Supplemental Guarantor Condensed Financial Information | SUPPLEMENTAL GUARANTOR FINANCIAL INFORMATION At December 31, 2015 TCEH and TCEH Finance, as Co-Issuers, had outstanding $4.874 billion aggregate principal amount of pre-petition 10.25% Senior Notes Due 2015, 10.25% Senior Notes due 2015 Series B and Toggle Notes (collectively, the TCEH Senior Notes) and $1.571 billion aggregate principal amount of pre-petition 15% Senior Secured Second Lien Notes due 2021 and 15% Senior Secured Second Lien Notes due 2021 (Series B) (collectively, the TCEH Senior Secured Second Lien Notes). The TCEH Senior Notes and the TCEH Senior Secured Second Lien Notes are unconditionally guaranteed by EFCH and by each subsidiary (all 100% owned by TCEH) that guarantees the TCEH Senior Secured Facilities (collectively, the Guarantors). The guarantees issued by the Guarantors are full and unconditional, joint and several guarantees of the TCEH Senior Notes and the TCEH Senior Secured Second Lien Notes. The guarantees of the TCEH Senior Notes rank equally with any senior unsecured indebtedness of the Guarantors and rank effectively junior to all of the secured indebtedness of the Guarantors to the extent of the assets securing that indebtedness. The guarantees of the TCEH Senior Secured Second Lien Notes 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 (see Note 12). All other subsidiaries of EFCH, either direct or indirect, do not guarantee the TCEH Senior Notes or TCEH Senior Secured Second Lien Notes (collectively the Non-Guarantors). The indentures governing the TCEH Senior Notes and the TCEH Senior Secured Second Lien Notes contain certain restrictions, subject to certain exceptions, on EFCH's ability to pay dividends or make investments. See Note 12. The following tables have been prepared in accordance with SEC Regulation S-X Rule 3-10, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered in order to present the statements of consolidating income (loss) and of cash flows of EFCH (Parent), TCEH (Issuer), the Guarantors and the Non-Guarantors for the years ended December 31, 2015, 2014 and 2013 and the consolidating balance sheets at December 31, 2015 and December 31, 2014 of the Parent, Issuer, the Guarantors and the Non-Guarantors. Investments in consolidated subsidiaries are accounted for under the equity method. The presentations reflect the application of SEC Staff Accounting Bulletin Topic 5J, Push Down Basis of Accounting Required in Certain Limited Circumstances , including the effects of the push down of $30 million of the EFH Corp. pre-petition 10.875% Senior Notes and EFH Corp. pre-petition 11.25%/12.00% Senior Toggle Notes to the Parent at both December 31, 2015 and December 31, 2014 and the TCEH Senior Notes, TCEH Senior Secured Notes, TCEH Senior Secured Second Lien Notes and TCEH Senior Secured Facilities to the Other Guarantors at December 31, 2015 and December 31, 2014 (see Note 12). TCEH Finance's sole function is to be the co-issuer of certain TCEH debt securities; therefore, it has no other independent assets, liabilities or operations. Amounts reported as advances to affiliates arise from recurring intercompany transactions among EFCH, TCEH and TCEH’s subsidiaries in the normal course of business. In consideration of the Bankruptcy Filing, the ultimate settlement of the advances is uncertain and is dependent on the Chapter 11 plan ultimately approved. Accordingly, as of December 31, 2015, the Other Guarantors' pre-petition advances from parent have been reclassified to membership interests as a noncash transaction. EFCH (parent entity) received no dividends/distributions from its consolidated subsidiaries for the years ended December 31, 2015, 2014 and 2013. ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC AND SUBSIDIARIES A DEBTOR-IN-POSSESSION Consolidating Statements of Income (Loss) Year Ended December 31, 2015 (millions of dollars) Parent Guarantor Issuer Other Guarantors Non- guarantors Eliminations Consolidated Operating revenues $ — $ — $ 5,370 $ — $ — $ 5,370 Fuel, purchased power costs and delivery fees — — (2,692 ) — — (2,692 ) Net gain from commodity hedging and trading activities — — 334 — — 334 Operating costs — — (834 ) — — (834 ) Depreciation and amortization — (8 ) (844 ) — — (852 ) Selling, general and administrative expenses — 5 (681 ) — — (676 ) Impairment of goodwill — (2,200 ) — — — (2,200 ) Impairment of long-lived assets — — (2,541 ) — — (2,541 ) Other income — — 12 5 — 17 Other deductions — (2 ) (91 ) — — (93 ) Interest income — 26 125 — (151 ) — Interest expense and related charges (6 ) (1,419 ) (19 ) — 151 (1,293 ) Reorganization items 100 (1,428 ) 1,327 — — (1 ) Income (loss) before income taxes 94 (5,026 ) (534 ) 5 — (5,461 ) Income tax benefit (expense) (20 ) 697 164 (4 ) 21 858 Equity earnings (losses) of subsidiaries (4,677 ) (348 ) 1 — 5,024 — Net income (loss) (4,603 ) (4,677 ) (369 ) 1 5,045 (4,603 ) Net income (loss) attributable to noncontrolling interests — — — — — — Net income (loss) attributable to EFCH $ (4,603 ) $ (4,677 ) $ (369 ) $ 1 $ 5,045 $ (4,603 ) Consolidating Statements of Comprehensive Income (Loss) Year Ended December 31, 2015 (millions of dollars) Parent Guarantor Issuer Other Guarantors Non- guarantors Eliminations Consolidated Net income (loss) (4,603 ) (4,677 ) (369 ) 1 5,045 (4,603 ) Other comprehensive income 2 2 — — (2 ) 2 Comprehensive income (loss) (4,601 ) (4,675 ) (369 ) 1 5,043 (4,601 ) Comprehensive income (loss) attributable to noncontrolling interests — — — — — — Comprehensive income (loss) attributable to EFCH $ (4,601 ) $ (4,675 ) $ (369 ) $ 1 $ 5,043 $ (4,601 ) ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC AND SUBSIDIARIES A DEBTOR-IN-POSSESSION Consolidating Statements of Income (Loss) Year Ended December 31, 2014 (millions of dollars) Parent Guarantor Issuer Other Guarantors Non- guarantors Eliminations Consolidated Operating revenues $ — $ — $ 5,978 $ — $ — $ 5,978 Fuel, purchased power costs and delivery fees — — (2,842 ) — — (2,842 ) Net gain (loss) from commodity hedging and trading activities — (90 ) 101 — — 11 Operating costs — — (914 ) — — (914 ) Depreciation and amortization — — (1,270 ) — — (1,270 ) Selling, general and administrative expenses — (29 ) (677 ) (2 ) — (708 ) Impairment of goodwill — (1,600 ) — — — (1,600 ) Impairment of long-lived assets — — (4,670 ) — — (4,670 ) Other income — — 14 2 — 16 Other deductions — (4 ) (277 ) — — (281 ) Interest income 1 81 285 — (367 ) — Interest expense and related charges (10 ) (2,045 ) (802 ) — 1,099 (1,758 ) Reorganization items — (500 ) (21 ) — — (521 ) Income (loss) before income taxes (9 ) (4,187 ) (5,095 ) — 732 (8,559 ) Income tax benefit (expense) 9 846 1,710 1 (236 ) 2,330 Equity earnings (losses) of subsidiaries (6,229 ) (2,888 ) 1 — 9,116 — Net income (loss) (6,229 ) (6,229 ) (3,384 ) 1 9,612 (6,229 ) Net income (loss) attributable to noncontrolling interests — — — — — — Net income (loss) attributable to EFCH $ (6,229 ) $ (6,229 ) $ (3,384 ) $ 1 $ 9,612 $ (6,229 ) Consolidating Statements of Comprehensive Income (Loss) Year Ended December 31, 2014 (millions of dollars) Parent Guarantor Issuer Other Guarantors Non- guarantors Eliminations Consolidated Net income (loss) (6,229 ) (6,229 ) (3,384 ) 1 9,612 (6,229 ) Other comprehensive income 1 1 — — (1 ) 1 Comprehensive income (loss) (6,228 ) (6,228 ) (3,384 ) 1 9,611 (6,228 ) Comprehensive income (loss) attributable to noncontrolling interests — — — — — — Comprehensive income (loss) attributable to EFCH $ (6,228 ) $ (6,228 ) $ (3,384 ) $ 1 $ 9,611 $ (6,228 ) ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC AND SUBSIDIARIES