FINANCIAL CONDITION Operating Cash Flows - FORM 10-K. Energy Future Holdings Corp.

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014 — Cash provided by operating activities totaled $3 million in 2015 compared to cash provided by operating activities of $404 million in 2014. The change of $401 million was driven by cash used to pay interest payments as a result of the EFIH Second Lien Note repayment (see Note 13 to the Financial Statements), higher cash used to pay for reorganization costs and higher cash used to reduce the net payables due to unconsolidated subsidiary (see Note 19 to the Financial Statements); partially offset by a decrease in cash used for margin deposits.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013 — Cash provided by operating activities totaled $404 million in 2014 compared to cash used in operating activities of $503 million in 2013. The change of $907 million was primarily driven by lower cash interest payments due to the discontinuation of interest paid on pre-petition debt (see Note 10 to the Financial Statements) partially offset by lower cash received from commodity hedging and trading activities reflecting lower gains on the natural gas hedging program and a decrease in cash used for margin deposits.

Depreciation and amortization expense reported in the statements of consolidated cash flows exceeded the amount reported in the statements of consolidated income (loss) by $142 million, $170 million and $166 million for the years ended December 31, 2015, 2014 and 2013, respectively. The difference represented amortization of nuclear fuel, which is reported as fuel costs in the statements of consolidated income (loss) consistent with industry practice, and amortization of intangible net assets arising from purchase accounting that is reported in various other statements of consolidated income (loss) line items including operating revenues and fuel and purchased power costs and delivery fees.

Financing Cash Flows

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014 — Cash used in financing activities totaled $552 million in 2015 compared to cash provided by financing activities of $2.257 billion in 2014. Activity in 2015 reflected the repayments of principal and fees including a portion of the EFIH Second Lien Notes, charging liens and other repayments (see Notes 12 and 13 to the Financial Statements). Activity in 2014 reflected

$4.989 billion in borrowings from the DIP Facilities, partially offset by $2.438 billion in repayments of EFIH First Lien Notes and $187 million in payments for fees associated with completion of the DIP Facilities.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013 — Cash provided by financing activities totaled $2.257 billion in 2014 compared to cash used in financing activities of $196 million in 2013. Activity in 2014 reflected $4.989 billion in borrowings from the DIP Facilities, partially offset by $2.438 billion in repayments of EFIH First Lien Notes and $187 million in payments for fees associated with completion of the DIP Facilities.

See Notes 12 and 13 to the Financial Statements for further details of the DIP Facilities and pre-petition debt.

Investing Cash Flows

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014 — Cash used in investing activities totaled $593 million and $450 million in 2015 and 2014, respectively. Cash used in 2015 included capital expenditures (including nuclear fuel purchases) totaling $467 million. Cash used in 2014 included capital expenditures (including nuclear fuel purchases) totaling $463 million and a $350 million increase in restricted cash supporting letters of credit issued under the TCEH DIP Facility, partially offset by $394 million in restricted cash released from an escrow account when certain letters of credit were drawn.

Capital expenditures, including nuclear fuel, in 2015 totaled $467 million and consisted of:

• $230 million for major maintenance, primarily in existing generation operations;

• $82 million for environmental expenditures related to generation units;

• $123 million for nuclear fuel purchases, and

• $32 million for information technology and other corporate investments.

Cash capital expenditures in 2015 are net of $2 million of reimbursements from the DOE related to dry cask storage. We expect to be reimbursed for our allowable costs of constructing dry cask storage for spent nuclear fuel through 2016 in accordance with a settlement agreement with the DOE.

Year Ended December 31, 2014 Compared to Year Ended December 31, 2013 — Cash used in investing activities totaled $450 million in 2014 compared to cash provided by investing activities of $3 million in 2013. The change of $453 million was largely driven by a net use of restricted cash of

$636 million, partially offset by a reduction in capital expenditures (including nuclear fuel purchases) of $154 million. Cash provided by restricted cash activity in 2014 reflected a $391 million source of cash from an escrow account when certain letters of credit were drawn (see Note 13 to the Financial Statements), partially offset by a $350 million use of restricted cash supporting new letters of credit issued under the TCEH DIP Facility. Cash provided by restricted cash activity in 2013 reflected a $680 million cash source released from a collateral account to repay the balance of the TCEH Demand Notes (see Note 19 to the Financial Statements). The decrease in capital expenditures (including nuclear fuel purchases) of $154 million, to $463 million, was due to scope and timing of capital projects, including certain cancelled or deferred mining and generation projects, timing and costs of nuclear fuel purchases and pre-petition payments that were stayed due to the Bankruptcy Filing. Investing cash flows were also favorably affected by $40 million in cash used in 2013 to acquire the owner participant interest in a trust established to lease six natural gas-fired combustion turbines to TCEH.

