness of EFIH, to the extent of the value of the EFIH Collateral, and are effectively subordinated to any indebtedness of EFIH secured by assets of EFIH other than the EFIH Collateral, to the extent of the value of such assets. Furthermore, the EFIH 6.875% Notes are structurally subordinated to all indebtedness and other liabilities of EFIH's subsidiaries (other than EFIH Finance), including Oncor Holdings and its subsidiaries.

The EFIH 6.875% Notes were issued in private placements and are not registered under the Securities Act. EFIH has agreed to use its commercially reasonable efforts to register with the SEC notes having substantially identical terms as the EFIH 6.875% Notes (except for provisions relating to transfer restrictions and payment of additional interest) as part of an offer to exchange freely tradable notes for the EFIH 6.875% Notes. If an exchange offer for the notes is not completed within 365 days after the date (August 14, 2012) the initial EFIH 6.875% Notes were issued (a Registration Default), the annual interest rate on the notes will increase by 25 basis points for the first 90-day period during which a Registration Default continues, and thereafter, the annual interest rate on the notes will increase by 50 basis points for the remaining period during which the Registration Default continues. If the Registration Default is cured, the interest rate on the notes will revert to the original level.

EFIH 10% Senior Secured Notes — At March 31, 2013, the principal amount of the EFIH 10% Notes totaled $3.482 billion. The notes mature in December 2020, with interest payable in cash semiannually in arrears on June 1 and December 1 at a fixed rate of 10% per annum. The notes are secured by the EFIH Collateral on an equal and ratable basis with the EFIH 6.875% Notes.

The EFIH 10% Notes are senior obligations of EFIH and rank equally in right of payment with all existing and future senior indebtedness of EFIH, including the EFIH 6.875% Notes. The EFIH 10% Notes have substantially the same terms, covenants and events of default as the EFIH 6.875% Notes.

EFIH 11% Senior Secured Second Lien Notes — At March 31, 2013, the principal amount of the EFIH 11% Notes totaled $406 million. The notes mature in October 2021, with interest payable in cash semiannually in arrears on May 15 and November 15 at a fixed rate of 11% per annum. The EFIH 11% Notes are secured on a second-priority basis by the EFIH Collateral on an equal and ratable basis with the EFIH 11.75% Notes.

The EFIH 11% Notes are senior obligations of EFIH and EFIH Finance and rank equally in right of payment with all senior indebtedness of EFIH and are effectively senior in right of payment to all existing or future unsecured debt of EFIH to the extent of the value of the EFIH Collateral. The notes have substantially the same terms, covenants and events of default as the EFIH 11.75% Notes discussed below.

EFIH 11.75% Senior Secured Second Lien Notes —At March 31, 2013, the principal amount of the EFIH 11.75% Notes totaled $1.750 billion. These notes mature in March 2022, with interest payable in cash semiannually in arrears on March 1 and September 1 at a fixed rate of 11.75% per annum. The EFIH 11.75% Notes are secured on a second-priority basis by the EFIH Collateral on an equal and ratable basis with the EFIH 11% Notes. The EFIH 11.75% Notes have substantially the same covenants as the EFIH 11% Notes, and the holders of the EFIH 11.75% Notes will generally vote as a single class with the holders of the EFIH 11% Notes.

The EFIH 11.75% Notes were issued in private placements and are not registered under the Securities Act. EFIH has agreed to use its commercially reasonable efforts to register with the SEC notes having substantially identical terms as the EFIH 11.75% Notes (except for provisions relating to transfer restrictions and payment of additional interest) as part of an offer to exchange freely tradable notes for the EFIH 11.75% Notes. Because the exchange offer was not completed by February 5, 2013, the annual interest rate on the notes increased by25 basis points and will remain at that level until the earlier of the completion of the exchange offer or May 6, 2013. If the exchange offer is not complete by May 6, 2013, the annual interest rate on the notes will increase by an additional 25 basis points (to 12.25%) until the exchange offer is complete. Once the exchange offer is complete, the interest rate on the notes will revert to the original level.

EFIH 11.25%/12.25% Senior Toggle Notes — At March 31, 2013, the principal amount of the EFIH Toggle Notes totaled $1.393 billion. These notes mature in December 2018, with interest payable semiannually in arrears on June 1 and December 1 beginning June 1, 2013 at a fixed rate of 11.25% per annum for cash interest and 12.25% per annum for PIK Interest. For any interest period until June 1, 2016, EFIH may elect to pay interest on the Toggle Notes (i) entirely in cash; (ii) by increasing the principal amount of the notes or by issuing new EFIH Toggle Notes (PIK Interest); or (iii) 50% in cash and 50% in PIK Interest. Once EFIH makes a PIK election, the election is valid for each succeeding interest payment period until EFIH revokes the election. The interest payment due on June 1, 2013 will be paid 100% in PIK interest.

The EFIH Toggle Notes were issued in private placements and are not registered under the Securities Act. EFIH has agreed to use its commercially reasonable efforts to register with the SEC notes having substantially identical terms as the EFIH Toggle Notes (except for provisions relating to transfer restrictions and payment of additional interest) as part of an offer to exchange freely tradable notes for the EFIH Toggle Notes. If an exchange offer for the notes is not completed within 365 days after the date (December 5, 2012) the initial EFIH Toggle notes were issued (a Registration Default), the annual interest rate on the notes will increase by 25 basis points for the first 90-day period during which a Registration Default continues, and thereafter, the annual interest rate on the notes will increase by 50 basis points for the remaining period during which the Registration Default continues. If the Registration Default is cured, the interest rate on the notes will revert to the original level.

EFH Corp. 10.875% Senior Notes and 11.25/12.00% Senior Toggle Notes — At March 31, 2013, the collective principal amount of these notes totaled $60 million. The notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by EFCH and EFIH. The notes mature in November 2017, with interest payable in cash semi-annually in arrears on May 1 and November 1 at a fixed rate for the 10.875% Notes of 10.875% per annum and at a fixed rate for the Toggle Notes of 11.250% per annum for cash interest and 12.000% per annum for PIK Interest, which option expired with the November 1, 2012 interest payment.

Fair Value of Long-Term Debt

At March 31, 2013 and December 31, 2012, the estimated fair value of our long-term debt (excluding capital leases) totaled $26.043 billion and $25.890 billion, respectively, and the carrying amount totaled $38.034 billion and $37.854 billion, respectively. At March 31, 2013 and December 31, 2012, the estimated fair value of our short-term borrowings under the TCEH Revolving Credit Facilities totaled $1.412 billion and $1.500 billion, respectively, and the carrying amount totaled $2.054 billion. We determine fair value in accordance with accounting standards as discussed in Note 8, and at March 31, 2013, our debt fair value represents Level 2 valuations. We obtain security pricing from a vendor who uses broker quotes and third-party pricing services to determine fair values. Where relevant, these prices are validated through subscription services such as Bloomberg.

TCEHInterest Rate Swap Transactions

TCEH employs interest rate swaps to hedge exposure to its variable rate debt. As reflected in the table below, at March 31, 2013, TCEH has entered into the following series of interest rate swap transactions that effectively fix the interest rates at between 5.5% and 9.3%.

Fixed Rates				Expiration Dates	Notional Amount
5.5	%	-	9.3%	September 2013 through October 2014		$	18.265	billion (a)
6.8	%	-	9.0%	October 2015 through October 2017		$	12.600	billion (b)

___________

(a) Swaps related to an aggregate $600 million principal amount of debt expired in 2013. Per the terms of the transactions, the notional amount of swaps entered into in 2011 grew by $405 million in 2013, substantially offsetting the expired swaps.

(b) These swaps are effective from October 2014 through October 2017. The $12.6 billion notional amount of swaps includes $3 billion that expires in October 2015 with the remainder expiring in October 2017.

TCEH has also entered into interest rate basis swap transactions that further reduce the fixed borrowing costs achieved through the interest rate swaps. Basis swaps in effect at March 31, 2013 totaled $11.967 billion notional amount. The basis swaps relate to debt outstanding through 2014.

The interest rate swap counterparties are secured on an equal and ratable basis by the same collateral pledged to the lenders under the TCEH Senior Secured Facilities.

The interest rate swaps have resulted in net losses reported in interest expense and related charges as follows:

	Three Months Ended March 31,
	2013			2012
Realized net loss	$	(151	)	$	(168	)
Unrealized net gain	148			110
Total	$	(3	)	$	(58	)

The cumulative unrealized mark-to-market net liability related to all TCEH interest rate swaps totaled $1.917 billion and $2.065 billion at March 31, 2013 and December 31, 2012, respectively, of which $62 million and $65 million (both pretax), respectively, were reported in accumulated other comprehensive income.

XML

Trade Accounts Receivable And Accounts Receivable Securitization Program

3 Months Ended

Mar. 31, 2013

Trade Accounts Receivable and Accounts Receivable Securitization Program [Abstract]

Trade Accounts Receivable And Accounts Receivable Securitization Program

TRADE ACCOUNTS RECEIVABLE AND ACCOUNTS RECEIVABLE SECURITIZATION PROGRAM

In November 2012, TCEH entered into a new accounts receivable securitization program, and EFH Corp. terminated the previous program. Upon termination of the program, TXU Energy repurchased receivables previously sold and then sold them to TXU Energy Receivables Company, a new entity that is described below. Except as noted below, the new program is substantially the same as the terminated program.

Under the program, TXU Energy (originator) sells all of its trade accounts receivable to TXU Energy Receivables Company, which is an entity created for the special purpose of purchasing receivables from the originator and is a consolidated, wholly-owned, bankruptcy-remote subsidiary of TCEH. TXU Energy Receivables Company borrows funds from a financial institution using the accounts receivable as collateral.

The trade accounts receivable amounts under the program are reported in the financial statements as pledged balances, and the related funding amounts are reported as short-term borrowings.

The maximum funding amount currently available under the program is $200 million, which approximates the expected usage and applies only to receivables related to non-executory retail sales contracts. Program funding increased to $89 million at March 31, 2013 from $82 million at December 31, 2012. Because TCEH's credit ratings were lower than Ba3/BB-, under the terms of the program available funding is reduced by the amount of customer deposits held by the originator, which totaled $35 million at March 31, 2013.

TXU Energy Receivables Company issues a subordinated note payable to the originator in an amount equal to the difference between the face amount of the accounts receivable purchased, less a discount, and cash paid to the originator. Because the subordinated note is limited to 25% of the uncollected accounts receivable purchased, and the amount of borrowings is limited by terms of the financing agreement, any additional funding to purchase the receivables is sourced from cash on hand and/or capital contributions from TCEH. Under the program, the subordinated note issued by TXU Energy Receivables Company is subordinated to the security interests of the financial institution. The balance of the subordinated note payable, which is eliminated in consolidation, totaled $44 million and $97 million at March 31, 2013 and December 31, 2012, respectively.

All new trade receivables under the program generated by the originator are continuously purchased by TXU Energy Receivables Company with the proceeds from collections of receivables previously purchased and, as necessary, increased borrowings or funding sources as described immediately above. Changes in the amount of borrowings by TXU Energy Receivables Company reflect seasonal variations in the level of accounts receivable, changes in collection trends and other factors such as changes in sales prices and volumes.

The discount from face amount on the purchase of receivables from the originator principally funds program fees paid to the financial institution. The program fees consist primarily of interest costs on the underlying financing and are reported as interest expense and related charges. The discount also funds a servicing fee, which is reported as SG&A expense, paid by TXU Energy Receivables Company to TXU Energy, which provides recordkeeping services and is the collection agent under the program.

Program fee amounts were as follows:

	Three Months Ended March 31,
	2013			2012
Program fees	$	2		$	2
Program fees as a percentage of average funding (annualized)	6.0		%	7.1		%

Activities of TXU Energy Receivables Company and TXU Receivables Company were as follows:

	Three Months Ended March 31,
	2013			2012
Cash collections on accounts receivable	$	980		$	1,100
Face amount of new receivables purchased	(909		)	(956		)
Discount from face amount of purchased receivables	9			3
Program fees paid to financial institution	(2		)	(2		)
Servicing fees paid for recordkeeping and collection services	—			(1		)
Decrease in subordinated notes payable	(52		)	(133		)
(Increase) decrease in cash held	(33		)	—
Cash flows (provided to) used by originator under the program	$	(7	)	$	11

The program expires in November 2015, provided that the expiration date will change to June 2014 if at that time more than $500 million aggregate principal amount of the term loans and deposit letter of credit loans under the TCEH Senior Secured Facilities maturing prior to October 2017 remain outstanding. The program is subject to the same financial maintenance covenant as the TCEH Senior Credit Facilities as discussed in Note 5. The program may be terminated upon the occurrence of a number of specified events, including if the delinquency ratio (delinquent for 31 days) for the sold receivables, the default ratio (delinquent for 91 days or deemed uncollectible), the dilution ratio (reductions for discounts, disputes and other allowances) or the days outstanding ratio exceed stated thresholds, unless the financial institution waives such events of termination. The thresholds apply to the entire portfolio of sold receivables. In addition, the program may be terminated if TXU Energy Receivables Company defaults in any payment with respect to debt in excess of $50,000 in the aggregate, or if EFH Corp., TCEH, any affiliate of TCEH acting as collection agent, any parent guarantor of the originator or the originator defaults in any payment with respect to debt (other than hedging obligations) in excess of $200 million in the aggregate for such entities. At March 31, 2013, there were no such events of termination.

