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 ~~JUNE~~SEPTEMBER 30, 2015

— OR —

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

Commission File Number 1-34544

Energy Future Intermediate Holding Company LLC

(Exact Name of Registrant as Specified in its Charter)



Delaware		26-1191638
(State of Organization)		(I.R.S. Employer Identification No.)

1601 Bryan Street, Dallas, TX 75201		(214) 812-4600
(Address of Principal Executive Offices) (Zip Code)		(Registrant's Telephone Number)

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 ~~July~~November 313, 2015, the outstanding membership interest in Energy Future Intermediate Holding Company LLC was directly held by Energy Future Holdings Corp.

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TABLE OF CONTENTS

		PAGE
GLOSSARY		ii
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Statements of Consolidated Income (Loss) —Three and Six Months Ended June 30, 2015 and 2014	1
	Condensed Statements of Consolidated Income (Loss) —Three and Nine Months Ended September 30, 2015 and 2014	1
	Condensed Statements of Consolidated Comprehensive Income (Loss) —Three and Six Months Ended June 30, 2015 and 2014	1
	Condensed Statements of Consolidated Comprehensive Income (Loss) —Three and Nine Months Ended September 30, 2015 and 2014	1
	Condensed Statements of Consolidated Cash Flows —Six Months Ended June 30, 2015 and 2014	2
	Condensed Statements of Consolidated Cash Flows —Nine Months Ended September 30, 2015 and 2014	2
	Condensed Consolidated Balance Sheets —June 30, 2015 and December 31, 2014	3
	Condensed Consolidated Balance Sheets —September 30, 2015 and December 31, 2014	3
	Notes to Condensed Consolidated Financial Statements	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2527
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3234
Item 4.	Controls and Procedures	3537
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	3638
Item 1A.	Risk Factors	3638
Item 4.	Mine Safety Disclosures	3638
Item 5.	Other Information	3638
Item 6.	Exhibits	3739
SIGNATURE		3841

Energy Future Intermediate Holding Company LLC's (EFIH) 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 Energy Future Holdings Corp. (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 EFIH has filed as an exhibit to this quarterly report on Form 10-Q or that EFIH has 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 EFIH and its subsidiaries occasionally make references to EFIH (or "the company"), EFH Corp., 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 relevant parent company is actually undertaking the action or has the rights or obligations of the relevant subsidiary company or vice versa.

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GLOSSARY

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

2014 Form 10-K		EFIH's Annual Report on Form 10-K for the year ended December 31, 2014
Chapter 11 Cases		Cases being heard in the US Bankruptcy Court for the District of Delaware (Bankruptcy Court) concerning voluntary petitions for relief under Chapter 11 of the US Bankruptcy Code (Bankruptcy Code) filed on April 29, 2014 by the Debtors
DIP Facilities		Refers, collectively, to EFIH's debtor-in-possession financing (see Note 8 to the Financial Statements) and TCEH's debtor-in-possession financing (TCEH DIP Facility).
Debtors		EFH Corp. and the substantial majority of its direct and indirect subsidiaries, including EFIH, EFCH and TCEH but excluding the Oncor Ring-Fenced Entities
Disclosure Statement		Fifth Amended Disclosure Statement for the Debtors' Fifth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code ~~filed~~approved by the ~~Debtors with the~~ Bankruptcy Court in ~~July~~September 2015~~, as it may be amended, modified or supplemented from time to time~~
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
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, and/or its subsidiaries depending on context.
EFIH Debtors		EFIH and EFIH Finance
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 First Lien Notes		Refers, collectively, to EFIH's and EFIH Finance's $503 million principal amount of 6.875% Senior Secured First Lien Notes and $3.482 billion principal amount of 10.000% Senior Secured First Lien Notes.
EFIH PIK Notes		EFIH's $1.566 billion principal amount of 11.25%/12.25% Senior Toggle Notes.
EFIH Second Lien Notes		Refers, collectively, to EFIH's and EFIH Finance's $322 million principal amount of 11% Senior Secured Second Lien Notes and $1.389 billion principal amount of 11.75% Senior Secured Second Lien Notes.
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
Federal and State Income Tax Allocation Agreements		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, executed on May 15, 2012 but effective as of January 1, 2010. EFH Corp., Oncor Holdings, Oncor, ~~Oncor's~~Texas ~~third-party minority investor~~Transmission, and Oncor Management Investment LLC are parties to a separate Federal and State Income Tax Allocation Agreement dated November 5, 2008. See Management's Discussion and Analysis, under Financial Condition.
GAAP		generally accepted accounting principles
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
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

