ENERGY FUTURE HOLDINGS CORP. Certificate Pursuant to Section 302 of Sarbanes - Oxley Act of 2002
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1 ENERGY FUTURE HOLDINGS CORP. Certificate Pursuant to Section 302 of Sarbanes - Oxley Act of 2002 Exhibit 31(b) 1, Paul M. Keglevic, certify that : 1. l have reviewed this quarterly report on Form I O-Q ofenergy 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(c) and l 5d-15(c)) 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 registrants 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 Name: Title: Js/ PAUL M. KEGLEVIC Paul M. Keglevic Executive Vice President and Chief Financial Officer 200
2 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, /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. 201
3 ENERGY FUTURE HOLDINGS CORP. Certificate Pursuant to Section 906 of Sarbanes - Oxley Act of 2002 CERTIFICATION OF CFO Exhibit 32(b) 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 lst day of May, /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. 202
4 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: Henhed lienhwdtotiee cakxot Leppl LeCd Legd TWIDaIhr TotalNenbcr orpuhroof PolmdNto Atliw Actions Aetsoae Sttlba 104 realm Scedun 10.1(d) SeeUoe Settloo Vol., orm51ta e0.11n(ng Violations Hare Poem rendhy,at tdfiatod ReyHved mine (a) Send S 100) citations and 110(bx2) 107(s) Assessments Related UoderSeedw uufer Lost Deyof Dariq Doring at"*" (b) Orden Orden V(o6t(ene Orden prop-1001) FatW(k6 10((el S^cdon101(e) Perled(d) tmod Pnled Beckville t Big Brown I Kosse Oak Hill Sulphur Springs i - Tatum I - - Three Oaks Turtinbtott Winfield South ( - - (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 304, 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. 203
5 Exhibit 99(a) ENERGY FUTURE HOLDINGS CORP. AND SUBSIDIARIES CONDENSED STATEMENT OF CONSOLIDATED INCOME (LOSS) (Unaudited) Twelve Months Ended March 31, 2013 Operating revenues Fuel, purchased power costs and delivery fees Net loss from commodity hedging and trading activities Operating costs Depreciation and amortization Selling, general and administrative expenses Franchise and revenue-based taxes Impairment of goodwill Other income Other deductions Interest income Interest expense and related charges Loss before income taxes and equity in earnings of unconsolidated subsidiaries Income tax benefit Equity in earnings of unconsolidated subsidiaries (net of tax) Net loss (millio^ of dolbrs) $ 5,674 (2,824) (176) (910) (1,387) (678) (79) (1,200) 31 (378) 1 (3,505) (5,431) 1, $ (3,625) 204
6 Exhibit 99(b) Energy Future Holdings Corp. Consolidated Adjusted EBITDA Reconciliation (millions of dollars) Twelve Months Twelve Moaths Three Montlu Ended Three Months Ended Ended Ended March 31, 2013 March 31, 2012 March 31,2013 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 ,505 4,436 Depreciation and amortization ,387 1,467 EBITDA $ 91 $ 638 $ (259) $ 2,949 Oncor Holdings distributions of earnings Interest income --- (2) (1) (2) Amortization of nuclear, fuel Purchase accounting adjustments (a) Impairment of goodwill - - 1,200 - Impairment and write-down of other assets (b) Debt extinguishment gains (51) Equity in earnings of unconsolidated subsidiary (net of tax) (67) (57) (280) (293) Unrealized net (pin) loss resulting from commodity hedging and trading transactions ,861 (222) EBITDA amount attributable to consolidated unrestricted subsidiaries Noncash compensation expense (c) Transition and business optimization costs (d) Transaction and merger expenses (e) Restructuring and other (f) Charges related to pension plan actions (g) Expenses incurred to upgrade or expand a generation station (h) Subtotal $ 667 $ 880 $ 3,424 $ 3,573 Add Oncor Adjusted EBITDA (reduced by Oncor Holdings distributions) ,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 ofretail 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 (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 ofthe TCF.H 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 now 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. 205
7 Exhibit 99(c) Texas Competitive Electric Holdings Company LLC Consolidated Adjusted EBITDA Reconciliation (millions of dollars) Net loss Income tax benefit Interest expense and related charges Depreciation and amortization EBITDA Interest income Amortization of nuclear fuel Purchase accounting adjustments (a) Impairment of goodwill Impairment and write-down of other assets (b) Unrealized net (gain) loss resulting from commodity hedging and trading transactions EBITDA amount attributable to consolidated unrestricted subsidiaries Corporate depreciation, interest and income tax expenses included in SG&A expense Noncash compensation expense (c) Transition and business optimization costs (d) Transaction and merger expenses (e) Restructuring and other (f) Charges related to pension plan actions (g) Expenses incurred to upgrade or expand a generation station (h) Adjusted EBITDA per Incurrence Covenant Expenses related to unplanned generation station outages Adjusted EBITDA per Maintenance Covenant Twelve Mooths Twelve Months TbreeMontbsEnded Three Months Ended Ended Ended March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012 $ (524) $ (238) $ (3,234) $ (1,677) (378) (115) (1,157) (877) ,716 3, ,357 1,438 $ 28 $ 599 $ (318) $ 2,707 (4) (17) (33) (77) , ,861 (222) - (2) (2) (7) (1) $ 638 $ 834 $ 3,280 $ 3, $ 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 asscts due to EPA rule issued in July (c) Noncash compensation expenses represent amounts rccordcd under stock-based compensation accounting standards and exclude capitalized amounts. (d) Transition and business optimization costs include certain incentive compensation oxpcnscs, as well as professional fees and other costs related to generation plant reliability and supply chain efficiency initiatives. (c) Transaction and merger expenses primarily represent Sponsor Group management fees. (t) 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. 206
8 Exhibit 99(d) Energy Future Intermediate Holding Company LLC Consolidated Adjusted EBITDA Reconciliation (millions of dollars) Net income Income tax expense Interest expense and related charges EBITDA Oncor Holdings distributions of earnings Interest income Equity in earnings of unconsolidated subsidiary (net of tax) Other Adjusted EBITDA per Incurrence Covenant Add Oncor Adjusted EBITDA (reduced by Oncor Holdings distributions) Adjusted EBITDA per Restricted Payments Covenant Three Months Three Months Twelve Months Twelve Months Ended Ended Ended Ended March 31, 2013 March 31, 2012 March 31, 2013 March 31, 2012 $ 131 $ 86 $ 360 $ $ 351 $ 210 $ 1,009 $ (284) (153) (729) (560) (67) (57) (280) (293) $ 31 $ 36 $ 142 $ ,634 1,537 $ 415 $ 386 $ 1,776 $ 1,
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