If the program was terminated, TCEH's liquidity would be reduced because collections of sold receivables would be used by TXU Energy Receivables Company to repay borrowings from the financial institution instead of purchasing new receivables. We expect that the level of cash flows would normalize in approximately 10 to 24 days following termination.

Trade Accounts Receivable

	March 31, 2013			December 31, 2012
Wholesale and retail trade accounts receivable, including $383 and $454 in pledged retail receivables	$	579		$	727
Allowance for uncollectible accounts	(10		)	(9		)
Trade accounts receivable — reported in balance sheet	$	569		$	718

Gross trade accounts receivable at March 31, 2013 and December 31, 2012 included unbilled revenues of $200 million and $260 million, respectively.

Allowance for Uncollectible Accounts Receivable

	Three Months Ended March 31,
	2013			2012
Allowance for uncollectible accounts receivable at beginning of period	$	9		$	27
Increase for bad debt expense	6			5
Decrease for account write-offs	(5		)	(12		)
Allowance for uncollectible accounts receivable at end of period	$	10		$	20

XML

Goodwill And Identifiable Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

The following table provides information regarding our goodwill balance, all of which relates to the Competitive Electric segment. There were no changes to the goodwill balance for the three months ended March 31, 2013. None of the goodwill is being deducted for tax purposes.

Goodwill before impairment charges	$	18,342
Accumulated impairment charges	(13,390		)
Balance at March 31, 2013 and December 31, 2012	$	4,952

Schedule of identifiable intangible assets reported in the balance sheet

Identifiable intangible assets reported in the balance sheet are comprised of the following:

	March 31, 2013						December 31, 2012
Identifiable Intangible Asset	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Retail customer relationship	$	463	$	384	$	79	$	463	$	378	$	85
Favorable purchase and sales contracts	552		320		232		552		314		238
Capitalized in-service software	349		176		173		356		174		182
Environmental allowances and credits	596		396		200		594		393		201
Mining development costs	173		90		83		163		82		81
Total intangible assets subject to amortization	$	2,133	$	1,366	767		$	2,128	$	1,341	787
Retail trade name (not subject to amortization)					955						955
Mineral interests (not currently subject to amortization)					13						13
Total intangible assets					$	1,735					$	1,755

Schedule of amortization expense related to intangible assets (including income statement line item)

Amortization expense related to intangible assets (including income statement line item) consisted of:

Identifiable Intangible Asset	Income Statement Line	Segment	Three Months Ended March 31,
			2013		2012
Retail customer relationship	Depreciation and amortization	Competitive Electric	$	6	$	9
Favorable purchase and sales contracts	Operating revenues/fuel, purchased power costs and delivery fees	Competitive Electric	6		8
Capitalized in-service software	Depreciation and amortization	All	10		8
Environmental allowances and credits	Fuel, purchased power costs and delivery fees	Competitive Electric	3		5
Mining development costs	Depreciation and amortization	Competitive Electric	8		6
Total amortization expense			$	33	$	36

Schedule of estimated aggregate amortization expense of intangible assets for each of the next five fiscal years

Estimated Amortization of Intangible Assets– The estimated aggregate amortization expense of intangible assets for each of the next five fiscal years is as follows:

Year	Estimated Amortization Expense
2013	$	136
2014	$	119
2015	$	108
2016	$	88
2017	$	68

XML

Segment Information

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Segment Information

SEGMENT INFORMATION

Our operations are aligned into two reportable business segments: Competitive Electric and Regulated Delivery. The segments are managed separately because they are strategic business units that offer different products or services and involve different risks.

The Competitive Electric segment is engaged in competitive market activities consisting of electricity generation, wholesale energy sales and purchases, commodity risk management and trading activities, and retail electricity sales to residential and business customers, all largely in Texas. These activities are conducted by TCEH.

The Regulated Delivery segment consists largely of our investment in Oncor. Oncor is engaged in regulated electricity transmission and distribution operations in Texas. These activities are conducted by Oncor, including its wholly owned bankruptcy-remote financing subsidiary. See Note 2 for discussion of the reporting of Oncor Holdings and, accordingly, the Regulated Delivery segment, as an equity method investment. See Note 11 for discussion of material transactions with Oncor, including payment to Oncor of electricity delivery fees, which are based on rates regulated by the PUCT.

Corporate and Other represents the remaining nonsegment operations consisting primarily of discontinued businesses, general corporate expenses and interest on EFH Corp. (parent entity), EFIH and EFCH debt.

The accounting policies of the business segments are the same as those described in the summary of significant accounting policies in Note 1 above and in Note 1 to Financial Statements in our 2012 Form 10-K. We evaluate performance based on net income (loss). We account for intersegment sales and transfers as if the sales or transfers were to third parties, that is, at current market prices or regulated rates.

	Three Months Ended March 31,
	2013			2012
Operating revenues (all Competitive Electric)	$	1,260		$	1,222
Equity in earnings of unconsolidated subsidiaries (net of tax) — Regulated Delivery (net of noncontrolling interest of $17 and $15)	$	67		$	57
Net income (loss):
Competitive Electric	$	(547	)	$	(260	)
Regulated Delivery	67			57
Corporate and Other	(89		)	(101		)
Consolidated	$	(569	)	$	(304	)

XML

Fair Value Measurements

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Fair Value Measurements

FAIR VALUE MEASUREMENTS

Accounting standards related to the determination of fair value define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We use a "mid-market" valuation convention (the mid-point price between bid and ask prices) as a practical expedient to measure fair value for the majority of our assets and liabilities subject to fair value measurement on a recurring basis. We primarily use the market approach for recurring fair value measurements and use valuation techniques to maximize the use of observable inputs and minimize the use of unobservable inputs.

We categorize our assets and liabilities recorded at fair value based upon the following fair value hierarchy:

• Level 1 valuations use quoted prices in active markets for identical assets or liabilities that are accessible at the measurement date. An active market is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Our Level 1 assets and liabilities include exchange-traded commodity contracts. For example, a significant number of our derivatives are NYMEX futures and swaps transacted through clearing brokers for which prices are actively quoted.

• Level 2 valuations use inputs that, in the absence of actively quoted market prices, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include: (a) quoted prices for similar assets or liabilities in active markets, (b) quoted prices for identical or similar assets or liabilities in markets that are not active, (c) inputs other than quoted prices that are observable for the asset or liability such as interest rates and yield curves observable at commonly quoted intervals and (d) inputs that are derived principally from or corroborated by observable market data by correlation or other means. Our Level 2 valuations utilize over-the-counter broker quotes, quoted prices for similar assets or liabilities that are corroborated by correlations or other mathematical means and other valuation inputs. For example, our Level 2 assets and liabilities include forward commodity positions at locations for which over-the-counter broker quotes are available.

• Level 3 valuations use unobservable inputs for the asset or liability. Unobservable inputs are used to the extent observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. We use the most meaningful information available from the market combined with internally developed valuation methodologies to develop our best estimate of fair value. For example, our Level 3 assets and liabilities include certain derivatives whose values are derived from pricing models that utilize multiple inputs to the valuations, including inputs that are not observable or easily corroborated through other means. See further discussion below.

Our valuation policies and procedures are developed, maintained and validated by a centralized risk management group that reports to the Chief Financial Officer, who also functions as the Chief Risk Officer. Risk management functions include commodity price reporting and validation, valuation model validation, risk analytics, risk control, credit risk management and risk reporting.

We utilize several different valuation techniques to measure the fair value of assets and liabilities, relying primarily on the market approach of using prices and other market information for identical and/or comparable assets and liabilities for those items that are measured on a recurring basis. These methods include, among others, the use of broker quotes and statistical relationships between different price curves.

In utilizing broker quotes, we attempt to obtain multiple quotes from brokers (generally non-binding) that are active in the commodity markets in which we participate (and require at least one quote from two brokers to determine a pricing input as observable); however, not all pricing inputs are quoted by brokers. The number of broker quotes received for certain pricing inputs varies depending on the depth of the trading market, each individual broker's publication policy, recent trading volume trends and various other factors. In addition, for valuation of interest rate swaps, we use generally accepted interest rate swap valuation models utilizing month-end interest rate curves.

Certain derivatives and financial instruments are valued utilizing option pricing models that take into consideration multiple inputs including commodity prices, volatility factors, discount rates and other inputs. Additionally, when there is not a sufficient amount of observable market data, valuation models are developed that incorporate proprietary views of market factors. Significant unobservable inputs used to develop the valuation models include volatility curves, correlation curves, illiquid pricing locations and credit/non-performance risk assumptions. Those valuation models are generally used in developing long-term forward price curves for certain commodities. We believe the development of such curves is consistent with industry practice; however, the fair value measurements resulting from such curves are classified as Level 3.

The significant unobservable inputs and valuation models are developed by employees trained and experienced in market operations and fair value measurement and validated by the company's risk management group, which also further analyzes any significant changes in Level 3 measurements. Significant changes in the unobservable inputs could result in significant upward or downward changes in the fair value measurement.

With respect to amounts presented in the following fair value hierarchy tables, the fair value measurement of an asset or liability (e.g., a contract) is required to fall in its entirety in one level, based on the lowest level input that is significant to the fair value measurement. Certain assets and liabilities would be classified in Level 2 instead of Level 3 of the hierarchy except for the effects of credit reserves and non-performance risk adjustments, respectively. Assessing the significance of a particular input to the fair value measurement in its entirety requires judgment, considering factors specific to the asset or liability being measured.

Assets and liabilities measured at fair value on a recurring basis consisted of the following:

March 31, 2013
	Level 1		Level 2		Level 3 (a)		Total
Assets:
Commodity contracts	$	192	$	1,333	$	106	$	1,631
Interest rate swaps	—		121		—		121
Nuclear decommissioning trust – equity securities (b)	276		159		—		435
Nuclear decommissioning trust – debt securities (b)	—		266		—		266
Total assets	$	468	$	1,879	$	106	$	2,453
Liabilities:
Commodity contracts	$	278	$	135	$	47	$	460
Interest rate swaps	—		2,054		—		2,054
Total liabilities	$	278	$	2,189	$	47	$	2,514

December 31, 2012
	Level 1		Level 2		Level 3 (a)		Total
Assets:
Commodity contracts	$	180	$	1,784	$	83	$	2,047
Interest rate swaps	—		134		—		134
Nuclear decommissioning trust – equity securities (b)	249		144		—		393
Nuclear decommissioning trust – debt securities (b)	—		261		—		261
Total assets	$	429	$	2,323	$	83	$	2,835
Liabilities:
Commodity contracts	$	208	$	121	$	54	$	383
Interest rate swaps	—		2,217		—		2,217
Total liabilities	$	208	$	2,338	$	54	$	2,600

____________

(a) See table below for description of Level 3 assets and liabilities.

(b) The nuclear decommissioning trust investment is included in the other investments line in the balance sheet. See Note 13.

Commodity contracts consist primarily of natural gas, electricity, fuel oil, uranium and coal derivative instruments entered into for hedging purposes and include physical contracts that have not been designated "normal" purchases or sales. See Note 9 for further discussion regarding the company's use of derivative instruments.

Interest rate swaps include variable-to-fixed rate swap instruments that are economic hedges of interest on long-term debt as well as interest rate basis swaps designed to effectively reduce the hedged borrowing costs. See Note 5 for discussion of interest rate swaps.

Nuclear decommissioning trust assets represent securities held for the purpose of funding the future retirement and decommissioning of the nuclear generation units. These investments include equity, debt and other fixed-income securities consistent with investment rules established by the NRC and the PUCT.

There were no significant transfers between Level 1 and Level 2 of the fair value hierarchy for the three months ended March 31, 2013 and 2012. See the table of changes in fair values of Level 3 assets and liabilities below for discussion of transfers between Level 2 and Level 3.

The following tables present the fair value of the Level 3 assets and liabilities by major contract type (all related to commodity contracts) and the significant unobservable inputs used in the valuations at March 31, 2013 and December 31, 2012:

March 31, 2013
	Fair Value
Contract Type (a)	Assets		Liabilities			Total			Valuation Technique	Significant Unobservable Input	Range (b)
Electricity purchases and sales	$	4	$	(8	)	$	(4	)	Valuation Model	Illiquid pricing locations (c)	$30 to $40/ MWh
										Hourly price curve shape (d)	$15 to $50/ MWh
Electricity spread options	58		(13		)	45			Option Pricing Model	Gas to power correlation (e)	25% to 90%
										Power volatility (f)	15% to 35%
Electricity congestion revenue rights	39		(3		)	36			Market Approach (g)	Illiquid price differences between settlement points (h)	$0.00 to $30.00
Coal purchases	1		(22		)	(21		)	Market Approach (g)	Illiquid price variances between mines (i)	$0.00 to $1.00
										Probability of default (j)	0% to 40%
										Recovery rate (k)	0% to 40%
Other	4		(1		)	3
Total	$	106	$	(47	)	$	59

December 31, 2012
	Fair Value
Contract Type (a)	Assets		Liabilities			Total			Valuation Technique	Significant Unobservable Input	Range (b)
Electricity purchases and sales	$	5	$	(9	)	$	(4	)	Valuation Model	Illiquid pricing locations (c)	$20 to $40/ MWh
										Hourly price curve shape (d)	$20 to $50/ MWh
Electricity spread options	34		(10		)	24			Option Pricing Model	Gas to power correlation (e)	20% to 90%
										Power volatility (f)	20% to 40%
Electricity congestion revenue rights	41		(2		)	39			Market Approach (g)	Illiquid price differences between settlement points (h)	$0.00 to $0.50
Coal purchases	—		(32		)	(32		)	Market Approach (g)	Illiquid price variances between mines (i)	$0.00 to $1.00
										Probability of default (j)	5% to 40%
										Recovery rate (k)	0% to 40%
Other	3		(1		)	2
Total	$	83	$	(54	)	$	29

____________

(a) Electricity purchase and sales contracts include wind generation agreements and hedging positions in the ERCOT west region, as well as power contracts, the valuations of which include unobservable inputs related to the hourly shaping of the price curve. Electricity spread options consist of physical electricity call options. Electricity congestion revenue rights contracts consist of forward purchase contracts (swaps and options) used to hedge electricity price differences between settlement points within ERCOT. Coal purchase contracts relate to western (Powder River Basin) coal.