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Oncor		Oncor Electric Delivery Company LLC, a direct, majority owned subsidiary of Oncor Holdings, and/or its wholly owned 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

Petition Date		April 29, 2014, the date the Debtors made the Bankruptcy Filing

Plan of Reorganization		Fifth Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code filed by the Debtors with the Bankruptcy Court in September 2015, as it may be amended, modified or supplemented from time to time

PUCT		Public Utility Commission of Texas

REP		retail electric provider

SEC		US Securities and Exchange Commission

SG&A		selling, general and administrative

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 market activities, and whose major subsidiaries include Luminant and TXU Energy

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

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

Oncor		Oncor Electric Delivery Company LLC, a direct, majority owned subsidiary of Oncor Holdings, and/or its wholly owned 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
Petition Date		April 29, 2014, the date the Debtors made the Bankruptcy Filing
Plan of Reorganization		Amended Joint Plan of Reorganization Pursuant to Chapter 11 of the Bankruptcy Code filed by the Debtors with the Bankruptcy Court in July 2015, as it may be amended, modified or supplemented from time to time
PUCT		Public Utility Commission of Texas
REP		retail electric provider
SEC		US Securities and Exchange Commission
SG&A		selling, general and administrative
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
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
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

iii

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PART I. FINANCIAL INFORMATION


Item 1.	FINANCIAL STATEMENTS

ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, A DEBTOR-IN-POSSESSION

CONDENSED STATEMENTS OF CONSOLIDATED INCOME (LOSS)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(millions of dollars)
Selling, general and administrative expenses	$	(12	)	$	(82	)	$	(35	)	$	(1921	)
Other deductions (Note 4)	(6586		)	(~~122~~12		)	(~~135~~221		)	(~~199~~211		)
Interest expense and related charges (Note 6)	(58		)	(~~124~~58		)	(~~351~~409		)	(~~323~~381		)
Reorganization items (Note 7)	(1816		)	(~~228~~7		)	(6682		)	(~~228~~235		)
Loss before income taxes and equity in earnings of unconsolidated subsidiary	(~~142~~162		)	(~~482~~79		)	(~~555~~717		)	(~~769~~848		)
Income tax benefit (Note 5)	6080			~~118~~25			~~125~~205			~~191~~215
Equity in earnings of unconsolidated subsidiary (net of tax) (Note 3)	75127			72123			~~151~~278			~~152~~276
Net loss	$	(7	)	$	(292	)	$	(279	)	$	(426	)
Net income (loss)	$	45		$	69		$	(234	)	$	(357	)

See Notes to the Financial Statements.

CONDENSED STATEMENTS OF CONSOLIDATED COMPREHENSIVE INCOME (LOSS)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(millions of dollars)
Net loss	$	(7	)	$	(292	)	$	(279	)	$	(426	)
Net income (loss)	$	45		$	69		$	(234	)	$	(357	)
Other comprehensive income (loss) — net of tax effects:
Net effects related to Oncor — reported in equity in earnings of unconsolidated subsidiaries (net of tax benefit of $— in all periods)	—			1			1			1
Net effects related to Oncor — reported in equity in earnings of unconsolidated subsidiaries (net of tax expense of $— in all periods)	1			(1		)	2			—
Total other comprehensive income (loss)	—1			(1		)	12			1—
Comprehensive loss	$	(7	)	$	(291	)	$	(278	)	$	(425	)
Comprehensive income (loss)	$	46		$	68		$	(232	)	$	(357	)

See Notes to the Financial Statements.

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ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, A DEBTOR-IN-POSSESSION

CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS

(Unaudited)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2015			2014
	(millions of dollars)
Cash flows — operating activities:
Net loss	$	(~~279~~234	)	$	(~~426~~357	)
Adjustments to reconcile net income to cash used in operating activities:
Equity in earnings of unconsolidated subsidiary	(~~151~~278		)	(~~152~~276		)
Distributions of earnings from unconsolidated subsidiary	120			77
Distributions of earnings from unconsolidated subsidiary (Note 3)	206			128
Fees paid for EFIH DIP Facility (Notes 6 and 7) (reported as financing activities)	—			8893
Fees paid on EFIH Second Lien Notes repayment (Note 7) (reported as financing activities)	28			—
Interest expense on toggle notes payable in additional principal (Notes 6 and 9)	—			65
Reserve recorded for income tax receivable from EFH Corp. (Note 4)	~~135~~221			~~199~~211
Loss on exchange and settlement of EFIH First Lien Notes (Notes 7 and 9)	—			108
Amortization of debt related balances (Note 6)	—			(17		)
Other, net	—			(119		)
Changes in operating assets and liabilities:
Pre-petition interest related to EFIH Second Lien Notes repayment (Note 9)	(55		)	—
Other changes in operating assets and liabilities, including liabilities subject to compromise	(121		)	(162		)
Accrued income taxes	(205		)	(194		)
Cash used in operating activities	(323		)	(221		)
Other changes in operating assets and liabilities, including liabilities subject to compromise	3			21
Cash used in operating activities	(314		)	(237		)
Cash flows — financing activities:
Proceeds from EFIH DIP Facility before fees paid (Notes 7 and 9)	—			3,564
Proceeds from EFIH DIP Facility before fees paid (Note 8)	—			3,564
Fees paid for EFIH DIP Facility (Note 9)	—			(88		)
Fees paid for EFIH DIP Facility (Note 7)	—			(93		)
Fees paid on EFIH Second Lien Notes repayment (Note 7)	(28		)	—
Repayments/repurchases of debt (Note 8)	(445		)	(2,312		)
Cash provided by (used in) financing activities	(473		)	1,~~164~~159
Cash flows — investing activities:
Cash provided by investing activities	—			—
Net change in cash and cash equivalents	(~~796~~787		)	~~943~~922
Cash and cash equivalents — beginning balance	1,157			242
Cash and cash equivalents — ending balance	$	~~361~~370		$	1,~~185~~164

See Notes to the Financial Statements.

ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, A DEBTOR-IN-POSSESSION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2015			December 31, 2014
	September 30, 2015			December 31, 2014
ASSETS	(millions of dollars)
Current assets:
Cash and cash equivalents	$	~~361~~370		$	1,157
Other current assets	23			3
Total current assets	~~363~~373			1,160
Investment in Oncor Holdings (Note 3)	6,~~082~~126			6,050
Accumulated deferred income taxes	24			26
Total assets	$	6,~~469~~523		$	7,236
LIABILITIES AND MEMBERSHIP INTERESTS
Current liabilities:
Borrowings under debtor-in-possession credit facilities (Note 8)	$	5,400		$	—
Trade accounts and other payables to affiliates	78			6
Accumulated deferred income taxes	24			26
Accrued interest	1			1
Other current liabilities	20			19
Other current liabilities	20			18
Total current liabilities	5,452			51
Borrowings under debtor-in-possession credit facilities (Note 8)	—			5,400
Liabilities subject to compromise (Note 9)	3,487			3,988
Total liabilities	8,939			9,439
Commitments and Contingencies (Note 10)
Membership interests (Note 11):
Capital account	(1,~~750~~697		)	(1,482		)
Affiliate debt held by EFIH (Note 11)	(635		)	(635		)
Accumulated other comprehensive income (loss)	(8584		)	(86		)
Total membership interests	(2,~~470~~416		)	(2,203		)
Total liabilities and membership interests	$	6,~~469~~523		$	7,236

See Notes to the Financial Statements.

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ENERGY FUTURE INTERMEDIATE HOLDING COMPANY LLC, A DEBTOR-IN-POSSESSION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


1.	BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Description of Business

References in this report to "the company" are to EFIH and/or its direct and indirect subsidiaries, as apparent in the context. See Glossary for defined terms.

EFIH, a direct, wholly owned subsidiary of EFH Corp., is a Dallas, Texas-based holding company with no operations or operating assets, whose wholly owned subsidiary, Oncor Holdings, holds a majority interest (approximately 80%) in Oncor. Oncor is a regulated electricity transmission and distribution company principally engaged in providing delivery services to REPs, including subsidiaries of TCEH, that sell electricity to residential, business and other consumers in Texas. EFIH has no reportable business segments. Oncor Holdings and its subsidiaries (the Oncor Ring-Fenced Entities) are not consolidated in EFIH's financial statements in accordance with consolidation accounting standards related to variable interest entities (VIEs) (see Note 3).