A DEBTOR-IN-POSSESSION Consolidating Statements of Income (Loss) Year Ended December 31, 2013 (millions of dollars) Parent Guarantor Issuer Other Guarantors Non- guarantors Eliminations Consolidated Operating revenues $ — $ — $ 5,899 $ 59 $ (59 ) $ 5,899 Fuel, purchased power costs and delivery fees — — (2,848 ) — — (2,848 ) Net gain (loss) from commodity hedging and trading activities — (56 ) 2 — — (54 ) Operating costs — — (881 ) — — (881 ) Depreciation and amortization — — (1,333 ) — — (1,333 ) Selling, general and administrative expenses — (64 ) (723 ) (28 ) 59 (756 ) Impairment of goodwill — (1,000 ) — — — (1,000 ) Impairment of long-lived assets — — — (140 ) — (140 ) Other income — — 9 — — 9 Other deductions — — (22 ) — — (22 ) Interest income 1 243 795 — (1,034 ) 5 Interest expense and related charges (19 ) (2,716 ) (2,462 ) (10 ) 3,274 (1,933 ) Income (loss) before income taxes (18 ) (3,593 ) (1,564 ) (119 ) 2,240 (3,054 ) Income tax benefit (expense) 5 828 664 4 (764 ) 737 Equity earnings (losses) of subsidiaries (2,304 ) 461 (23 ) — 1,866 — Net loss (2,317 ) (2,304 ) (923 ) (115 ) 3,342 (2,317 ) Net loss attributable to noncontrolling interests 107 107 — 107 (214 ) 107 Net loss attributable to EFCH $ (2,210 ) $ (2,197 ) $ (923 ) $ (8 ) $ 3,128 $ (2,210 ) Consolidating Statements of Comprehensive Income (Loss) Year Ended December 31, 2013 (millions of dollars) Parent Guarantor Issuer Other Guarantors Non- guarantors Eliminations Consolidated Net loss (2,317 ) (2,304 ) (923 ) (115 ) 3,342 (2,317 ) Other comprehensive income 6 6 — — (6 ) 6 Comprehensive loss (2,311 ) (2,298 ) (923 ) (115 ) 3,336 (2,311 ) Comprehensive loss attributable to noncontrolling interests 107 107 — 107 (214 ) 107 Comprehensive income (loss) attributable to EFCH $ (2,204 ) $ (2,191 ) $ (923 ) $ (8 ) $ 3,122 $ (2,204 ) ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC AND SUBSIDIARIES A DEBTOR-IN-POSSESSION Consolidating Statements of Cash Flows Year Ended December 31, 2015 (millions of dollars) Parent/ Guarantor Issuer Other Guarantors Non- guarantors Eliminations Consolidated Cash provided by (used in) operating activities $ (8 ) $ (1,607 ) $ 1,846 $ (2 ) $ — $ 229 Cash flows – financing activities: Fees paid for DIP Facility — (9 ) — — — (9 ) Notes/advances due to affiliates 21 1,297 — 2 (1,320 ) — Repayments/repurchases of debt (13 ) — (21 ) — — (34 ) Cash provided by (used in) financing activities 8 1,288 (21 ) 2 (1,320 ) (43 ) Cash flows – investing activities: Capital expenditures — (2 ) (335 ) — — (337 ) Nuclear fuel purchases — — (123 ) — — (123 ) Settlements of notes due from affiliates — — (1,336 ) — 1,320 (16 ) Changes in restricted cash — (124 ) 1 — — (123 ) Proceeds from sales of nuclear decommissioning trust fund securities — — 401 — — 401 Investments in nuclear decommissioning trust fund securities — — (418 ) — — (418 ) Other, net — (13 ) (9 ) 9 — (13 ) Cash provided by (used in) investing activities — (139 ) (1,819 ) 9 1,320 (629 ) Net change in cash and cash equivalents — (458 ) 6 9 — (443 ) Cash and cash equivalents – beginning balance — 1,826 16 1 — 1,843 Cash and cash equivalents – ending balance $ — $ 1,368 $ 22 $ 10 $ — $ 1,400 ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC AND SUBSIDIARIES A DEBTOR-IN-POSSESSION Consolidating Statements of Cash Flows Year Ended December 31, 2014 (millions of dollars) Parent/ Guarantor Issuer Other Guarantors Non- guarantors Eliminations Consolidated Cash provided by (used in) operating activities $ (7 ) $ (1,498 ) $ 1,947 $ (5 ) $ — $ 437 Cash flows – financing activities: Proceeds from DIP Facility — 1,425 — — — 1,425 Fees paid for DIP Facility — (92 ) — — — (92 ) Notes/advances due to affiliates 19 1,462 — — (1,481 ) — Repayments/repurchases of long-term debt (12 ) (203 ) (20 ) — — (235 ) Contributions from noncontrolling