(b) The range of the inputs may be influenced by factors such as time of day, delivery period, season and location.

(c) Based on the historical range of forward average monthly ERCOT West Hub prices.

(d) Based on the historical range of forward average hourly ERCOT North Hub prices.

(e) Estimate of the historical range based on forward natural gas and on-peak power prices for the ERCOT hubs most relevant to our spread options.

(f) Based on historical forward price changes.

(g) While we use the market approach, there is either insufficient market data to consider the valuation liquid or the significance of credit reserves or non-performance risk adjustments results in a Level 3 designation.

(h) Based on the historical price differences between settlement points in the ERCOT North Hub for 2012 and the ERCOT North and West Hubs in 2013.

(i) Based on the historical range of price variances between mine locations.

(j) Estimate of the range of probabilities of default based on past experience and the length of the contract as well as our and counterparties' credit ratings.

(k) Estimate of the default recovery rate based on historical corporate rates.

The following table presents the changes in fair value of the Level 3 assets and liabilities (all related to commodity contracts) for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31,
	2013		2012
Net asset balance at beginning of period	$	29	$	53
Total unrealized valuation gains (losses)	9		(69		)
Purchases, issuances and settlements (a):
Purchases	4		8
Issuances	—		(8		)
Settlements	16		20
Transfers into Level 3 (b)	1		(7		)
Transfers out of Level 3 (b)	—		(2		)
Net change (c)	30		(58		)
Net asset (liability) balance at end of period	$	59	$	(5	)
Unrealized valuation gains (losses) relating to instruments held at end of period	$	14	$	(65	)

____________

(a) Settlements reflect reversals of unrealized mark-to-market valuations previously recognized in net income. Purchases and issuances reflect option premiums paid or received.

(b) Includes transfers due to changes in the observability of significant inputs. Transfers in and out occur at the end of each quarter, which is when the assessments are performed. Transfers out during 2012 reflect increased observability of pricing related to certain congestion revenue rights. Transfers in during 2012 were driven by an increase in nonperformance risk adjustments related to certain coal purchase contracts. All Level 3 transfers during the periods presented are in and out of Level 2.

(c) Substantially all changes in values of commodity contracts are reported in the income statement in net gain (loss) from commodity hedging and trading activities. Activity excludes changes in fair value in the month the position settled as well as amounts related to positions entered into and settled in the same month.

XML

Commodity And Other Derivative Contractual Assets And Liabilities (Derivative Volumes) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013		Dec. 31, 2012
Interest rate swaps - Floating/fixed [Member]
Derivatives, Fair Value [Line Items]
Notional amount of interest rate derivatives	$ 32,565	[1]	$ 32,760	[1]
Interest rate swaps - Basis [Member]
Derivatives, Fair Value [Line Items]
Notional amount of interest rate derivatives	$ 11,967		$ 11,967
Natural gas price hedge forward sales and purchases (in MMBtu) [Member]
Derivatives, Fair Value [Line Items]
Nonmonetary Notional Volume	743,000,000	[2]	875,000,000	[2]
Nonmonetary notional amount of price risk derivatives, net transaction amounts (in MMBtu)	310,000,000		360,000,000
Natural gas Locational basis swaps (in MMBtu) [Member]
Derivatives, Fair Value [Line Items]
Nonmonetary Notional Volume	463,000,000		495,000,000
All other (in MMBtu) [Member]
Derivatives, Fair Value [Line Items]
Nonmonetary Notional Volume	1,921,000,000		1,549,000,000
Electricity (in GWh) [Member]
Derivatives, Fair Value [Line Items]
Nonmonetary Notional Volume	61,470		76,767
Congestion Revenue RIghts (in GWh) [Member]
Derivatives, Fair Value [Line Items]
Nonmonetary Notional Volume	88,033	[3]	111,185	[3]
Coal (in tons) [Member]
Derivatives, Fair Value [Line Items]
Nonmonetary Notional Volume	11,000,000		13,000,000
Fuel oil (in gallons) [Member]
Derivatives, Fair Value [Line Items]
Nonmonetary Notional Volume	35,000,000		47,000,000
Uranium (in pounds) [Member]
Derivatives, Fair Value [Line Items]
Nonmonetary Notional Volume	804,000		441,000

[1] Includes notional amount of interest rate swaps with maturity dates through October 2014 as well as notional amount of swaps effective from October 2014 with maturity dates through October 2017 (see Note 5).

[2] Represents gross notional forward sales, purchases and options transactions in the natural gas price hedging program. The net amount of these transactions was approximately 310 million MMBtu and 360 million MMBtu at March 31, 2013 and December 31, 2012, respectively.

[3] Represents gross forward purchases associated with instruments used to hedge price differences between settlement points in the nodal wholesale market design in ERCOT.

XML

Commitments And Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments And Contingencies

COMMITMENTS AND CONTINGENCIES

Guarantees

We have entered into contracts that contain guarantees to unaffiliated parties that could require performance or payment under certain conditions. Material guarantees are discussed below.

Disposed TXU Gas Company operations—In connection with the sale of the assets of TXU Gas Company to Atmos Energy Corporation (Atmos) in October 2004, EFH Corp. agreed to indemnify Atmos, until October 1, 2014, for up to $500 million for any liability related to assets retained by TXU Gas Company, including certain inactive gas plant sites not acquired by Atmos, and up to $1.4 billion for contingent liabilities associated with preclosing tax and employee related matters. The maximum aggregate amount under these indemnities that we may be required to pay is $1.9 billion. To date, we have not been required to make any payments to Atmos under any of these indemnity obligations, and no such payments are currently anticipated.

See Note 5 for discussion of guarantees and security for certain of our debt.

Letters of Credit

At March 31, 2013, TCEH had outstanding letters of credit under its credit facilities totaling $735 million as follows:

• $330 million to support risk management and trading margin requirements in the normal course of business, including over-the-counter hedging transactions and collateral postings with ERCOT;

• $208 million to support floating rate pollution control revenue bond debt with an aggregate principal amount of $204 million (the letters of credit are available to fund the payment of such debt obligations and expire in 2014);

• $65 million to support TCEH's REP financial requirements with the PUCT, and

• $132 million for miscellaneous credit support requirements.

Litigation

In March 2013, Aurelius Capital Master, Ltd. and ACP Master, Ltd. filed a lawsuit in the United States District Court for the Northern District of Texas (Dallas Division) against EFCH as a nominal defendant and each of the current directors and a former director of EFCH. In the lawsuit, Aurelius, as a creditor under the TCEH Senior Secured Facilities and certain TCEH secured bonds both of which are guaranteed by EFCH, filed a derivative claim against EFCH and its directors. Aurelius alleges that the directors of EFCH breached their fiduciary duties to EFCH and its creditors, including Aurelius, by permitting TCEH to make certain loans "without collecting fair and reasonably equivalent value." The lawsuit seeks recovery for the benefit of EFCH. We cannot predict the outcome of this proceeding, including the financial effects, if any.

Litigation Related to Generation Facilities —In November 2010, an administrative appeal challenging the decision of the TCEQ to renew and amend Oak Grove Management Company LLC's (Oak Grove) (a wholly-owned subsidiary of TCEH) Texas Pollutant Discharge Elimination System (TPDES) permit related to water discharges was filed by Robertson County: Our Land, Our Lives and Roy Henrichson in the Travis County, Texas District Court. Plaintiffs sought a reversal of the TCEQ's order and a remand back to the TCEQ for further proceedings. The district court affirmed the TCEQ's issuance of the TPDES permit to Oak Grove. In December 2012, plaintiffs appealed the district court's decision to the Third Court of Appeals in Austin, Texas. While we cannot predict the timing or outcome of this proceeding, we believe the renewal and amendment of the Oak Grove TPDES permit are protective of the environment and were in accordance with applicable law.

In September 2010, the Sierra Club filed a lawsuit in the US District Court for the Eastern District of Texas (Texarkana Division) against EFH Corp. and Luminant Generation Company LLC (a wholly-owned subsidiary of TCEH) for alleged violations of the Clean Air Act (CAA) at Luminant's Martin Lake generation facility. In May 2012, the Sierra Club filed a lawsuit in the US District Court for the Western District of Texas (Waco Division) against EFH Corp. and Luminant Generation Company LLC for alleged violations of the CAA at Luminant's Big Brown generation facility. The Big Brown case is currently scheduled for trial in November 2013, and the Martin Lake case does not yet have a trial date. While we are unable to estimate any possible loss or predict the outcome, we believe that the Sierra Club's claims are without merit, and we intend to vigorously defend these lawsuits. In addition, in December 2010 and again in October 2011, the Sierra Club informed Luminant that it may sue Luminant for allegedly violating CAA provisions in connection with Luminant's Monticello generation facility. In May 2012, the Sierra Club informed us that it may sue us for allegedly violating CAA provisions in connection with Luminant's Sandow 4 generation facility. While we cannot predict whether the Sierra Club will actually file suit regarding Monticello or Sandow 4 or the outcome of any resulting proceedings, we believe we have complied with the requirements of the CAA at all of our generation facilities.

See below for discussion of litigation regarding the CSAPR and the Texas State Implementation Plan.

Regulatory Reviews

In June 2008, the EPA issued an initial request for information to TCEH under the EPA's authority under Section 114 of the CAA. The stated purpose of the request is to obtain information necessary to determine compliance with the CAA, including New Source Review Standards and air permits issued by the TCEQ for the Big Brown, Monticello and Martin Lake generation facilities. Historically, as the EPA has pursued its New Source Review enforcement initiative, companies that have received a large and broad request under Section 114, such as the request received by TCEH, have in many instances subsequently received a notice of violation from the EPA, which has in some cases progressed to litigation or settlement. In July 2012, the EPA sent us a notice of violation alleging noncompliance with the CAA's New Source Review Standards and the air permits at our Martin Lake and Big Brown generation facilities. While we cannot predict whether the EPA will initiate enforcement proceedings under the notice of violation, we believe that we have complied with all requirements of the CAA at all of our generation facilities. We cannot predict the outcome of any resulting enforcement proceedings or estimate the penalties that might be assessed in connection with any such proceedings. In September 2012, we filed a petition for review in the United States Court of Appeals for the Fifth Circuit Court (Fifth Circuit Court) seeking judicial review of the EPA's notice of violation. Given recent legal precedent subjecting agency orders like the notice of violation to judicial review, we filed the petition for review to preserve our ability to challenge the EPA's issuance of the notice and its defects. In October 2012, the EPA filed a motion to dismiss our petition. In December 2012, the Fifth Circuit Court issued an order that will delay a ruling on the EPA's motion to dismiss until after the case has been fully briefed and oral argument, if any, is held. In April 2013, we received an additional information request from the EPA under Section 114 related to the Big Brown, Martin Lake and Monticello facilities as well as an initial information request related to the Sandow 4 generation facility. We cannot predict the outcome of these proceedings, including the financial effects, if any.

Cross-State Air Pollution Rule (CSAPR)

In July 2011, the EPA issued the CSAPR, compliance with which would have required significant additional reductions of sulfur dioxide (SO₂) and nitrogen oxides (NO_x) emissions from our fossil-fueled generation units. In September 2011, we filed a petition for review in the US Court of Appeals for the District of Columbia Circuit (D.C. Circuit Court) challenging the CSAPR as it applies to Texas. If the CSAPR had taken effect, it would have caused us to, among other actions, idle two lignite/coal-fueled generation units and cease certain lignite mining operations by the end of 2011.

In February 2012, the EPA released a final rule (Final Revisions) and a proposed rule revising certain aspects of the CSAPR, including increases in the emissions budgets for Texas and our generation assets as compared to the July 2011 version of the rule. In April 2012, we filed in the D.C. Circuit Court a petition for review of the Final Revisions on the ground, among others, that the rules do not include all of the budget corrections we requested from the EPA. The parties to the case agreed that the case should be held in abeyance pending the conclusion of the CSAPR rehearing proceeding discussed below. In June 2012, the EPA finalized the proposed rule (Second Revised Rule). As compared to the proposed revisions to the CSAPR issued by the EPA in October 2011, the Final Revisions and the Second Revised Rule finalize emissions budgets for our generation assets that are approximately 6% lower for SO₂, 3% higher for annual NO_x and 2% higher for seasonal NO_x.

In August 2012, a three judge panel of the D.C. Circuit Court vacated the CSAPR, remanding it to the EPA for further proceedings. As a result, the CSAPR, the Final Revisions and the Second Revised Rule do not impose any immediate requirements on us, the State of Texas, or other affected parties. The D.C. Circuit Court's order stated that the EPA was expected to continue administering the CAIR (the predecessor rule to the CSAPR) pending the EPA's further consideration of the rule. In October 2012, the EPA and certain other parties that supported the CSAPR filed petitions with the D.C. Circuit Court seeking review by the full court of the panel's decision to vacate and remand the CSAPR. In January 2013, the D.C. Circuit Court denied these requests for rehearing, concluding the CSAPR rehearing proceeding. In March 2013, the EPA and certain other parties that supported the CSAPR submitted petitions to the US Supreme Court seeking its review of the D.C. Circuit Court decision. We cannot predict whether the US Supreme Court will grant or deny the petitions or the outcome of any granted review.