Various ring-fencing measures have been taken to enhance the credit quality of Oncor Holdings and Oncor. These measures serve to mitigate Oncor's and Oncor Holdings' credit exposure to the Texas Holdings Group, which includes EFIH, and to reduce the risk that the assets and liabilities of the Oncor Ring-Fenced Entities would be substantively consolidated with the assets and liabilities of the Texas Holdings Group in the event of a bankruptcy of one or more of Texas Holding Group's subsidiaries. Such measures include, among other things: Oncor's sale of a 19.75% equity interest to Texas Transmission in November 2008; maintenance of separate books and records for the Oncor Ring-Fenced Entities; the board of directors of Oncor Holdings and Oncor 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, including TXU Energy and Luminant, 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. Oncor and Oncor Holdings do not bear any liability for debt or contractual obligations of the Texas Holdings Group (including, but not limited to, EFIH's debt obligations), and vice versa. Accordingly, Oncor Holdings' operations are conducted, and its cash flows managed, independently from the Texas Holdings Group.

Consistent with the ring-fencing measures discussed above, the assets and liabilities of the Oncor Ring-Fenced Entities have not been, and are not expected to be, substantively consolidated with the assets and liabilities of the Debtors in the Chapter 11 Cases.

Bankruptcy ~~Filing~~Proceeding

On April 29, 2014 (the Petition Date), EFH Corp. and the substantial majority of its direct and indirect subsidiaries, including EFIH, EFCH and TCEH but excluding the Oncor Ring-Fenced Entities (collectively, the Debtors), filed voluntary petitions for relief (the Bankruptcy Filing) under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). In ~~July~~September 2015, the Debtors filed ~~with~~ the ~~Bankruptcy Court the~~ Plan of Reorganization and the Disclosure Statement. ~~See~~The ~~Note~~Disclosure 2Statement ~~for~~was ~~further~~approved ~~discussion~~by ~~regarding~~ the ~~Chapter~~Bankruptcy 11Court ~~Cases~~in ~~and~~September 2015. In October 2015, the Debtors' ~~recent~~filed ~~filing~~a plan supplement to the Plan of Reorganization that provides greater detail about the Plan of Reorganization and the ~~Disclosure~~Debtors ~~Statement~~post-emergence structure (the Plan Supplement).

Following the approval of the Disclosure Statement by the Bankruptcy Court, the Debtors solicited the vote of their required creditors for approval of the Plan of Reorganization. In October 2015, the required creditors voted to approve the Plan of Reorganization. The Bankruptcy Court hearing to review the Plan of Reorganization for confirmation is scheduled to begin on November 3, 2015. The Debtors cannot predict the outcome of the confirmation hearing. See Note 2 for further discussion regarding the Chapter 11 Cases and the Plan of Reorganization and the Disclosure Statement.

Basis of Presentation, Including Application of Bankruptcy Accounting

The condensed consolidated financial statements have been prepared in accordance with US GAAP. The condensed consolidated financial statements have been prepared as if EFIH is a going concern and contemplate the realization of assets and liabilities in the normal course of business. The condensed consolidated financial statements reflect the application of Financial Accounting Standards Board Accounting Standards Codification (ASC) 852, Reorganizations. During the pendency of the Chapter 11 Cases, the Debtors will operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. ASC 852 applies to entities that have filed a petition for bankruptcy under Chapter 11 of the Bankruptcy Code. The guidance requires that transactions and events directly associated with the reorganization be distinguished from the ongoing operations of the business. In addition, the guidance provides for changes in the accounting and presentation of liabilities. See Notes 7 and 9 for discussion of these accounting and reporting changes.

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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 3). 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. 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 EFIH's 2014 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 income and expense, including fair value measurements and estimates of expected allowed claims. 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.

Changes in Accounting Standards

In April 2014, the FASB issued ~~ASU~~Accounting Standards Update No. 2014-08 (ASU 2014-08), Presentation of Financial Statements (Topic 205) and Property Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which changes the requirements for reporting discontinued operations. The ASU states that a disposal of a component of an entity or a group of components of an entity is required to be reported in discontinued operations if the disposal represents a strategic shift that has or will have a major effect on an entity's operations and financial results when the component of an entity or group of components of an entity meets the criteria to be classified as held for sale, is disposed of by sale, or is disposed of other than by sale. The amendments in this ASU also require additional disclosures about discontinued operations. ASU 2014-08 is effective for the Company for the first quarter of 2015. This new requirement is relevant to EFIH's presentation of the equity method investment in Oncor. The new guidance eliminated a scope exception previously applicable to equity method investments, resulting in the requirement of further analysis of the presentation of the Oncor equity method investment. Based on EFIH's analysis, ASU 2014-08 will not materially affect its results of operations, financial position, or cash flows, unless a sale of EFIH's Oncor investment is approved by the Bankruptcy Court (see Note 2), at which time presentation as discontinued operations may be appropriate.