interests — — — 1 — 1 Cash provided by (used in) financing activities 7 2,592 (20 ) 1 (1,481 ) 1,099 Cash flows – investing activities: Capital expenditures — — (336 ) — — (336 ) Nuclear fuel purchases — — (77 ) — — (77 ) Settlements of notes due from affiliates — — (1,496 ) — 1,481 (15 ) Purchase of right to use certain computer-related assets from parent — — (4 ) — — (4 ) Changes in restricted cash — 44 (2 ) — — 42 Proceeds from sales of nuclear decommissioning trust fund securities — — 314 — — 314 Investments in nuclear decommissioning trust fund securities — — (331 ) — — (331 ) Other, net — (37 ) 5 — — (32 ) Cash provided by (used in) investing activities — 7 (1,927 ) — 1,481 (439 ) Net change in cash and cash equivalents — 1,101 — (4 ) — 1,097 Cash and cash equivalents – beginning balance — 725 16 5 — 746 Cash and cash equivalents – ending balance $ — $ 1,826 $ 16 $ 1 $ — $ 1,843 ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC AND SUBSIDIARIES A DEBTOR-IN-POSSESSION Consolidating Statements of Cash Flows Year Ended December 31, 2013 (millions of dollars) Parent/ Guarantor Issuer Other Guarantors Non- guarantors Eliminations Consolidated Cash provided by (used in) operating activities $ (1 ) $ (1,643 ) $ 1,458 $ (85 ) $ — $ (271 ) Cash flows – financing activities: Repayments/repurchases of long-term debt (11 ) (64 ) (30 ) — — (105 ) Net short-term borrowings under accounts receivable securitization program — — — (82 ) — (82 ) Contributions from parent — — — 136 (136 ) — Other, net 12 1,461 — (4 ) (1,456 ) 13 Cash provided by (used in) financing activities 1 1,397 (30 ) 50 (1,592 ) (174 ) Cash flows – investing activities: Capital expenditures — — (467 ) (5 ) — (472 ) Nuclear fuel purchases — — (116 ) — — (116 ) Notes/loans due from affiliates — — (758 ) — 1,456 698 Investment in subsidiary — (146 ) 10 — 136 — Purchase of right to use certain computer-related assets from parent — — (29 ) — — (29 ) Acquisition of combustion turbine trust interest — — (40 ) — (40 ) Changes in restricted cash — 2 — — — 2 Proceeds from sales of nuclear decommissioning trust fund securities — — 175 — — 175 Investments in nuclear decommissioning trust fund securities — — (191 ) — — (191 ) Other, net — — (11 ) — — (11 ) Cash provided by (used in) investing activities — (144 ) (1,427 ) (5 ) 1,592 16 Net change in cash and cash equivalents — (390 ) 1 (40 ) — (429 ) Cash and cash equivalents – beginning balance — 1,115 15 45 — 1,175 Cash and cash equivalents – ending balance $ — $ 725 $ 16 $ 5 $ — $ 746 ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC AND SUBSIDIARIES A DEBTOR-IN-POSSESSION Consolidating Balance Sheets December 31, 2015 (millions of dollars) Parent Issuer Other Non-guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 1,368 $ 22 $ 10 $ — $ 1,400 Restricted cash — 519 — — — 519 Advance to parent — 6 — — — 6 Trade accounts receivable – net — — 533 — — 533 Accounts receivable from affiliates — 92 — — (92 ) — Inventories — — 428 — — 428 Commodity and other derivative contractual assets — — 465 — — 465 Other current assets — 3 68 — — 71 Total current assets — 1,988 1,516 10 (92 ) 3,422 Restricted cash — 507 — — — 507 Advance to parent — 18 — — — 18 Investments (32,818 ) 9,095 983 5 23,697 962 Property, plant and equipment – net — 12 9,334 3 — 9,349 Goodwill — 152 — — — 152 Identifiable intangible assets – net — 31 1,148 — — 1,179 Accumulated deferred income taxes — 438 393 11 (842 ) — Other noncurrent assets — 1 38 — — 39 Total assets $ (32,818 ) $ 12,242 $ 13,412 $ 29 $ 22,763 $ 15,628 LIABILITIES AND EQUITY Current liabilities: Borrowings under credit and other facilities $ — $ 1,425 $ — $ — $ — $ 1,425 Long-term debt due currently 15 — 16 — — $ 31 Trade accounts payable — 21 373 — — 394 Trade accounts and other payables to affiliates — — 211 — (92 ) 119 