State Implementation Plan (SIP)

In September 2010, the EPA disapproved a portion of the State Implementation Plan pursuant to which the TCEQ implements its program to achieve the requirements of the CAA. The EPA disapproved the Texas standard permit for pollution control projects. We hold several permits issued pursuant to the TCEQ standard permit conditions for pollution control projects. We challenged the EPA's disapproval by filing a lawsuit in the US Court of Appeals for the Fifth Circuit (Fifth Circuit Court) arguing that the TCEQ's adoption of the standard permit conditions for pollution control projects was consistent with the CAA. In March 2012, the Fifth Circuit Court vacated the EPA's disapproval of the Texas standard permit for pollution control projects and remanded the matter to the EPA for reconsideration. We cannot predict the timing or outcome of the EPA's reconsideration, including the financial effects, if any.

In November 2010, the EPA disapproved a different portion of the SIP under which the TCEQ had been phasing out a long-standing exemption for certain emissions that unavoidably occur during startup, shutdown and maintenance activities and replacing that exemption with a more limited affirmative defense that will itself be phased out and replaced by TCEQ-issued generation facility-specific permit conditions. We, like many other electricity generation facility operators in Texas, have asserted applicability of the exemption or affirmative defense, and the TCEQ has not objected to that assertion. We have also applied for and received the generation facility-specific permit amendments. We challenged the EPA's disapproval by filing a lawsuit in the Fifth Circuit Court arguing that the TCEQ's adoption of the affirmative defense and phase-out of that affirmative defense as permits are issued is consistent with the CAA. In July 2012, the Fifth Circuit Court denied our challenge and ruled that the EPA's actions were in accordance with the CAA. In October 2012, the Fifth Circuit Court panel withdrew its opinion and issued a second, expanded opinion that again upheld the EPA's disapproval. In November 2012, we filed a petition with the Fifth Circuit Court asking for review by the full Fifth Circuit Court of the panel's second opinion. Other parties to the proceedings also filed a petition with the Fifth Circuit Court asking the panel to reconsider its decision. In March 2013, the Fifth Circuit Court panel withdrew its second opinion and issued a third opinion that again upheld the EPA's actions. In April 2013, the Fifth Circuit Court also denied our November 2012 petition for rehearing of the panel's second opinion and denied the request by other parties for the panel to reconsider its second decision. Following the issuance of the mandate, we filed a motion to recall the mandate, which was denied in a single-judge order. The parties to this proceeding have approximately 90 days to appeal the Fifth Circuit Court's decision to the US Supreme Court. We cannot predict the timing or outcome of this proceeding, including the financial effects, if any, related to the EPA's disapproval of this SIP provision.

Other Matters

We are involved in various legal and administrative proceedings in the normal course of business, the ultimate resolutions of which, in the opinion of management, are not anticipated to have a material effect on our results of operations, liquidity or financial condition.

XML

Equity

3 Months Ended

Mar. 31, 2013

Stockholders' Equity Note [Abstract]

Equity

EQUITY

Dividend Restrictions

EFH Corp. has not declared or paid any dividends since the Merger.

The indenture governing the EFH Corp. 10.875% Notes and EFH Corp. Toggle Notes includes covenants that, among other things and subject to certain exceptions, restrict our ability to pay dividends or make other distributions in respect of our common stock. Accordingly, our net income is restricted from being used to make distributions on our common stock unless such distributions are expressly permitted under these indentures and/or on a pro forma basis, after giving effect to such distribution, EFH Corp.'s consolidated leverage ratio is equal to or less than 7.0 to 1.0. For purposes of this calculation, "consolidated leverage ratio" is defined as the ratio of consolidated total debt (as defined in the indenture) to Adjusted EBITDA, in each case, consolidated with its subsidiaries other than Oncor Holdings and its subsidiaries. EFH Corp.'s consolidated leverage ratio was 10.7 to 1.0 at March 31, 2013.

The indentures governing the EFIH Notes generally restrict EFIH from making any cash distribution to EFH Corp. for the ultimate purpose of making a cash dividend on our common stock unless at the time, and after giving effect to such dividend, EFIH's consolidated leverage ratio is equal to or less than 6.0 to 1.0. Under the indentures governing the EFIH Notes, the term "consolidated leverage ratio" is defined as the ratio of EFIH's consolidated total debt (as defined in the indentures) to EFIH's Adjusted EBITDA on a consolidated basis (including Oncor's Adjusted EBITDA). EFIH's consolidated leverage ratio was 7.7 to 1.0 at March 31, 2013. In addition, the EFIH Notes generally restrict EFIH's ability to make distributions or loans to EFH Corp., unless such distributions or loans are expressly permitted under the indentures governing the EFIH Notes.

The TCEH Senior Secured Facilities generally restrict TCEH from making any cash distribution to any of its parent companies for the ultimate purpose of making a cash dividend on our common stock unless at the time, and after giving effect to such distribution, TCEH's consolidated total debt (as defined in the TCEH Senior Secured Facilities) to Adjusted EBITDA would be equal to or less than 6.5 to 1.0. At March 31, 2013, the ratio was 9.0 to 1.0.

In addition, the TCEH Senior Secured Facilities and indentures governing the TCEH Senior Notes, TCEH Senior Secured Notes and TCEH Senior Secured Second Lien Notes generally restrict TCEH's ability to make distributions or loans to any of its parent companies, EFCH and EFH Corp., unless such distributions or loans are expressly permitted under the TCEH Senior Secured Facilities and the indentures governing such notes.

Under applicable law, we are also prohibited from paying any dividend to the extent that immediately following payment of such dividend, there would be no statutory surplus or we would be insolvent.

Noncontrolling Interests

As discussed in Note 2, we consolidate a joint venture formed in 2009 for the purpose of developing two new nuclear generation units, which results in a noncontrolling interests component of equity. Net loss attributable to the noncontrolling interests was immaterial for the three months ended March 31, 2013 and 2012.

Equity

The following table presents the changes to equity for the three months ended March 31, 2013.

	EFH Corp. Shareholders’ Equity
	Common Stock (a)		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests		Total Equity
Balance at December 31, 2012	$	2	$	7,959	$	(18,939	)	$	(47	)	$	102	$	(10,923	)
Net loss	—		—		(569		)	—			—		(569		)
Effects of stock-based incentive compensation plans	—		2		—			—			—		2
Change in unrecognized losses related to pension and OPEB plans (Note 10)	—		—		—			(2		)	—		(2		)
Net effects of cash flow hedges	—		—		—			2			—		2
Net effects of cash flow hedges – Oncor (b)	—		—		—			1			—		1
Investment by noncontrolling interests	—		—		—			—			1		1
Balance at March 31, 2013	$	2	$	7,961	$	(19,508	)	$	(46	)	$	103	$	(11,488	)

____________

(a) Authorized shares totaled 2,000,000,000 at March 31, 2013. Outstanding shares totaled 1,681,908,837 and 1,680,539,245 at March 31, 2013 and December 31, 2012, respectively.

(b) Represents recognition in equity in earnings of unconsolidated subsidiaries of previous losses on interest rate hedge transactions entered into by Oncor.

The following table presents the changes to equity for the three months ended March 31, 2012.

	EFH Corp. Shareholders’ Equity
	Common Stock (a)		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests		Total Equity
Balance at December 31, 2011	$	2	$	7,947	$	(15,579	)	$	(222	)	$	95	$	(7,757	)
Net loss	—		—		(304		)	—			—		(304		)
Effects of stock-based incentive compensation plans	—		4		—			—			—		4
Change in unrecognized losses related to pension and OPEB plans	—		—		—			4			—		4
Net effects of cash flow hedges	—		—		—			3			—		3
Net effects of cash flow hedges – Oncor (b)	—		—		—			1			—		1
Investment by noncontrolling interests	—		—		—			—			2		2
Other	—		—		(1		)	—			—		(1		)
Balance at March 31, 2012	$	2	$	7,951	$	(15,884	)	$	(214	)	$	97	$	(8,048	)

____________

(a) Authorized shares totaled 2,000,000,000 at March 31, 2012. Outstanding shares totaled 1,678,739,245 and 1,679,539,245 at March 31, 2012 and December 31, 2011, respectively.

(b) Represents recognition in equity in earnings of unconsolidated subsidiaries of previous losses on interest rate hedge transactions entered into by Oncor.

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes to accumulated other comprehensive income (loss) for the three months ended March 31, 2013. There was no other comprehensive income (loss) before reclassification for the period.

	Dedesignated Cash Flow Hedges – Interest Rate Swaps (Note 9)			Pension and Other Postretirement Employee Benefit Liabilities Adjustments (Note 10)			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2012	$	(64	)	$	17		$	(47	)
Amounts reclassified from accumulated other comprehensive income (loss) and reported in:
Operating costs	—			(1		)	(1		)
Selling, general and administrative expenses	—			(1		)	(1		)
Interest expense and related charges	4			—			4
Other	—			(1		)	(1		)
Income tax benefit	(1		)	1			—
Total amount reclassified from accumulated other comprehensive income (loss) during the period	3			(2		)	1
Balance at March 31, 2013	$	(61	)	$	15		$	(46	)

XML

Commodity And Other Derivative Contractual Assets And Liabilities

3 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Commodity And Other Derivative Contractual Assets And Liabilities

COMMODITY AND OTHER DERIVATIVE CONTRACTUAL ASSETS AND LIABILITIES

Strategic Use of Derivatives

We transact in derivative instruments, such as options, swaps, futures and forward contracts, primarily to manage commodity price risk and interest rate risk exposure. Our principal activities involving derivatives consist of a commodity hedging program and the hedging of interest costs on our long-term debt. See Note 8 for a discussion of the fair value of all derivatives.

Natural Gas Price Hedging Program — TCEH has a natural gas price hedging program designed to reduce exposure to changes in future electricity prices due to changes in the price of natural gas, thereby hedging future revenues from electricity sales and related cash flows. In ERCOT, the wholesale price of electricity has generally moved with the price of natural gas. Under the program, TCEH has entered into market transactions involving natural gas-related financial instruments and has sold forward natural gas through 2014. These transactions are intended to hedge a portion of electricity price exposure related to expected lignite/coal- and nuclear-fueled generation for this period. Unrealized gains and losses arising from changes in the fair value of the instruments under the program as well as realized gains and losses upon settlement of the instruments are reported in the income statement in net gain (loss) from commodity hedging and trading activities.

Interest Rate Swap Transactions — Interest rate swap agreements are used to reduce exposure to interest rate changes by converting floating-rate debt to fixed rates, thereby hedging future interest costs and related cash flows. Interest rate basis swaps are used to effectively reduce the hedged borrowing costs. Unrealized gains and losses arising from changes in the fair value of the swaps as well as realized gains and losses upon settlement of the swaps are reported in the income statement in interest expense and related charges. See Note 5 for additional information about interest rate swap agreements.

Other Commodity Hedging and Trading Activity — In addition to the natural gas price hedging program, TCEH enters into derivatives, including electricity, natural gas, fuel oil, uranium, emission and coal instruments, generally for shorter-term hedging purposes. To a limited extent, TCEH also enters into derivative transactions for proprietary trading purposes, principally in natural gas and electricity markets.

Financial Statement Effects of Derivatives

Substantially all derivative contractual assets and liabilities arise from mark-to-market accounting consistent with accounting standards related to derivative instruments and hedging activities. The following tables provide detail of commodity and other derivative contractual assets and liabilities (with the column totals representing the net positions of the contracts) as reported in the balance sheets at March 31, 2013 and December 31, 2012:

March 31, 2013
	Derivative assets				Derivative liabilities
	Commodity contracts		Interest rate swaps		Commodity contracts			Interest rate swaps			Total
Current assets	$	1,207	$	121	$	—		$	—		$	1,328
Noncurrent assets	424		—		—			—			424
Current liabilities	—		—		(448		)	(659		)	(1,107		)
Noncurrent liabilities	—		—		(12		)	(1,395		)	(1,407		)
Net assets (liabilities)	$	1,631	$	121	$	(460	)	$	(2,054	)	$	(762	)

December 31, 2012
	Derivative assets				Derivative liabilities
	Commodity contracts		Interest rate swaps		Commodity contracts			Interest rate swaps			Total
Current assets	$	1,461	$	134	$	—		$	—		$	1,595
Noncurrent assets	586		—		—			—			586
Current liabilities	—		—		(366		)	(678		)	(1,044		)
Noncurrent liabilities	—		—		(17		)	(1,539		)	(1,556		)
Net assets (liabilities)	$	2,047	$	134	$	(383	)	$	(2,217	)	$	(419	)

At March 31, 2013 and December 31, 2012, there were no derivative positions accounted for as cash flow or fair value hedges.

The following table presents the pretax effect of derivatives on net income (gains (losses)), including realized and unrealized effects:

	Three Months Ended March 31,
Derivative (income statement presentation)	2013			2012
Commodity contracts (Net gain (loss) from commodity hedging and trading activities) (a)	$	(200	)	$	358
Interest rate swaps (Interest expense and related charges) (b)	(3		)	(56		)
Net gain (loss)	$	(203	)	$	302

____________

(a) Amount represents changes in fair value of positions in the derivative portfolio during the period, as realized amounts related to positions settled are assumed to equal reversals of previously recorded unrealized amounts.