In February 2015, the FASB issued Accounting Standards Update 2015-02 (ASU 2015-02), Amendments to the Consolidation Analysis. The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015. Early adoption is permitted. The new consolidation standard changes the criteria a reporting enterprise uses to evaluate if certain legal entities, such as limited partnerships and similar entities, should be consolidated. EFIH is in the process of assessing the effects of the application of the new guidance on its financial statements.

In April 2015 the FASB issued Accounting Standards Update 2015-03 (ASU 2015-03) Simplifying Balance Sheet Presentation by Presenting Debt Issuance Costs as a Deduction from Recognized Debt Liability. The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015. Early adoption is permitted. The new standard requires debt issuance costs to be classified as reductions to the face value of the related debt. EFIH does not expect ASU 2015-03 to materially affect its financial position until it issues new debt. During the Chapter 11 Cases, debt issuance costs on prepetition debt subject to compromise will continue to be reported in liabilities subject to compromise.

~~Table~~In April 2015, the FASB issued Accounting Standards Update 2015-03 (ASU 2015-03) Simplifying Balance Sheet Presentation by Presenting Debt Issuance Costs as a Deduction from Recognized Debt Liability. The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015. Early adoption is permitted. The new standard requires debt issuance costs to be classified as reductions to the face value of ~~Contents~~the related debt. EFIH does not expect ASU 2015-03 to materially affect its financial position until it issues new debt. During the Chapter 11 Cases, debt issuance costs on prepetition debt subject to compromise will continue to be reported in liabilities subject to compromise. In August 2015, the FASB issued Accounting Standards Update 2015-15 (ASU 2015-15), Interest-Imputation of Interest (Topic 835-30) Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line of Credit Arrangements. ASU 2015-15 provides guidance on the presentation of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 allows an entity to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt issuance costs ratably over the term of the line-of-credit.


2.	CHAPTER 11 CASES

On the Petition Date, EFH Corp. and the substantial majority of its direct and indirect subsidiaries, including EFIH, EFCH and TCEH but excluding the Oncor Ring-Fenced Entities, filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. During the pendency of the Chapter 11 Cases, the Debtors will operate their businesses as "debtors-in-possession" under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

The Bankruptcy Filing resulted primarily from the adverse effects on EFH Corp.'s competitive businesses of lower wholesale electricity prices in ERCOT driven by the sustained decline in natural gas prices since mid-2008. Further, the natural gas hedges that TCEH entered into when forward market prices of natural gas were significantly higher than current prices had largely matured before the remaining positions were terminated shortly after the Bankruptcy Filing. These market conditions challenged the profitability and operating cash flows of EFH Corp.'s competitive businesses and resulted in the inability to support their significant interest payments and debt maturities, including the remaining debt obligations due in 2014, and the inability to refinance and/or extend the maturities of their outstanding debt.

Proposed Plan of Reorganization

A Chapter 11 plan of reorganization, among other things, determines the rights and satisfaction of claims of various creditors and security holders of an entity operating under the protection of the Bankruptcy Court and is subject to the ultimate outcome of stakeholder negotiations and Bankruptcy Court decisions ongoing through the date on which the Chapter 11 plan is confirmed. In order for the Debtors to emerge successfully from the Chapter 11 Cases as reorganized companies, they must obtain approval from the Bankruptcy Court and certain of their respective creditors for a Chapter 11 plan of reorganization. ~~The~~In September 2015, the Debtors ~~have~~filed the ~~exclusive~~Plan ~~right~~of toReorganization ~~file~~and athe ~~Chapter~~Disclosure 11Statement. The ~~plan~~Disclosure ofStatement ~~reorganization~~was inapproved by the ~~Chapter~~Bankruptcy 11Court ~~Cases~~in ~~through~~September 2015. In October 292015, ~~2015~~the ~~and~~Debtors filed the Plan Supplement. The Debtors have the exclusive right to solicit the appropriate votes for ~~any~~the ~~such~~Plan ~~plan~~of itReorganization ~~filed prior to such date~~ until December 29, 2015 (~~collectively,~~ the exclusivity period). In October 2015, the Plan of Reorganization was approved by the required creditors.

