0001193125-12-453913.txt : 20121106 0001193125-12-453913.hdr.sgml : 20121106 20121106130400 ACCESSION NUMBER: 0001193125-12-453913 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20121106 DATE AS OF CHANGE: 20121106 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy Future Holdings Corp /TX/ CENTRAL INDEX KEY: 0001023291 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 752669310 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-171256 FILM NUMBER: 121182481 BUSINESS ADDRESS: STREET 1: ENERGY PLAZA STREET 2: 1601 BRYAN ST CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148124600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET STREET 2: SUITE 36060 CITY: DALLAS STATE: TX ZIP: 75201 FORMER COMPANY: FORMER CONFORMED NAME: TXU CORP /TX/ DATE OF NAME CHANGE: 20000517 FORMER COMPANY: FORMER CONFORMED NAME: TEXAS UTILITIES CO /TX/ DATE OF NAME CHANGE: 19970805 FORMER COMPANY: FORMER CONFORMED NAME: TUC HOLDING CO DATE OF NAME CHANGE: 19960919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy Future Competitive Holdings CO CENTRAL INDEX KEY: 0001445049 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 751837355 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-171256-02 FILM NUMBER: 121182482 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Energy Future Intermediate Holding CO LLC CENTRAL INDEX KEY: 0001445146 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC SERVICES [4911] IRS NUMBER: 261191638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-171256-01 FILM NUMBER: 121182483 BUSINESS ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-812-4600 MAIL ADDRESS: STREET 1: 1601 BRYAN STREET CITY: DALLAS STATE: TX ZIP: 75201 424B3 1 d433473d424b3.htm 424B3 424B3

Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-171256, 333-171256-01 to 333-171256-02

ENERGY FUTURE HOLDINGS CORP.

SUPPLEMENT NO. 11 TO

MARKET MAKING PROSPECTUS DATED APRIL 4, 2012

THE DATE OF THIS SUPPLEMENT IS NOVEMBER 6, 2012

On November 6, 2012, Energy Future Holdings Corp. filed the attached Current Report on

Form 8-K with the Securities and Exchange Commission.

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) – November 6, 2012

 

 

Energy Future Holdings Corp.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   1-12833   75-2669310

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

 

Energy Future Intermediate Holding Company LLC

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-34544   26-1191638

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

 

Energy Future Competitive Holdings Company

(Exact name of registrant as specified in its charter)

 

 

 

Texas   1-34543   75-1837355

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

 

Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201

(Address of principal executive offices, including zip code)

214-812-4600

(Registrants’ telephone number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 OTHER EVENTS.

The Quarterly Report on Form 10-Q for the three month period ended September 30, 2012 that Energy Future Holdings Corp. (“EFH Corp.”) filed on October 30, 2012 (the “EFH Corp. Form 10-Q”) includes disclosure regarding certain income tax matters. In response to various questions from investors with respect to this disclosure, we are filing this Current Report on Form 8-K to provide the following additional information, which should be read in conjunction with the EFH Corp. Form 10-Q:

EFH Corp. files a U.S. federal income tax return that includes the results of Energy Future Competitive Holdings Company (“EFCH”), Energy Future Intermediate Holding Company LLC (“EFIH”), Oncor Electric Delivery Holdings Company LLC (“Oncor Holdings”) and Texas Competitive Electric Holdings Company LLC (“TCEH”). Each of EFIH, Oncor Holdings and TCEH is classified as a disregarded entity for U.S. federal income tax purposes. EFH Corp. and EFCH are two of the corporate members of the EFH Corp. consolidated group. Oncor Electric Delivery Company LLC (“Oncor”) is a partnership for U.S. federal income tax purposes and is not a corporate member of the EFH Corp. consolidated group.

Pursuant to applicable Treasury regulations and published guidance of the 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 (filed as Exhibit 10(b) to the EFH Corp. Form 10-Q), 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. Oncor Holdings and Oncor are parties to a separate tax sharing agreement (filed as Exhibit 10(b) to EFH Corp.’s Form 10-Q for the three month period ended September 30, 2008 filed by EFH Corp. on November 6, 2008), which governs the computation of federal income tax liability between EFH Corp., on one hand, and Oncor Holdings, Oncor and the other ring-fenced entities, on the other hand, and similarly provides, among other things, that a disregarded entity 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. The excess loss account and deferred intercompany gain described in the EFH Corp. Form 10-Q were created in connection with financing transactions and internal restructurings that involved TCEH and its assets but not EFIH or Oncor Holdings.

SIGNATURE

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

 

ENERGY FUTURE HOLDINGS CORP.
/s/ STAN J. SZLAUDERBACH
Name: Stan J. Szlauderbach
Title: Senior Vice President & Controller
ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC
/s/ STAN J. SZLAUDERBACH
Name: Stan J. Szlauderbach
Title: Senior Vice President & Controller
ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY
/s/ STAN J. SZLAUDERBACH
Name: Stan J. Szlauderbach
Title: Senior Vice President & Controller

Dated: November 6, 2012