Commodity and other derivative contractual liabilities — — 203 — — 203 Margin deposits related to commodity positions — — 152 — — 152 Accrued income taxes payable to parent — — 10 — — 10 Accrued taxes other than income — — 98 — — 98 Accrued interest — 119 1 — — 120 ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC AND SUBSIDIARIES A DEBTOR-IN-POSSESSION Condensed Consolidating Balance Sheets December 31, 2015 (millions of dollars) Parent Issuer Other Non-guarantors Eliminations Consolidated Other current liabilities — 32 242 — — 274 Total current liabilities 15 1,597 1,306 — (92 ) 2,826 Accumulated deferred income taxes — — — — 213 213 Notes or other liabilities due affiliates — — — 2 (2 ) — Long-term debt, less amounts due currently 20 — 3 — — 23 Liabilities subject to compromise 44 43,468 31,601 — (41,337 ) 33,776 Other noncurrent liabilities and deferred credits — (4 ) 1,784 — — 1,780 Total liabilities 79 45,061 34,694 2 (41,218 ) 38,618 Total membership interests (32,897 ) (32,819 ) (21,282 ) 27 63,981 (22,990 ) Total liabilities and membership interests $ (32,818 ) $ 12,242 $ 13,412 $ 29 $ 22,763 $ 15,628 ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC AND SUBSIDIARIES A DEBTOR-IN-POSSESSION Consolidating Balance Sheets December 31, 2014 (millions of dollars) Parent Issuer Other Non-guarantors Eliminations Consolidated ASSETS Current assets: Cash and cash equivalents $ — $ 1,826 $ 16 $ 1 $ — $ 1,843 Restricted cash — — 2 — — 2 Advances to affiliates — 8 1,179 — (1,179 ) 8 Trade accounts receivable – net — — 588 — — 588 Income taxes receivable — 176 — — (176 ) — Inventories — — 468 — — 468 Commodity and other derivative contractual assets — — 492 — — 492 Other current assets — 9 59 — — 68 Total current assets — 2,019 2,804 1 (1,355 ) 3,469 Restricted cash — 901 — — — 901 Advance to affiliates — 7 — — — 7 Investments (28,114 ) 10,845 958 8 17,244 941 Property, plant and equipment – net — 34 12,251 3 — 12,288 Goodwill — 2,352 — — — 2,352 Identifiable intangible assets – net — 14 1,322 — — 1,336 Accumulated deferred income taxes — 757 — 15 (772 ) — Other noncurrent assets, principally unamortized amendment/issuance costs — 3 36 — — 39 Total assets $ (28,114 ) $ 16,932 $ 17,371 $ 27 $ 15,117 $ 21,333 LIABILITIES AND EQUITY Current liabilities: Notes/advances from affiliates $ 8 $ 1,171 $ — $ — $ (1,179 ) $ — Long-term debt due currently 13 — 22 — — $ 35 Trade accounts payable — 7 375 — — 382 Trade accounts and other payables to affiliates 2 7 154 2 — 165 Commodity and other derivative contractual liabilities — — 316 — — 316 Margin deposits related to commodity positions — — 26 — — 26 Accumulated deferred income taxes 24 47 43 — — 114 Accrued income taxes payable to parent — — 192 — (176 ) 16 Accrued taxes other than income — — 107 — — 107 ENERGY FUTURE COMPETITIVE HOLDINGS COMPANY LLC AND SUBSIDIARIES A DEBTOR-IN-POSSESSION Consolidating Balance Sheets December 31, 2014 (millions of dollars) Parent Issuer Other Non-guarantors Eliminations Consolidated Accrued interest — 116 1 — — 117 Other current liabilities — 37 227 — — 264 Total current liabilities 47 1,385 1,463 2 (1,355 ) 1,542 Borrowings under debtor-in-possession credit facilities — 1,425 — — — 1,425 Long-term debt, less amounts due currently 34 — 51 — — 85 Liabilities subject to compromise 144 42,239 32,581 — (40,931 ) 34,033 Accumulated deferred income taxes 40 — 944 — 38 1,022 Other noncurrent liabilities and deferred credits — (3 ) 1,703 — — 1,700 Total liabilities 265 45,046 36,742 2 (42,248 ) 39,807 EFCH membership interests (28,379 ) (28,114 ) (19,371 ) 25 57,365 (18,474 ) Noncontrolling interests in subsidiaries — — — — — — Total membership interests (28,379 ) (28,114 ) (19,371 ) 25 57,365 (18,474 ) Total liabilities and membership interests $ (28,114 ) $ 16,932 $ 17,371 $ 27 $ 15,117 $ 21,333 |