In ~~July 2015, the Debtors filed with the Bankruptcy Court the Plan of Reorganization and the Disclosure Statement. In~~ general, the Plan of Reorganization proposes a structure that involves a tax-free deconsolidation or tax-free spin-off of TCEH from EFH Corp. (Reorganized TCEH), ~~and~~immediately followed by the ~~reorganization~~acquisition of reorganized EFH Corp. ~~and~~financed ~~EFIH either (a) pursuant to a standalone plan of reorganization or (b) pursuant to a plan of reorganization backstopped~~ by existing TCEH creditors and third-party investors. Pursuant to the Plan of Reorganization, ~~among~~and ~~other~~subject ~~things,~~to ~~holders~~certain ofconditions ~~TCEH first lien secured claims would receive 100% of the common stock of Reorganized TCEH~~ and ~~100%~~required ofregulatory ~~the proceeds of new debt issued by Reorganized TCEH. Also~~approvals, ~~pursuant~~among toother ~~the Plan of Reorganization, the Debtors would select the highest or otherwise best transaction to maximize value for reorganized EFH Corp. and EFIH.~~things:

~~The~~• ~~Plan~~TCEH ofwill ~~Reorganization~~execute isa ~~subject~~transaction to revision in response to creditor and/or stakeholder claims and objections and the requirements of the Bankruptcy Code and/or the Bankruptcy Court. Unless the Plan of Reorganization receives the requisite approval from holders of claims and the Bankruptcy Court, upon expiration of the exclusivity period (which has already been extended to the maximum period permitted by the Bankruptcy Code, but which has been, as described below, contractually extended with certain creditors), any creditor or stakeholder would have the ability to file in the Chapter 11 Cases one or more Chapter 11 plans of reorganization. Under an agreed stipulation approved by the Bankruptcy Court, if the exclusivity period has not been terminated by December 29, 2015, certain creditor constituencies have agreed that ~~they~~ will ~~not~~result ~~file~~in a ~~chapter~~partial 11step-up ~~plan~~in ~~of reorganization (or a disclosure statement) or cause such a filing until~~ the ~~Bankruptcy~~tax ~~Court~~basis ~~issues a final ruling regarding the confirmation~~ of ~~the~~certain ~~Plan~~TCEH ~~of Reorganization and that until the issuance of such a ruling, the Debtors will prosecute the Plan of Reorganization with reasonable diligence.~~assets;

~~The~~• ~~Disclosure Statement contains, among other things, detailed information about~~ the ~~Plan~~Reorganized ofTCEH ~~Reorganization,~~Spin-Off a historical profile of the Debtors' businesses, a description of proposed distributions to creditors under the Plan of Reorganization, and an analysis of the Plan of Reorganization's feasibility, as well as many of the technical matters required for the Debtors to exit from bankruptcy, such as descriptions of who will be eligible to vote on the Plan of Reorganization and the voting process itself. The information contained in the Disclosure Statement is subject to change, for a number of reasons, including amendments to the Plan of Reorganization, actions of third parties, including the Bankruptcy Court, or otherwise.occur;

6• a consortium (collectively, the Investor Group) consisting of certain TCEH creditors, an affiliate of Hunt Consolidated, Inc. (Hunt) and certain other investors designated by Hunt will acquire (the EFH Acquisition) reorganized EFH Corp. (Reorganized EFH);

~~Table~~• in connection with the EFH Acquisition, (i) the Investor Group will raise up to approximately $12.6 billion of ~~Contents~~equity and debt financing to invest in Reorganized EFH, (ii) a successor to Reorganized EFH will be converted to a real estate investment trust (REIT) under the Internal Revenue Code and (iii) all allowed claims against the EFH Debtors and the EFIH Debtors will receive treatment rendering them unimpaired (excluding any claims derived from or based upon make-whole, applicable premium, redemption premium or other similar payment provisions, or any other alleged premiums, fees, or claims relating to the repayment of claims and unsecured claims for post-petition interest in excess of the federal judgment rate of interest, each of which will be disallowed under the Plan of Reorganization), and