(b) Includes unrealized mark-to-market net gain as well as the net realized effect on interest paid/accrued, both reported in "Interest Expense and Related Charges" (see Note 13).

The following table presents the pretax effect (all losses) on net income and other comprehensive income (OCI) of derivative instruments previously accounted for as cash flow hedges. There were no amounts recognized in OCI for the three months ended March 31, 2013 and 2012.

Derivative type (income statement presentation of loss reclassified from accumulated OCI into income)	Three Months Ended March 31,
	2013			2012
Interest rate swaps (interest expense and related charges)	$	(2	)	$	(3	)
Interest rate swaps (depreciation and amortization)	(1		)	(1		)
Total	$	(3	)	$	(4	)

There were no transactions designated as cash flow hedges during the three months ended March 31, 2013 and 2012.

Accumulated other comprehensive income related to cash flow hedges (excluding Oncor's interest rate hedge) at March 31, 2013 and December 31, 2012 totaled $40 million and $43 million in net losses (after-tax), respectively, substantially all of which relates to interest rate swaps. We expect that $5 million of net losses (after-tax) related to cash flow hedges included in accumulated other comprehensive income at March 31, 2013 will be reclassified into net income during the next twelve months as the related hedged transactions affect net income.

Balance Sheet Presentation of Derivatives

Consistent with elections under US GAAP to present amounts on a gross basis, we report derivative assets and liabilities in the balance sheet without taking into consideration netting arrangements we have with counterparties. This presentation can result in significant volatility in derivative assets and liabilities because we may enter into offsetting positions with the same counterparties, resulting in both assets and liabilities, and the underlying commodity prices can change significantly from period to period.

Margin deposits that contractually offset these derivative instruments are reported separately in the balance sheet. Margin deposits received from counterparties are either used for working capital or other corporate purposes or are deposited in a separate restricted cash account. At March 31, 2013 and December 31, 2012, margin deposits held were unrestricted.

We maintain standardized master netting agreements with counterparties that allow for the netting of positive and negative exposures. Generally, we utilize the International Swaps and Derivatives Association (ISDA) standardized contract for financial transactions, the Edison Electric Institute standardized contract for physical power transactions and the North American Energy Standards Board (NAESB) standardized contract for physical natural gas transactions. These contain credit enhancements that allow for the right to offset assets and liabilities with other financial instruments and collateral received in order to reduce credit exposure between us and the counterparty. These agreements contain specific language related to margin requirements, monthly settlement netting, cross-commodity netting and early termination netting, which is negotiated with the contract counterparty.

Certain entities are counterparties to both our natural gas hedge program positions and our interest rate swaps and have entered into master agreements that provide for netting and setoff of amounts related to these positions.

The following tables reconcile our derivative assets and liabilities as presented in the consolidated balance sheet to net amounts after taking into consideration netting arrangements with counterparties and financial collateral:

March 31, 2013
	Amounts Presented in Balance Sheet			Offsetting Financial Instruments (a)			Financial Collateral (Received) Pledged (b)			Net Amounts (c)
Derivative assets:
Commodity contracts	$	1,631		$	(1,011	)	$	(454	)	$	166
Interest rate swaps	121			(121		)	—			—
Total derivative assets	1,752			(1,132		)	(454		)	166
Derivative liabilities:
Commodity contracts	(460		)	329			89			(42		)
Interest rate swaps	(2,054		)	803			—			(1,251		)
Total derivative liabilities	(2,514		)	1,132			89			(1,293		)
Net amounts	$	(762	)	$	—		$	(365	)	$	(1,127	)

December 31, 2012
	Amounts Presented in Balance Sheet			Offsetting Financial Instruments (a)			Financial Collateral (Received) Pledged (b)			Net Amounts
Derivative assets:
Commodity contracts	$	2,047		$	(1,263	)	$	(597	)	$	187
Interest rate swaps	134			(134		)	—			—
Total derivative assets	2,181			(1,397		)	(597		)	187
Derivative liabilities:
Commodity contracts	(383		)	319			29			(35		)
Interest rate swaps	(2,217		)	1,078			—			(1,139		)
Total derivative liabilities	(2,600		)	1,397			29			(1,174		)
Net amounts	$	(419	)	$	—		$	(568	)	$	(987	)

____________

(a) Offsetting financial instruments with respect to commodity contracts include amounts related to interest rate swaps and vice versa. Amounts exclude trade accounts receivable and payable related to settled financial instruments.

(b) Financial collateral consists entirely of cash margin deposits.

(c) Includes net liability positions totaling approximately $1.3 billion related to counterparties with positions that are secured by a first-lien interest in the assets of TCEH on a pari passu basis with the TCEH Senior Secured Facilities and the TCEH Senior Secured Notes.

Derivative Volumes

The following table presents the gross notional amounts of derivative volumes at March 31, 2013 and December 31, 2012:

	March 31, 2013		December 31, 2012
Derivative type	Notional Volume				Unit of Measure
Interest rate swaps:
Floating/fixed (a)	$	32,565	$	32,760	Million US dollars
Basis	$	11,967	$	11,967	Million US dollars
Natural gas:
Natural gas price hedge forward sales and purchases (b)	743		875		Million MMBtu
Locational basis swaps	463		495		Million MMBtu
All other	1,921		1,549		Million MMBtu
Electricity	61,470		76,767		GWh
Congestion Revenue Rights (c)	88,033		111,185		GWh
Coal	11		13		Million tons
Fuel oil	35		47		Million gallons
Uranium	804		441		Thousand pounds

____________

(a) Includes notional amount of interest rate swaps with maturity dates through October 2014 as well as notional amount of swaps effective from October 2014 with maturity dates through October 2017 (see Note 5).

(b) Represents gross notional forward sales, purchases and options transactions in the natural gas price hedging program. The net amount of these transactions was approximately 310 million MMBtu and 360 million MMBtu at March 31, 2013 and December 31, 2012, respectively.

(c) Represents gross forward purchases associated with instruments used to hedge price differences between settlement points in the nodal wholesale market design in ERCOT.

Credit Risk-Related Contingent Features of Derivatives

The agreements that govern our derivative instrument transactions may contain certain credit risk-related contingent features that could trigger liquidity requirements in the form of cash collateral, letters of credit or some other form of credit enhancement. Certain of these agreements require the posting of collateral if our credit rating is downgraded by one or more credit rating agencies; however, due to our credit ratings being below investment grade, substantially all of such collateral posting requirements are already effective.

At March 31, 2013 and December 31, 2012, the fair value of liabilities related to derivative instruments under agreements with credit risk-related contingent features that were not fully cash collateralized totaled $112 million and $58 million, respectively. The liquidity exposure associated with these liabilities was reduced by cash and letter of credit postings with the counterparties totaling $31 million and $12 million at March 31, 2013 and December 31, 2012, respectively. If all the credit risk-related contingent features related to these derivatives had been triggered, including cross default provisions, at March 31, 2013 and December 31, 2012, there were no remaining liquidity requirements.

In addition, certain derivative agreements that are collateralized primarily with liens on certain of our assets include indebtedness cross-default provisions that could result in the settlement of such contracts if there were a failure under other financing arrangements to meet payment terms or to comply with other covenants that could result in the acceleration of such indebtedness. At March 31, 2013 and December 31, 2012, the fair value of derivative liabilities subject to such cross-default provisions, largely related to interest rate swaps, totaled $2.098 billion and $2.299 billion, respectively, before consideration of the amount of assets subject to the liens. No cash collateral or letters of credit were posted with these counterparties at March 31, 2013 and December 31, 2012 to reduce the liquidity exposure. If all the credit risk-related contingent features related to these derivatives, including amounts related to cross-default provisions, had been triggered at March 31, 2013 and December 31, 2012, the remaining related liquidity requirement after reduction for derivative assets under netting arrangements but before consideration of the amount of assets subject to the liens would have totaled $1.252 billion and $1.141 billion, respectively. See Note 5 for a description of other obligations that are supported by liens on certain of our assets.

As discussed immediately above, the aggregate fair values of liabilities under derivative agreements with credit risk-related contingent features, including cross-default provisions, totaled $2.210 billion and $2.357 billion at March 31, 2013 and December 31, 2012, respectively. These amounts are before consideration of cash and letter of credit collateral posted, net accounts receivable and derivative assets under netting arrangements and assets subject to related liens.

Some commodity derivative contracts contain credit risk-related contingent features that do not provide for specific amounts to be posted if the features are triggered. These provisions include material adverse change, performance assurance, and other clauses that generally provide counterparties with the right to request additional credit enhancements. The amounts disclosed above exclude credit risk-related contingent features that do not provide for specific amounts or exposure calculations.

Concentrations of Credit Risk Related to Derivatives

We have significant concentrations of credit risk with the counterparties to our derivative contracts. At March 31, 2013, total credit risk exposure to all counterparties related to derivative contracts totaled $1.843 billion (including associated accounts receivable). The net exposure to those counterparties totaled $227 million at March 31, 2013 after taking into effect netting arrangements, setoff provisions and collateral. At March 31, 2013, the credit risk exposure to the banking and financial sector represented 91% of the total credit risk exposure and 59% of the net exposure, a significant amount of which is related to the natural gas price hedging program, and the largest net exposure to a single counterparty totaled $52 million.

Exposure to banking and financial sector counterparties is considered to be within an acceptable level of risk tolerance because all of this exposure is with counterparties with investment grade credit ratings. However, this concentration increases the risk that a default by any of these counterparties would have a material effect on our financial condition, results of operations and liquidity. The transactions with these counterparties contain certain provisions that would require the counterparties to post collateral in the event of a material downgrade in their credit rating.

We maintain credit risk policies with regard to our counterparties to minimize overall credit risk. These policies authorize specific risk mitigation tools including, but not limited to, use of standardized master agreements that allow for netting of positive and negative exposures associated with a single counterparty. Credit enhancements such as parent guarantees, letters of credit, surety bonds, liens on assets and margin deposits are also utilized. Prospective material changes in the payment history or financial condition of a counterparty or downgrade of its credit quality result in the reassessment of the credit limit with that counterparty. The process can result in the subsequent reduction of the credit limit or a request for additional financial assurances. An event of default by one or more counterparties could subsequently result in termination-related settlement payments that reduce available liquidity if amounts are owed to the counterparties related to the derivative contracts or delays in receipts of expected settlements if the counterparties owe amounts to us.

XML

Pension And Other Postretirement Employee Benefits (OPEB) Plans (Pension and OPEB Costs Recognized as Expense) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Components of net pension/OPEB costs:
Total benefit costs	$ 15	$ 45
Net amounts recognized as expense by EFH Corp. and consolidated subsidiaries	3	14
Oncor [Member] | Majority-Owned Subsidiary, Unconsolidated [Member]
Components of net pension/OPEB costs:
Less amounts expensed by Oncor (and not consolidated)	(6)	(9)
Less amounts deferred principally as a regulatory asset or property by Oncor	(6)	(22)
Pension benefits [Member]
Components of net pension/OPEB costs:
Service cost	2	12
Interest cost	3	40
Expected return on assets	(2)	(40)
Amortization of net loss	2	27
Total benefit costs	5	39
OPEB [Member]
Components of net pension/OPEB costs:
Service cost	3	2
Interest cost	10	11
Expected return on assets	(3)	(3)
Amortization of net loss	8	4
Amortization of prior service cost	(8)	(8)
Total benefit costs	$ 10	$ 6

XML

Segment Information (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013 Reportable_segment	Mar. 31, 2012
Segment Reporting Information [Line Items]
Number of reportable segments (in reportable segments)	2
Operating revenues (all Competitive Electric)	$ 1,260	$ 1,222
Equity in earnings of unconsolidated subsidiaries (net of tax) — Regulated Delivery (net of noncontrolling interest of $17 and $15)	67	57
Interest income	0	2
Income tax expense (benefit)	(475)	(180)
Net income (loss):	(569)	(304)
Competitive Electric [Member]
Segment Reporting Information [Line Items]
Operating revenues (all Competitive Electric)	1,260	1,222
Net income (loss):	(547)	(260)
Regulated Delivery [Member]
Segment Reporting Information [Line Items]
Equity in earnings of unconsolidated subsidiaries (net of tax) — Regulated Delivery (net of noncontrolling interest of $17 and $15)	67	57
Net income (loss):	67	57
Corp. and Other [Member]
Segment Reporting Information [Line Items]
Net income (loss):	(89)	(101)
Noncontrolling Interest [Member]
Segment Reporting Information [Line Items]
Equity in earnings of unconsolidated subsidiaries (net of tax) — Regulated Delivery (net of noncontrolling interest of $17 and $15)	$ 17	$ 15

XML

Pension And Other Postretirement Employee Benefits (OPEB) Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Pension and OPEB [Member] | Majority-Owned Subsidiary, Unconsolidated [Member] | Oncor [Member]
Defined Benefit Plan, Estimated Future Employer Contributions
Estimated future employer contributions in next fiscal year	$ 9
Pension benefits [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	4.30%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets	5.40%
Defined Benefit Plan, Estimated Future Employer Contributions
Defined Benefit Plan Contributions By Employer Excluding Affiliated Supplemental Plan	6
Estimated future employer contributions in next fiscal year	1
Pension benefits [Member] | Majority-Owned Subsidiary, Unconsolidated [Member] | Oncor [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Contributions by Employer	6
OPEB [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	4.10%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets	6.70%
Defined Benefit Plan, Contributions by Employer	4
Defined Benefit Plan, Estimated Future Employer Contributions
Estimated future employer contributions in next fiscal year	13
OPEB [Member] | Majority-Owned Subsidiary, Unconsolidated [Member] | Oncor [Member]
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Contributions by Employer	$ 3