Capital expenditures, including nuclear fuel, in 2014 totaled $463 million and consisted of:

• $248 million for major maintenance, primarily in existing generation operations;

• $76 million for environmental expenditures related to generation units;

• $77 million for nuclear fuel purchases, and

• $62 million for information technology, nuclear generation development and other corporate investments.

Cash capital expenditures in 2014 are net of $11 million of reimbursements from the DOE related to dry cask storage.

Debt Activity — Debt activities during the year ended December 31, 2015 are as follows (all amounts presented are principal, and settlements include amounts related to capital leases and exclude amounts related to debt discount, financing and reacquisition expenses). There were no additional borrowings during the year ended December 31, 2015.

Settlements

TCEH (a) $ (55)

EFCH (13)

EFIH (b) (481)

EFH Corp. (c) (12)

Total $ (561)

___________

(a) Settlements include $34 million related to a noncash reduction of debt related to a capital lease that was restructured as an operating lease, $16 million of payments of principal at scheduled maturity dates and $5 million of payments of capital lease liabilities.

(b) Settlements include $445 million in cash repayments and $36 million in charging lien advances, both related to pre-petition debt as approved by the Bankruptcy Court (see Note 13 to the Financial Statements).

See Notes 12 and 13 to the Financial Statements for further detail of debtor-in-possession borrowing facilities and pre-petition debt.

Available Liquidity — The following table summarizes changes in available liquidity for the year ended December 31, 2015.

Available Liquidity

December 31, 2015 December 31, 2014 Change

Cash and cash equivalents – EFH Corp. and other $ 532 $ 428 $ 104

Cash and cash equivalents – EFIH 354 1,157 (803)

Cash and cash equivalents – TCEH (a) 1,400 1,843 (443)

Total cash and cash equivalents 2,286 3,428 (1,142)

TCEH DIP Revolving Credit Facility (b) 1,950 1,950 —

Total liquidity (b) $ 4,236 $ 5,378 $ (1,142)

___________

(a) Cash and cash equivalents at December 31, 2015 and 2014 exclude $1.026 billion and $901 million, respectively, of restricted cash held for letter of credit support. The December 31, 2015 restricted cash balance includes $507 million under the TCEH pre-petition Letter of Credit Facility and $519 million under the TCEH DIP Facility.

(b) Pursuant to an order of the Bankruptcy Court, the TCEH Debtors may not have more than $1.650 billion of cash borrowings outstanding under the TCEH DIP Revolving Credit Facility without written consent of the TCEH committee of unsecured creditors and the ad hoc group of TCEH unsecured noteholders or further order of the Bankruptcy Court.

The decrease in available liquidity of $1.142 billion in the year ended December 31, 2015 was primarily driven by the EFIH Second Lien Note repayment totaling $750 million (see Note 13 to the Financial Statements). The decrease also reflected $467 million in capital expenditures (including nuclear fuel purchases) and $404 million of cash used to pay for reorganization expense in 2015, partially offset by $322 million from the distribution of earnings from Oncor Holdings. See discussion of cash flows above.

Subject to certain exceptions under the Bankruptcy Code, the Bankruptcy Filing automatically enjoined, or stayed, the continuation of most pending judicial or administrative proceedings and the filing of other actions against the Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date (including with respect to our pre-petition debt instruments).

The Bankruptcy Court approved final orders in June 2014 authorizing the DIP Facilities (see Note 12 to the Financial Statements). The TCEH DIP Facility provides for $3.375 billion in senior secured, super-priority financing. The EFIH First Lien DIP Facility provides for $5.4 billion in senior secured, super-priority financing.