~~The~~• ~~Plan~~the ofDebtors, ~~Reorganization and~~ the ~~Disclosure~~Sponsor ~~Statement~~Group, ~~contain or discuss~~ certain ~~projections~~settling ofTCEH ~~certain~~first oflien ~~the Debtors' financial performance for fiscal years 2015 through 2020. The Debtors do not~~creditors, ascertain asettling ~~matter~~TCEH ofsecond ~~course,~~lien ~~publish their business plans~~creditors, ~~budgets~~certain orsettling ~~strategies,~~TCEH orunsecured ~~make~~creditors ~~external~~and ~~projections~~the orofficial ~~forecasts~~committee of ~~their~~unsecured ~~anticipated~~creditors ~~financial position or results~~ of ~~operations. The~~the ~~projections~~TCEH ~~reflected~~Debtors ~~numerous~~(collectively, ~~assumptions concerning EFIH's anticipated future performance and prevailing and anticipated market and economic conditions at~~ the ~~time~~Settling ~~they~~Parties) ~~were~~agreed ~~prepared that were and continue~~ to besettle ~~beyond~~certain ~~EFIH's~~disputes, ~~control~~claims and ~~that~~causes ~~may not materialize. Projections are inherently subject to uncertainties and to a wide variety~~ of ~~significant business, economic and competitive risks, including those risks discussed in Part I, Item 1A~~action. Risk Factors in EFIH's 2014 Form 10-K and EFIH's subsequent quarterly reports on Form 10-Q. EFIH's actual results will vary from those contemplated by the projections and the variations may be material.

Nothing contained in this quarterly report on Form 10-Q is intended to be, nor should it be construed as, a solicitation for a vote on the Plan of Reorganization, as filed or as it may be amended. The Plan of Reorganization will become effective only if it receives the requisite approval and is confirmed by the Bankruptcy Court and the conditions to consummation set forth therein are satisfied. There can be no assurance that the Bankruptcy Court will approve the Disclosure Statement, that the Debtors' stakeholders will approve the Plan of Reorganization, that the Bankruptcy Court will confirm the Plan of Reorganization or that the conditions to consummation of the Plan of Reorganization will be satisfied.7

~~Proposed~~Plan ~~Sale~~Support ~~of Indirect Economic Ownership Interest in Oncor~~Agreement

In ~~September~~August ~~2014,~~2015 ~~the~~(as ~~Debtors~~amended ~~filed a motion with the Bankruptcy Court seeking the entry of an order approving bidding procedures with respect to the potential sale of EFH Corp.'s indirect economic ownership interest~~ in ~~Oncor. In~~September ~~January~~ 2015), ~~the~~each ~~Bankruptcy~~of ~~Court approved~~ the Debtors' ~~bidding~~entered ~~procedures~~into ~~motion~~a ~~that~~Plan ~~sets~~Support ~~forth~~Agreement ~~the process by which the Debtors are authorized to solicit proposals~~ (~~i.e.,~~Plan ~~bids)~~Support ~~from third parties to acquire (in any form and employing any structure, whether taxable (in whole or in part~~Agreement) ~~or tax-free) EFH Corp.'s indirect economic ownership interest in Oncor in accordance~~ with ~~the~~various ~~Bankruptcy~~of ~~Code. These~~their ~~bidding~~respective ~~procedures~~creditors, ~~contemplated that~~ the ~~Debtors~~Sponsor ~~select a stalking horse bid after a two-stage closed bidding process~~Group, ~~and, after approval by~~ the ~~Bankruptcy~~official ~~Court~~committee of ~~such~~unsecured ~~stalking~~creditors ~~horse~~of ~~bid,~~ the TCEH Debtors ~~conduct~~and athe ~~round~~Investor ofGroup ~~open bidding culminating~~ in anorder ~~auction intended~~ to ~~obtain~~effect aan ~~higher~~agreed orupon ~~otherwise~~restructuring ~~best bid for a transaction. Initial bids were received in early March 2015 and second round bids were received in April 2015. Following receipt and negotiation~~ of ~~second round bids,~~ the Debtors ~~elected~~pursuant ~~not~~ to ~~select~~the aPlan ~~stalking~~of ~~horse bid~~Reorganization. ~~The~~Pursuant ~~Debtors continue~~ to ~~engage~~the inPlan ~~discussions~~Support ~~with~~Agreement, ~~various~~the ~~interested~~ parties ~~regarding~~agreed, ~~the~~subject ~~formal~~to ~~auction~~the ~~process~~terms asand ~~well~~conditions ascontained ~~potential transactions~~ in the ~~context~~Plan ofSupport ~~modifications to~~Agreement, ~~or alternatives~~ to, support the Debtors' Plan of Reorganization. ~~Certain of the potential transactions the Debtors are discussing with certain creditor constituencies would involve converting Oncor into a real estate investment trust (a REIT).~~