XML

Variable Interest Entities (Oncor Holdings and Distributions from Oncor Holdings) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Schedule of Equity Method Investments [Line Items]
Investment in unconsolidated subsidiary	$ 5,886		$ 5,850
Distributions of earnings from unconsolidated subsidiaries	31	36
Oncor Holdings or Oncor [Member]
Schedule of Equity Method Investments [Line Items]
Related party tax expense, due from affiliates, current	9	0
Oncor Holdings [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership (as a percent)	100.00%
Distributions of earnings from unconsolidated subsidiaries	31	36
Eligible distributions after accounting for regulatory restrictions	$ 196
Ratio of debt to equity, debt (as a percent)	60.00%
Ratio of debt to equity, equity (as a percent)	40.00%
Ratio of regulatory capitalization, debt (as a percent)	58.60%
Ratio of regulatory capitalization, equity (as a percent)	41.40%
Oncor Holdings [Member] | Oncor [Member]
Schedule of Equity Method Investments [Line Items]
Percentage of equity method investment consolidated revenues related to services provided to entity (as a percent)	28.00%	29.00%
Energy Future Intermediate Holding CO LLC [Member] | Oncor [Member]
Schedule of Equity Method Investments [Line Items]
Equity method investment, ownership (as a percent)	80.00%

XML

Equity (Narrative) (Details)	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2012	Dec. 31, 2011
Equity
Consolidated leverage ratio related to dividend restrictions covenant threshold (as a ratio)	7.0
Consolidated leverage ratio related to dividend restrictions covenant, actual ratio (as a ratio)	10.7
Common Stock, Shares Authorized	2,000,000,000		2,000,000,000
Common stock, shares outstanding	1,681,908,837	1,680,539,245	1,678,739,245	1,679,539,245
Energy Future Intermediate Holding CO LLC [Member]
Equity
Consolidated leverage ratio related to dividend restrictions covenant threshold (as a ratio)	6.0
Consolidated leverage ratio related to dividend restrictions covenant, actual ratio (as a ratio)	7.7
Texas Competitive Electric Holdings Company LLC [Member]
Equity
Consolidated total debt to Adjusted EBITDA ratio related to dividend restrictions, threshold ratio (as a ratio)	6.5
Consolidated total debt to Adjusted EBITDA ratio related to dividend restrictions, actual ratio (as a ratio)	9.0

XML

Business And Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Basis of Presentation

The condensed consolidated financial statements have been prepared in accordance with US GAAP and on the same basis as the audited financial statements included in our 2012 Form 10-K. Investments in unconsolidated subsidiaries, which are 50% or less owned and/or do not meet accounting standards criteria for consolidation, are accounted for under the equity method (see Note 2). Adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the results of operations and financial position have been included therein. All intercompany items and transactions have been eliminated in consolidation. Any acquisitions of outstanding debt for cash, including notes that had been issued in lieu of cash interest, are presented in the financing activities section of the statement of cash flows. Certain information and footnote disclosures normally included in annual consolidated financial statements prepared in accordance with US GAAP have been omitted pursuant to the rules and regulations of the SEC. Because the condensed consolidated interim financial statements do not include all of the information and footnotes required by US GAAP, they should be read in conjunction with the audited financial statements and related notes included in our 2012 Form 10-K. The results of operations for an interim period may not give a true indication of results for a full year. All dollar amounts in the financial statements and tables in the notes are stated in millions of US dollars unless otherwise indicated.

Use of Estimates

Preparation of financial statements requires estimates and assumptions about future events that affect the reporting of assets and liabilities at the balance sheet dates and the reported amounts of revenue and expense, including fair value measurements. In the event estimates and/or assumptions prove to be different from actual amounts, adjustments are made in subsequent periods to reflect more current information.

XML

Equity (Tables)

3 Months Ended

Mar. 31, 2013

Stockholders' Equity Note [Abstract]

Schedule of Stockholders Equity

The following table presents the changes to equity for the three months ended March 31, 2013.

	EFH Corp. Shareholders’ Equity
	Common Stock (a)		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests		Total Equity
Balance at December 31, 2012	$	2	$	7,959	$	(18,939	)	$	(47	)	$	102	$	(10,923	)
Net loss	—		—		(569		)	—			—		(569		)
Effects of stock-based incentive compensation plans	—		2		—			—			—		2
Change in unrecognized losses related to pension and OPEB plans (Note 10)	—		—		—			(2		)	—		(2		)
Net effects of cash flow hedges	—		—		—			2			—		2
Net effects of cash flow hedges – Oncor (b)	—		—		—			1			—		1
Investment by noncontrolling interests	—		—		—			—			1		1
Balance at March 31, 2013	$	2	$	7,961	$	(19,508	)	$	(46	)	$	103	$	(11,488	)

____________

(a) Authorized shares totaled 2,000,000,000 at March 31, 2013. Outstanding shares totaled 1,681,908,837 and 1,680,539,245 at March 31, 2013 and December 31, 2012, respectively.

(b) Represents recognition in equity in earnings of unconsolidated subsidiaries of previous losses on interest rate hedge transactions entered into by Oncor.

The following table presents the changes to equity for the three months ended March 31, 2012.

	EFH Corp. Shareholders’ Equity
	Common Stock (a)		Additional Paid-in Capital		Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests		Total Equity
Balance at December 31, 2011	$	2	$	7,947	$	(15,579	)	$	(222	)	$	95	$	(7,757	)
Net loss	—		—		(304		)	—			—		(304		)
Effects of stock-based incentive compensation plans	—		4		—			—			—		4
Change in unrecognized losses related to pension and OPEB plans	—		—		—			4			—		4
Net effects of cash flow hedges	—		—		—			3			—		3
Net effects of cash flow hedges – Oncor (b)	—		—		—			1			—		1
Investment by noncontrolling interests	—		—		—			—			2		2
Other	—		—		(1		)	—			—		(1		)
Balance at March 31, 2012	$	2	$	7,951	$	(15,884	)	$	(214	)	$	97	$	(8,048	)

____________

(a) Authorized shares totaled 2,000,000,000 at March 31, 2012. Outstanding shares totaled 1,678,739,245 and 1,679,539,245 at March 31, 2012 and December 31, 2011, respectively.

(b) Represents recognition in equity in earnings of unconsolidated subsidiaries of previous losses on interest rate hedge transactions entered into by Oncor.

Schedule of Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes to accumulated other comprehensive income (loss) for the three months ended March 31, 2013. There was no other comprehensive income (loss) before reclassification for the period.

	Dedesignated Cash Flow Hedges – Interest Rate Swaps (Note 9)			Pension and Other Postretirement Employee Benefit Liabilities Adjustments (Note 10)			Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2012	$	(64	)	$	17		$	(47	)
Amounts reclassified from accumulated other comprehensive income (loss) and reported in:
Operating costs	—			(1		)	(1		)
Selling, general and administrative expenses	—			(1		)	(1		)
Interest expense and related charges	4			—			4
Other	—			(1		)	(1		)
Income tax benefit	(1		)	1			—
Total amount reclassified from accumulated other comprehensive income (loss) during the period	3			(2		)	1
Balance at March 31, 2013	$	(61	)	$	15		$	(46	)

XML

Short-Term Borrowings And Long-Term Debt (TCEH Interest Rate Swap Transactions) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013		Mar. 31, 2012		Dec. 31, 2012
Derivative [Line Items]
Unrealized net gain	$ 150	[1]	$ 114	[1]
Interest rate swaps [Member]
Derivative [Line Items]
Notional amount of interest rate derivatives	32,565	[2]			32,760	[2]
Interest rate swaps [Member] | Texas Competitive Electric Holdings Company LLC [Member]
Derivative [Line Items]
Realized net loss	(151)		(168)
Unrealized net gain	148		110
Total	(3)		(58)
Accumulated unrealized gain (loss) on interest rate derivative instruments not designated as hedging instruments	1,917				2,065
Accumulated unrealized gain (loss) on interest rate derivative instruments not designated as hedging instruments other comprehensive income, pre-tax	62				65
Interest rate swaps [Member] | Texas Competitive Electric Holdings Company LLC [Member] | October 2015 through October 2017 [Member]
Derivative [Line Items]
Notional amount of interest rate derivatives	12,600	[3]
Interest rate swaps [Member] | Texas Competitive Electric Holdings Company LLC [Member] | Expires in October 2015 and the remainder in October 2017 [Member]
Derivative [Line Items]
Notional amount of interest rate derivatives	3,000
Interest rate swaps [Member] | Texas Competitive Electric Holdings Company LLC [Member] | Minimum [Member] | October 2012 through October 2014 [Member]
Derivative [Line Items]
Swap interest rate (as a percent)	5.50%	[4]
Interest rate swaps [Member] | Texas Competitive Electric Holdings Company LLC [Member] | Minimum [Member] | October 2015 through October 2017 [Member]
Derivative [Line Items]
Swap interest rate (as a percent)	6.80%	[3]
Interest rate swaps [Member] | Texas Competitive Electric Holdings Company LLC [Member] | Maximum [Member] | October 2012 through October 2014 [Member]
Derivative [Line Items]
Swap interest rate (as a percent)	9.30%	[4]
Interest rate swaps [Member] | Texas Competitive Electric Holdings Company LLC [Member] | Maximum [Member] | October 2015 through October 2017 [Member]
Derivative [Line Items]
Swap interest rate (as a percent)	9.00%	[3]
Basis swap [Member]
Derivative [Line Items]
Notional amount of interest rate derivatives	11,967				11,967
Basis swap [Member] | Texas Competitive Electric Holdings Company LLC [Member] | October 2012 through October 2014 [Member]
Derivative [Line Items]
Notional amount of interest rate derivatives	11,967	[4]
Debt obligation expiring in 2012 [Member] | Interest rate swaps [Member] | Texas Competitive Electric Holdings Company LLC [Member]
Derivative [Line Items]
Long-term debt, gross	600
Increase in notional amount of swaps during period [Member] | Interest rate swaps [Member] | Texas Competitive Electric Holdings Company LLC [Member]
Derivative [Line Items]
Notional Amount of Interest Rate Derivatives, Gross	405
Line of Credit [Member] | Texas Competitive Electric Holdings Company LLC [Member]
Derivative [Line Items]
Long-term debt, gross	22,616
Line of Credit [Member] | Term Loan Facilities maturing October 2014 [Member] | Texas Competitive Electric Holdings Company LLC [Member]
Derivative [Line Items]
Notional amount of interest rate derivatives	$ 18,265	[4]

[1] Three months ended March 31, 2013 and 2012 amounts include net gains totaling $148 million and $110 million, respectively, related to TCEH swaps (see Note 5) and net gains totaling $2 million and $4 million, respectively, related to EFH Corp. swaps substantially closed through offsetting positions.

[2] Includes notional amount of interest rate swaps with maturity dates through October 2014 as well as notional amount of swaps effective from October 2014 with maturity dates through October 2017 (see Note 5).

[3] These swaps are effective from October 2014 through October 2017. The $12.6 billion notional amount of swaps includes $3 billion that expires in October 2015 with the remainder expiring in October 2017.

[4] Swaps related to an aggregate $600 million principal amount of debt expired in 2013. Per the terms of the transactions, the notional amount of swaps entered into in 2011 grew by $405 million in 2013, substantially offsetting the expired swaps.