We have incurred and expect to continue to incur significant costs associated with the Chapter 11 Cases and our reorganization, but we cannot accurately predict the effect the Chapter 11 Cases will have on our operations, liquidity, financial position and results of operations. Based upon our current internal financial forecasts, we believe that we will have sufficient amounts available under the DIP Facilities, plus cash generated from operations, to fund our anticipated cash requirements through at least the maturity dates of the DIP Facilities.

Debt Capacity — The TCEH DIP Facility permits, subject to certain terms, conditions and limitations, TCEH to request additional term loans or increases in the amount of the revolving credit commitment, not to exceed $750 million. The EFIH DIP Facility permits, subject to certain terms, conditions and limitations, EFIH to incur incremental junior lien subordinated debt in an aggregate amount not to exceed $3 billion.

Capital Expenditures — Capital expenditures and nuclear fuel purchases for 2016 are expected to total approximately $400 million and include:

• $275 million for investments in TCEH generation facilities, including approximately:

• $225 million for major maintenance and

• $50 million for environmental expenditures related to the MATS and other regulations;

• $75 million for nuclear fuel purchases and

• $50 million for information technology and other corporate investments.

Distributions of Earnings from Oncor Holdings and Related Considerations — Oncor Holdings' distributions of earnings to us totaled $322 million,

$202 million and $213 million for the years ended December 31, 2015, 2014 and 2013, respectively. In February 2016, we received a distribution totaling

$40 million from Oncor Holdings. See Note 4 to the Financial Statements for discussion of limitations on amounts Oncor can distribute to its members.

EFH Corp., Oncor Holdings, Oncor and Oncor's minority investor are parties to a Federal and State Income Tax Allocation Agreement. Additional income tax amounts receivable or payable may arise in the normal course under that agreement.

Pension and OPEB Plan Funding — See Note 18 to the Financial Statements.

Liquidity Effects of Commodity Hedging and Trading Activities — We have entered into commodity hedging and trading transactions that require us to post collateral if the forward price of the underlying commodity moves such that the hedging or trading instrument we hold has declined in value. TCEH uses cash, letters of credit and other forms of credit support to satisfy such collateral posting obligations. See Note 12 to the Financial Statements for discussion of the TCEH DIP Facility.

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 variation 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 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 December 31, 2015, essentially all cash collateral held was unrestricted. With respect to over-the-counter transactions, over-the-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, which would reduce liquidity in the event the cash was not restricted.

At December 31, 2015, TCEH received or posted cash and letters of credit for commodity hedging and trading activities as follows:

• $6 million in cash has been posted with counterparties as compared to $9 million posted at December 31, 2014;

• $152 million in cash has been received from counterparties as compared to $26 million received at December 31, 2014;

• $230 million in letters of credit have been posted with counterparties, as compared to $329 million posted at December 31, 2014, and

• $3 million in letters of credit have been received from counterparties, as compared to $3 million received at December 31, 2014.

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.

(parent entity) 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. 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 IRS, corporations that are members of a consolidated group have joint and several liability for the taxes of such group.

EFH Corp. and certain of its subsidiaries (including EFCH, EFIH, and TCEH, but not including Oncor Holdings and Oncor) are parties to a Federal and State Income Tax Allocation Agreement, which provides, among other things, that any corporate member or disregarded entity in the EFH Corp. 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. The Plan of Reorganization provides that the Debtors will reject this agreement at the effective time of the Plan of Reorganization. Under the terms of the Settlement Agreement, no further cash payments among the Debtors will be made in respect of federal income taxes. However, solely for accounting purposes, the EFH Corp. group continues to allocate federal income taxes among the entities that are parties to the Federal and State Income Tax Allocation Agreement. The Settlement Agreement did not alter the allocation and payment for state income taxes, which will continue to be settled.

EFH Corp., Oncor Holdings, Oncor and Oncor's third-party minority investor are parties to a separate Federal and State Income Tax Allocation Agreement, which governs the computation of federal income tax liability among such parties, and similarly provides, among other things, that each of Oncor Holdings and Oncor will pay EFH Corp. its share of an amount calculated to approximate the amount of tax liability such entity would have owed if it filed a separate corporate tax return. The Settlement Agreement had no impact on the tax sharing agreement among EFH Corp., Oncor Holdings and Oncor.