XML

Trade Accounts Receivable And Accounts Receivable Securitization Program (Narrative) (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unbilled revenue related to gross trade receivables	$ 200,000,000	$ 260,000,000
Texas Competitive Electric Holdings Company LLC [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Maximum funding capacity	200,000,000
Program funding	89,000,000	82,000,000
Decrease in customer deposits held by the originator because TCEH's credit ratings were lower than Ba3/BB-	35,000,000
Aggregate principal amount of term loan and senior secured facilities outstanding, maximum	500,000,000
Texas Competitive Electric Holdings Company LLC [Member] | Minimum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Program termination, expected period to achieve a normalized level of cash flows (in days)	10 days
Texas Competitive Electric Holdings Company LLC [Member] | Maximum [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Program termination, expected period to achieve a normalized level of cash flows (in days)	24 days
Texas Competitive Electric Holdings Company LLC [Member] | TXU Receivables Company [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Limited percentage of uncollected accounts receivable purchased	25.00%
Early termination if delinquency ratio for sold receivables exceeds maximum days (in days)	31 days
Early termination if default ratio for delinquent or deemed uncollectible exceeds maximum (in days)	91 days
Termination if defaults of any payment to debt, minimum	50,000
Affiliate acting as collection agent, default in any payment of debt other than hedging obligations result in default, minimum	200,000,000
Consolidation, Eliminations [Member] | Texas Competitive Electric Holdings Company LLC [Member] | TXU Receivables Company [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Subordinated notes payable	$ 44,000,000	$ 97,000,000

XML

Condensed Statements Of Consolidated Cash Flows (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows — operating activities:
Net loss	$ (569)	$ (304)
Adjustments to reconcile net loss to cash provided by (used in) operating activities:
Depreciation and amortization	394	383
Deferred income tax benefit, net	(322)	(185)
Unrealized net loss from mark-to-market valuations of commodity positions	487	152
Unrealized net gain from mark-to-market valuations of interest rate swaps (Note 5)	(150)	(114)
Interest expense on toggle notes payable in additional principal (Notes 5 and 13)	41	57
Amortization of debt related costs, discounts, fair value discounts and losses on dedesignated cash flow hedges (Note 13)	61	61
Equity in earnings of unconsolidated subsidiaries	(67)	(57)
Distributions of earnings from unconsolidated subsidiaries	31	36
Bad debt expense (Note 4)	6	5
Accretion expense related primarily to mining reclamation obligations (Note 13)	8	9
Stock-based incentive compensation expense	2	4
Changes in operating assets and liabilities:
Margin deposits, net	(199)	12
Other operating assets and liabilities	179	79
Cash provided by (used in) operating activities	(98)	138
Cash flows — financing activities:
Issuances of long-term debt (Note 5)	0	1,150
Repayments/repurchases of long-term debt (Note 5)	(16)	(19)
Net short-term borrowings under accounts receivable securitization program (Note 4)	7	(11)
Decrease in other short-term borrowings (Note 5)	0	(670)
Decrease in note payable to unconsolidated subsidiary (Note 11)	0	(10)
Sale/leaseback of equipment	0	14
Contributions from noncontrolling interests	1	2
Debt amendment, exchange and issuance costs and discounts, including third-party fees expensed	(6)	(37)
Other, net	(1)	1
Cash provided by (used in) financing activities	(15)	420
Cash flows — investing activities:
Capital expenditures	(139)	(186)
Nuclear fuel purchases	(20)	(64)
Proceeds from sales of assets	1	0
Restricted cash used to settle TCEH Demand Notes (Note 11)	680	0
Other changes in restricted cash	(4)	15
Purchases of environmental allowances and credits	(5)	(6)
Proceeds from sales of nuclear decommissioning trust fund securities	41	10
Investments in nuclear decommissioning trust fund securities	(45)	(14)
Other, net	2	2
Cash provided by (used in) investing activities	511	(243)
Net change in cash and cash equivalents	398	315
Cash and cash equivalents — beginning balance	1,913	826
Cash and cash equivalents — ending balance	$ 2,311	$ 1,141

XML

Goodwill And Identifiable Intangible Assets

3 Months Ended

Mar. 31, 2013

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill And Identifiable Intangible Assets

GOODWILL AND IDENTIFIABLE INTANGIBLE ASSETS

Goodwill

The following table provides information regarding our goodwill balance, all of which relates to the Competitive Electric segment. There were no changes to the goodwill balance for the three months ended March 31, 2013. None of the goodwill is being deducted for tax purposes.

Goodwill before impairment charges	$	18,342
Accumulated impairment charges	(13,390		)
Balance at March 31, 2013 and December 31, 2012	$	4,952

In the first quarter 2013, we finalized the fair value calculations supporting the $1.2 billion noncash goodwill impairment charge related to the Competitive Electric segment that was recorded in the fourth quarter 2012. No additional impairment was recorded.

Identifiable Intangible Assets

Identifiable intangible assets reported in the balance sheet are comprised of the following:

	March 31, 2013						December 31, 2012
Identifiable Intangible Asset	Gross Carrying Amount		Accumulated Amortization		Net		Gross Carrying Amount		Accumulated Amortization		Net
Retail customer relationship	$	463	$	384	$	79	$	463	$	378	$	85
Favorable purchase and sales contracts	552		320		232		552		314		238
Capitalized in-service software	349		176		173		356		174		182
Environmental allowances and credits	596		396		200		594		393		201
Mining development costs	173		90		83		163		82		81
Total intangible assets subject to amortization	$	2,133	$	1,366	767		$	2,128	$	1,341	787
Retail trade name (not subject to amortization)					955						955
Mineral interests (not currently subject to amortization)					13						13
Total intangible assets					$	1,735					$	1,755

Amortization expense related to intangible assets (including income statement line item) consisted of:

Identifiable Intangible Asset	Income Statement Line	Segment	Three Months Ended March 31,
			2013		2012
Retail customer relationship	Depreciation and amortization	Competitive Electric	$	6	$	9
Favorable purchase and sales contracts	Operating revenues/fuel, purchased power costs and delivery fees	Competitive Electric	6		8
Capitalized in-service software	Depreciation and amortization	All	10		8
Environmental allowances and credits	Fuel, purchased power costs and delivery fees	Competitive Electric	3		5
Mining development costs	Depreciation and amortization	Competitive Electric	8		6
Total amortization expense			$	33	$	36

Estimated Amortization of Intangible Assets– The estimated aggregate amortization expense of intangible assets for each of the next five fiscal years is as follows:

Year	Estimated Amortization Expense
2013	$	136
2014	$	119
2015	$	108
2016	$	88
2017	$	68

XML

Commodity And Other Derivative Contractual Assets And Liabilities (Derivative (Income Statement Presentation) and Derivative type (Income Statement Presentation of Loss Reclassified from Accumulated OCI into Income)) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended				3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Interest rate swaps [Member]	Dec. 31, 2012 Interest rate swaps [Member]	Mar. 31, 2013 Net gain from commodity hedging and trading activities [Member] Commodity contracts [Member]		Mar. 31, 2012 Net gain from commodity hedging and trading activities [Member] Commodity contracts [Member]		Mar. 31, 2013 Interest expense and related charges [Member] Interest rate swaps [Member]		Mar. 31, 2012 Interest expense and related charges [Member] Interest rate swaps [Member]		Mar. 31, 2013 Cash Flow Hedging [Member]	Mar. 31, 2012 Cash Flow Hedging [Member]	Mar. 31, 2013 Cash Flow Hedging [Member] Interest expense and related charges [Member] Interest rate swaps [Member]	Mar. 31, 2012 Cash Flow Hedging [Member] Interest expense and related charges [Member] Interest rate swaps [Member]	Mar. 31, 2013 Cash Flow Hedging [Member] Depreciation and amortization [Member] Interest rate swaps [Member]	Mar. 31, 2012 Cash Flow Hedging [Member] Depreciation and amortization [Member] Interest rate swaps [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Net gain (loss)	$ (203)	$ 302			$ (200)	[1]	$ 358	[1]	$ (3)	[2]	$ (56)	[2]
Income statement presentation of loss reclassified from accumulated OCI into income	(2)	(4)											(3)	(4)	(2)	(3)	(1)	(1)
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax			(40)	(43)
Interest Rate Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months, Net			$ (5)

[1] Amount represents changes in fair value of positions in the derivative portfolio during the period, as realized amounts related to positions settled are assumed to equal reversals of previously recorded unrealized amounts.

[2] Includes unrealized mark-to-market net gain as well as the net realized effect on interest paid/accrued, both reported in "Interest Expense and Related Charges" (see Note 13).

XML

Supplementary Financial Information (Restricted Cash) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Restricted Cash and Investments, Current	$ 4	$ 680
Restricted Cash and Investments, Noncurrent	947	947
Other Restricted Cash [Member]
Restricted Cash and Investments, Current	4	0
Restricted Cash and Investments, Noncurrent	0	0
Energy Future Intermediate Holding CO LLC [Member] | Amounts in escrow to settle TCEH Demand Notes (Notes 8 and 15) [Member]
Restricted Cash and Investments, Current	0	680
Restricted Cash and Investments, Noncurrent	0	0
Texas Competitive Electric Holdings Company LLC [Member] | Amounts Related to TCEH's Letter of Credit Facility (Note 8) [Member]
Restricted Cash and Investments, Current	0	0
Restricted Cash and Investments, Noncurrent	$ 947	$ 947

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2013

Fair Value Disclosures [Abstract]

Schedule of assets and liabilities measured at fair value on a recurring basis

Assets and liabilities measured at fair value on a recurring basis consisted of the following:

March 31, 2013
	Level 1		Level 2		Level 3 (a)		Total
Assets:
Commodity contracts	$	192	$	1,333	$	106	$	1,631
Interest rate swaps	—		121		—		121
Nuclear decommissioning trust – equity securities (b)	276		159		—		435
Nuclear decommissioning trust – debt securities (b)	—		266		—		266
Total assets	$	468	$	1,879	$	106	$	2,453
Liabilities:
Commodity contracts	$	278	$	135	$	47	$	460
Interest rate swaps	—		2,054		—		2,054
Total liabilities	$	278	$	2,189	$	47	$	2,514

December 31, 2012
	Level 1		Level 2		Level 3 (a)		Total
Assets:
Commodity contracts	$	180	$	1,784	$	83	$	2,047
Interest rate swaps	—		134		—		134
Nuclear decommissioning trust – equity securities (b)	249		144		—		393
Nuclear decommissioning trust – debt securities (b)	—		261		—		261
Total assets	$	429	$	2,323	$	83	$	2,835
Liabilities:
Commodity contracts	$	208	$	121	$	54	$	383
Interest rate swaps	—		2,217		—		2,217
Total liabilities	$	208	$	2,338	$	54	$	2,600

____________

(a) See table below for description of Level 3 assets and liabilities.

(b) The nuclear decommissioning trust investment is included in the other investments line in the balance sheet. See Note 13.

Schedule of fair value of the Level 3 assets and liabilities by major contract type (all related to commodity contracts) and the significant unobservable inputs used in the valuations

The following tables present the fair value of the Level 3 assets and liabilities by major contract type (all related to commodity contracts) and the significant unobservable inputs used in the valuations at March 31, 2013 and December 31, 2012:

March 31, 2013
	Fair Value
Contract Type (a)	Assets		Liabilities			Total			Valuation Technique	Significant Unobservable Input	Range (b)
Electricity purchases and sales	$	4	$	(8	)	$	(4	)	Valuation Model	Illiquid pricing locations (c)	$30 to $40/ MWh
										Hourly price curve shape (d)	$15 to $50/ MWh
Electricity spread options	58		(13		)	45			Option Pricing Model	Gas to power correlation (e)	25% to 90%
										Power volatility (f)	15% to 35%
Electricity congestion revenue rights	39		(3		)	36			Market Approach (g)	Illiquid price differences between settlement points (h)	$0.00 to $30.00
Coal purchases	1		(22		)	(21		)	Market Approach (g)	Illiquid price variances between mines (i)	$0.00 to $1.00
										Probability of default (j)	0% to 40%
										Recovery rate (k)	0% to 40%
Other	4		(1		)	3
Total	$	106	$	(47	)	$	59

December 31, 2012
	Fair Value
Contract Type (a)	Assets		Liabilities			Total			Valuation Technique	Significant Unobservable Input	Range (b)
Electricity purchases and sales	$	5	$	(9	)	$	(4	)	Valuation Model	Illiquid pricing locations (c)	$20 to $40/ MWh
										Hourly price curve shape (d)	$20 to $50/ MWh
Electricity spread options	34		(10		)	24			Option Pricing Model	Gas to power correlation (e)	20% to 90%
										Power volatility (f)	20% to 40%
Electricity congestion revenue rights	41		(2		)	39			Market Approach (g)	Illiquid price differences between settlement points (h)	$0.00 to $0.50
Coal purchases	—		(32		)	(32		)	Market Approach (g)	Illiquid price variances between mines (i)	$0.00 to $1.00
										Probability of default (j)	5% to 40%
										Recovery rate (k)	0% to 40%
Other	3		(1		)	2
Total	$	83	$	(54	)	$	29

____________

(a) Electricity purchase and sales contracts include wind generation agreements and hedging positions in the ERCOT west region, as well as power contracts, the valuations of which include unobservable inputs related to the hourly shaping of the price curve. Electricity spread options consist of physical electricity call options. Electricity congestion revenue rights contracts consist of forward purchase contracts (swaps and options) used to hedge electricity price differences between settlement points within ERCOT. Coal purchase contracts relate to western (Powder River Basin) coal.

(b) The range of the inputs may be influenced by factors such as time of day, delivery period, season and location.

(c) Based on the historical range of forward average monthly ERCOT West Hub prices.

(d) Based on the historical range of forward average hourly ERCOT North Hub prices.

(e) Estimate of the historical range based on forward natural gas and on-peak power prices for the ERCOT hubs most relevant to our spread options.

(f) Based on historical forward price changes.

(g) While we use the market approach, there is either insufficient market data to consider the valuation liquid or the significance of credit reserves or non-performance risk adjustments results in a Level 3 designation.

(h) Based on the historical price differences between settlement points in the ERCOT North Hub for 2012 and the ERCOT North and West Hubs in 2013.

(i) Based on the historical range of price variances between mine locations.

(j) Estimate of the range of probabilities of default based on past experience and the length of the contract as well as our and counterparties' credit ratings.

(k) Estimate of the default recovery rate based on historical corporate rates.

Schedule of changes in fair value of the Level 3 assets and liabilities (all related to commodity contracts)

The following table presents the changes in fair value of the Level 3 assets and liabilities (all related to commodity contracts) for the three months ended March 31, 2013 and 2012:

	Three Months Ended March 31,
	2013		2012
Net asset balance at beginning of period	$	29	$	53
Total unrealized valuation gains (losses)	9		(69		)
Purchases, issuances and settlements (a):
Purchases	4		8
Issuances	—		(8		)
Settlements	16		20
Transfers into Level 3 (b)	1		(7		)
Transfers out of Level 3 (b)	—		(2		)
Net change (c)	30		(58		)
Net asset (liability) balance at end of period	$	59	$	(5	)
Unrealized valuation gains (losses) relating to instruments held at end of period	$	14	$	(65	)

____________

(a) Settlements reflect reversals of unrealized mark-to-market valuations previously recognized in net income. Purchases and issuances reflect option premiums paid or received.