In June 2015, the Texas margin tax rate was permanently reduced from 1.0% to 0.75% effective for tax years beginning on or after January 1, 2015. Due to the rate reduction, deferred tax balances have been adjusted, resulting in an income tax benefit of $9 million recorded in the second quarter of 2015 (see Note 7 to the Financial Statements).

We expect to generate additional net operating losses (NOLs) during our Chapter 11 Cases and estimate that we will have approximately $6.8 billion of NOLs at the time of emergence (assuming a June 30, 2016 emergence date). In addition to the NOLs generated through 2015 of approximately $2.8 billion, we expect to generate approximately $4.0 billion of NOLs during the six months ended June 30, 2016 (assuming a June 30, 2016 emergence date), primarily attributable to projected deferred interest deductions associated with debt extinguishment gains of approximately $2.3 billion that are expected to be recognized at emergence, projected deferred losses associated with termination of certain interest rate swaps of approximately $600 million, and projected net losses from ordinary course operations, including interest and tax depreciation deductions of approximately $1.1 billion. See Note 7 to the Financial Statements for detail of deferred income tax assets and liabilities and NOL carryforwards as of December 31, 2015. The projected amount of NOLs at emergence is an estimate that is subject to adjustment, including but not limited to, as a result of the ultimate outcome of the claim against Texas Transmission described in Note 2 to the Financial Statements. Of the projected $6.8 billion of NOLs, we intend to utilize up to approximately $6.3 billion of NOLs to offset taxable gain recognized in connection with the Plan of Reorganization that will result in a step-up in the tax basis of certain assets of TCEH, with the exact amount being utilized depending on, among other things, the fair value and tax basis of the assets included in the transaction resulting in the step-up in tax basis. It is expected that the assets of TCEH (including assets expected to be contributed to Reorganized TCEH as contemplated by the Plan of Reorganization at the time of emergence) will have an aggregate tax basis (exclusive of cash, net working capital, and certain other assets with minimal tax basis) of approximately $5.3 billion at the time of emergence (prior to giving effect to such step-up in tax basis). These amounts do not include any tax basis attributable to the La Frontera CCGTs that would be included in TCEH's assets as of June 30, 2016 if the acquisition of such assets occurs on or prior to such date (see Note 3 to the Financial Statements). The table below provides an estimate of the projected tax basis of certain of our assets at the time of emergence.

Plant/Asset

We are seeking a private letter ruling from the IRS regarding the proposed transaction that would result in the step-up in tax basis described above (see Note 2 to the Financial Statements). The determination of which assets will receive a step-up in tax basis depends upon the fair market value and the tax basis of such assets at the time of emergence under the Plan of Reorganization. Applicable GAAP guidance may require deferred tax assets reflected in our financial statements be subjected to a full or partial valuation allowance in future periods, unless and until a transaction occurs that results in the utilization of such deferred tax assets.

Income Tax Payments — In the next twelve months, income tax payments related to the Texas margin tax are expected to total approximately $38 million, and no payments or refunds of federal income taxes are expected. However, see Note 6 to the Financial Statements for discussion of future payments to the IRS that were formally assessed in 2015 related to the final conclusion of audit issues for tax years 2008 and 2009. Forecasted payments related to the Texas margin tax have been reduced due to the recent enactment of a rate reduction in the Texas margin tax rate. Income tax payments totaled $53 million,

$55 million and $65 million for the years ended December 31, 2015, 2014 and 2013, respectively.

We cannot reasonably estimate the ultimate amounts and timing of tax payments associated with uncertain tax positions, but expect that no material federal income tax payments related to such positions will be made in the next twelve months (see Note 6 to the Financial Statements).

Capitalization — At December 31, 2015, our capitalization ratios consisted of 244.2% borrowings under debtor-in-possession credit facilities (classified as due currently), debt (less amounts due currently) and pre-petition notes, loans and other debt reported as liabilities subject to compromise, and

In document FORM 10-K. Energy Future Holdings Corp. (Page 67-74)