(b) Includes transfers due to changes in the observability of significant inputs. Transfers in and out occur at the end of each quarter, which is when the assessments are performed. Transfers out during 2012 reflect increased observability of pricing related to certain congestion revenue rights. Transfers in during 2012 were driven by an increase in nonperformance risk adjustments related to certain coal purchase contracts. All Level 3 transfers during the periods presented are in and out of Level 2.

(c) Substantially all changes in values of commodity contracts are reported in the income statement in net gain (loss) from commodity hedging and trading activities. Activity excludes changes in fair value in the month the position settled as well as amounts related to positions entered into and settled in the same month.

XML

Supplementary Financial Information (Other Noncurrent Liabilities and Deferred Credits) (Details) (USD $)	3 Months Ended			12 Months Ended				3 Months Ended	12 Months Ended
	Mar. 31, 2013		Mar. 31, 2012	Dec. 31, 2012		Mar. 31, 2013 Oncor [Member]	Dec. 31, 2012 Oncor [Member]	Mar. 31, 2013 Internal Revenue Service (IRS) [Member]	Dec. 31, 2010 Internal Revenue Service (IRS) [Member]
Other Noncurrent Liabilities Noncurrent and Deferred Credits [Line Items]
Uncertain tax positions (including accrued interest)	$ 1,079,000,000			$ 2,005,000,000
Retirement plan and other employee benefits	1,038,000,000	[1]		1,035,000,000	[1]	825,000,000	825,000,000
Asset retirement and mining reclamation obligations	449,000,000			452,000,000
Unfavorable purchase and sales contracts	614,000,000			620,000,000
Nuclear decomissioning cost over-recovery	326,000,000			284,000,000
Other	54,000,000			30,000,000
Total other noncurrent liabilities and deferred credits	3,560,000,000			4,426,000,000
Expected Reduction Of Uncertain Tax Positions Upon Audit Resolution									700,000,000
Income Tax Examination, Reclassification to Accumulated Deferred Income Tax Liability								701,000,000
Income Tax Examination, Estimated Reversal of Accrued Interest from Examination, Before Tax								143,000,000
Income Tax Examination, Estimated Reversal of Accrued Interest from Examination, Net of Tax								84,000,000
Income Tax Examination, Net Operating Loss Carryforwards, Reduction								4,000,000,000
Amortization of Deferred Charges
Amortization of Unfavorable Purchase and Sales Contracts	6,000,000		7,000,000
Future Amortization Expense
2013				26,000,000
2014				25,000,000
2015				25,000,000
2016				25,000,000
2017				$ 25,000,000

[1] Includes $825 million at both March 31, 2013 and December 31, 2012, representing pension and OPEB liabilities related to Oncor (see Note 11).

XML

Goodwill And Identifiable Intangible Assets (Identifiable Intangible Assets Reported in the Balance Sheet) (Details) (USD $) In Millions, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Finite-Lived and Indefinite-Lived Intangible [Line Items]
Gross Carrying Amount	$ 2,133	$ 2,128
Accumulated Amortization	1,366	1,341
Total intangible assets subject to amortization, net	767	787
Total intangible assets	1,735	1,755
Retail trade name (not subject to amortization) [Member]
Finite-Lived and Indefinite-Lived Intangible [Line Items]
Gross Carrying Amount, Unamortized Intangibles	955	955
Mineral interests (not currently subject to amortization) [Member]
Finite-Lived and Indefinite-Lived Intangible [Line Items]
Gross Carrying Amount, Unamortized Intangibles	13	13
Retail customer relationship [Member]
Finite-Lived and Indefinite-Lived Intangible [Line Items]
Gross Carrying Amount	463	463
Accumulated Amortization	384	378
Total intangible assets subject to amortization, net	79	85
Favorable purchase and sales contracts [Member]
Finite-Lived and Indefinite-Lived Intangible [Line Items]
Gross Carrying Amount	552	552
Accumulated Amortization	320	314
Total intangible assets subject to amortization, net	232	238
Capitalized in-service software [Member]
Finite-Lived and Indefinite-Lived Intangible [Line Items]
Gross Carrying Amount	349	356
Accumulated Amortization	176	174
Total intangible assets subject to amortization, net	173	182
Environmental allowances and credits [Member]
Finite-Lived and Indefinite-Lived Intangible [Line Items]
Gross Carrying Amount	596	594
Accumulated Amortization	396	393
Total intangible assets subject to amortization, net	200	201
Mining development costs [Member]
Finite-Lived and Indefinite-Lived Intangible [Line Items]
Gross Carrying Amount	173	163
Accumulated Amortization	90	82
Total intangible assets subject to amortization, net	$ 83	$ 81

XML

Supplementary Financial Information

3 Months Ended

Mar. 31, 2013

Supplementary Financial Information [Abstract]

Supplementary Financial Information

SUPPLEMENTARY FINANCIAL INFORMATION

Other Income and Deductions

	Three Months Ended March 31,
	2013			2012
Other income:
Office space rental income (a)	$	3		$	3
Insurance/litigation settlements (b)	2			2
All other	3			2
Total other income	$	8		$	7
Other deductions:
Ongoing pension and OPEB expense related to discontinued businesses (a)	$	(1	)	$	3
All other	4			3
Total other deductions	$	3		$	6

____________

(a) Reported in Corporate and Other.

(b) Reported in Competitive Electric segment.

Interest Expense and Related Charges

	Three Months Ended March 31,
	2013			2012
Interest paid/accrued (including net amounts settled/accrued under interest rate swaps)	$	839		$	790
Accrued interest to be paid with additional toggle notes (Note 5)	41			57
Unrealized mark-to-market net gain on interest rate swaps (a)	(150		)	(114		)
Amortization of interest rate swap losses at dedesignation of hedge accounting	2			4
Amortization of fair value debt discounts resulting from purchase accounting	5			11
Amortization of debt issuance, amendment and extension costs and discounts	54			46
Capitalized interest	(7		)	(9		)
Total interest expense and related charges	$	784		$	785

____________

(a) Three months ended March 31, 2013 and 2012 amounts include net gains totaling $148 million and $110 million, respectively, related to TCEH swaps (see Note 5) and net gains totaling $2 million and $4 million, respectively, related to EFH Corp. swaps substantially closed through offsetting positions.

Restricted Cash

	March 31, 2013				December 31, 2012
	Current Assets		Noncurrent Assets		Current Assets		Noncurrent Assets
Amounts in escrow to settle TCEH Demand Notes (Note 11)	$	—	$	—	$	680	$	—
Amounts related to TCEH's Letter of Credit Facility (Note 5)	—		947		—		947
Other	4		—		—		—
Total restricted cash	$	4	$	947	$	680	$	947

Inventories by Major Category

	March 31, 2013		December 31, 2012
Materials and supplies	$	206	$	201
Fuel stock	176		168
Natural gas in storage	26		24
Total inventories	$	408	$	393

Other Investments

	March 31, 2013		December 31, 2012
Nuclear plant decommissioning trust	$	701	$	654
Assets related to employee benefit plans, including employee savings programs, net of distributions	70		70
Land	40		41
Miscellaneous other	3		2
Total other investments	$	814	$	767

Nuclear Decommissioning Trust — Investments in a trust that will be used to fund the costs to decommission the Comanche Peak nuclear generation plant are carried at fair value. Decommissioning costs are being recovered from Oncor's customers as a delivery fee surcharge over the life of the plant and deposited in the trust fund. Net gains and losses on investments in the trust fund are offset by a corresponding change in a receivable/payable that will ultimately be settled through changes in Oncor's delivery fees rates (see Note 11). A summary of investments in the fund follows:

	March 31, 2013
	Cost (a)		Unrealized gain		Unrealized loss			Fair market value
Debt securities (b)	$	252	$	15	$	(1	)	$	266
Equity securities (c)	247		198		(10		)	435
Total	$	499	$	213	$	(11	)	$	701

	December 31, 2012
	Cost (a)		Unrealized gain		Unrealized loss			Fair market value
Debt securities (b)	$	246	$	16	$	(1	)	$	261
Equity securities (c)	245		161		(13		)	393
Total	$	491	$	177	$	(14	)	$	654

____________

(a) Includes realized gains and losses on securities sold.

(b) The investment objective for debt securities is to invest in a diversified tax efficient portfolio with an overall portfolio rating of AA or above as graded by S&P or Aa2 by Moody's. The debt securities are heavily weighted with municipal bonds. The debt securities had an average coupon rate of 4.29% and 4.38% at March 31, 2013 and December 31, 2012, respectively, and an average maturity of 10 and 6 years at March 31, 2013 and December 31, 2012, respectively.

(c) The investment objective for equity securities is to invest tax efficiently and to match the performance of the S&P 500 Index.

Debt securities held at March 31, 2013 mature as follows: $76 million in one to five years, $64 million in five to ten years and $126 million after ten years.

The following table summarizes proceeds from sales of available-for-sale securities and the related realized gains and losses from such sales.

	Three Months Ended March 31,
	2013			2012
Realized gains	$	—		$	—
Realized losses	$	—		$	—
Proceeds from sales of securities	$	41		$	10
Investments in securities	$	(45	)	$	(14	)

Property, Plant and Equipment

At March 31, 2013 and December 31, 2012, property, plant and equipment of $18.5 billion and $18.7 billion, respectively, is stated net of accumulated depreciation and amortization of $7.2 billion and $6.9 billion, respectively.

Asset Retirement and Mining Reclamation Obligations

These liabilities primarily relate to nuclear generation plant decommissioning, land reclamation related to lignite mining, removal of lignite/coal-fueled plant ash treatment facilities and generation plant asbestos removal and disposal costs. There is no earnings impact with respect to changes in the nuclear plant decommissioning liability, as all costs are recoverable through the regulatory process as part of Oncor's delivery fees.

The following table summarizes the changes to these obligations, reported in other current liabilities and other noncurrent liabilities and deferred credits in the balance sheet, for the three months ended March 31, 2013:

	Nuclear Plant Decommissioning		Mining Land Reclamation and Other			Total
Liability at December 31, 2012	$	368	$	168		$	536
Additions:
Accretion	6		8			14
Reductions:
Payments	—		(25		)	(25		)
Liability at March 31, 2013	374		151			525
Less amounts due currently	—		(76		)	(76		)
Noncurrent liability at March 31, 2013	$	374	$	75		$	449

Other Noncurrent Liabilities and Deferred Credits

The balance of other noncurrent liabilities and deferred credits consists of the following:

	March 31, 2013		December 31, 2012
Uncertain tax positions (including accrued interest)	$	1,079	$	2,005
Retirement plan and other employee benefits (a)	1,038		1,035
Asset retirement and mining reclamation obligations	449		452
Unfavorable purchase and sales contracts	614		620
Nuclear decommissioning cost over-recovery (Note 11)	326		284
Other	54		30
Total other noncurrent liabilities and deferred credits	$	3,560	$	4,426

____________

(a) Includes $825 million at both March 31, 2013 and December 31, 2012, representing pension and OPEB liabilities related to Oncor (see Note 11).

The conclusion of all issues contested from the 1997 through 2002 IRS audit is expected to reduce the liability for uncertain tax positions by approximately $700 million with an offsetting decrease in deferred tax assets that arose largely from previous payments of alternative minimum taxes. Any cash income tax liability related to the conclusion of the 1997 through 2002 audit is expected to be immaterial. Approval from the Joint Committee on Taxation is expected to be received in the second quarter 2013.

The IRS audit for the years 2003 through 2006 was concluded in June 2011. The IRS proposed a significant number of adjustments to the originally filed returns for such years. The adjustments relate to one significant accounting method issue and other less significant issues. In March 2013, EFH Corp. and the IRS agreed on terms to resolve the disputed adjustments. In the first quarter 2013, we reduced the liability for uncertain tax positions to reflect the terms of the agreement, resulting in a $701 million reclassification to the accumulated deferred income tax liability and a net adjustment of $143 million ($84 million after tax), largely representing a reversal of accrued interest and reported as an increase in income tax benefit. Any cash income tax liability related to this agreement is expected to be immaterial. The agreement results in a reduction of net operating loss (NOL) carryforwards of approximately $4 billion generated through 2013, as well as a reduction of any remaining alternative minimum tax (AMT) credit carryforwards.

Unfavorable Purchase and Sales Contracts – The amortization of unfavorable purchase and sales contracts totaled $6 million and $7 million for the three months ended March 31, 2013 and 2012, respectively. See Note 3 for intangible assets related to favorable purchase and sales contracts.

The estimated amortization of unfavorable purchase and sales contracts for each of the next five fiscal years is as follows:

Year	Amount
2013	$	26
2014	$	25
2015	$	25
2016	$	25
2017	$	25

Supplemental Cash Flow Information

	Three Months Ended March 31,
	2013			2012
Cash payments (receipts) related to:
Interest paid (a)	$	731		$	546
Capitalized interest	(7		)	(9		)
Interest paid (net of capitalized interest) (a)	$	724		$	537
Income taxes	$	—		$	1
Noncash investing and financing activities:
Construction expenditures (b)	$	57		$	86
Debt exchange and extension transactions (Note 5)	$	(326	)	$	—

____________

(a) Net of interest received on interest rate swaps.

(b) Represents end-of-period accruals.