Pursuant to the Plan Support Agreement, certain of the parties to the Plan Support Agreement are required to not object to or interfere with an alternative plan of reorganization even if the EFH Acquisition is not completed so long as such plan meets certain minimum conditions. All or part of the Plan Support Agreement may be terminated upon the occurrence of certain events described in the Plan Support Agreement. In addition, under the Plan Support Agreement, the supporting parties have committed to support the inclusion of releases with respect to the claims described in the Settlement Agreement (described below) in the context of an alternative plan (which would become effective when a plan becomes effective).

Settlement Agreement

The Settling Parties entered into a settlement agreement (the Settlement Agreement) in August 2015 (as amended in September 2015) to compromise and settle, among other things (a) intercompany claims among the Debtors, (b) claims and causes of actions against holders of first lien claims against TCEH and the agents under the TCEH Senior Secured Facilities, (c) claims and causes of action against holders of interests in EFH Corp. and certain related entities and (d) claims and causes of action against each of the Debtors' current and former directors, the Sponsor Group, managers and officers, and other related entities. The Settlement Agreement contemplates a release of such claims upon approval of the Settlement Agreement by the Bankruptcy Court, which would remain effective regardless of whether the EFH Acquisition is completed. The Debtors expect to seek Bankruptcy Court approval of the Settlement Agreement at the confirmation hearing for the Plan of Reorganization.

Merger and Purchase Agreement

In August 2015, EFH Corp. and EFIH entered into a Purchase Agreement and Agreement and Plan of Merger (Merger and Purchase Agreement) with two acquisition entities, Ovation Acquisition I, L.L.C. (OV1) and Ovation Acquisition II, L.L.C. (collectively, the Purchasers), which are controlled by the Investor Group. Pursuant to the Merger and Purchase Agreement, at the effective time of the Plan of Reorganization and immediately after consummation of the Reorganized TCEH Spin-Off, the Investor Group will acquire Reorganized EFH.

The Merger and Purchase Agreement contemplates that funds received by the Purchasers pursuant to the Equity Commitment Letter, the Debt Commitment Letter and the Rights Offering and Backstop (each as defined below) will be used to facilitate the acquisition of Reorganized EFH and, as applicable, repay the allowed claims of holders of claims and interests in EFH Corp. and EFIH in full in cash (or otherwise render such claims unimpaired) pursuant to the Plan of Reorganization and, if applicable, to complete the Texas Transmission Acquisition (as defined below). The Merger and Purchase Agreement includes various conditions precedent to consummation of the transactions contemplated thereby, including a condition that certain approvals and rulings be obtained, including from the PUCT and the IRS, that are necessary to consummate the EFH Acquisition and convert Reorganized EFH into a REIT.

The Merger and Purchase Agreement may be terminated upon certain events, including, among other things, (a) by either party, if certain termination events occur under the Plan Support Agreement, including if the EFH Acquisition is not completed by April 30, 2016, subject to extension to June 30, 2016 or August 31, 2016 under certain conditions, (b) by EFH Corp. or EFIH, if their respective board of directors or managers determines in good faith that proceeding with the transactions contemplated by the Merger and Purchase Agreement would be inconsistent with its applicable fiduciary duties or (c) by the Purchasers, if EFH Corp. or EFIH fails to meet various milestones related to the Debtors' Chapter 11 Cases or otherwise materially breaches the Merger and Purchase Agreement.

EFH Corp.'s and EFIH's respective obligations under the Merger and Purchase Agreement are subject in all respects to the prior approval of the Bankruptcy Court.

Rights Offering

As contemplated by the Plan of Reorganization, OV1 intends to conduct an offering of equity rights (each, a Right, and such offering, the Rights Offering) to holders of unsecured debt claims, second lien debt claims, general unsecured claims and first lien secured claims against TCEH (Rights Offering Participants) enabling the Rights Offering Participants to purchase an aggregate of $5.787 billion of common stock of OV1 (as the successor by merger of Reorganized EFH), of which $5.087 billion of such common stock will be offered to holders of unsecured debt claims, second lien debt claims, and general unsecured claims against TCEH, and $700 million of such common stock will be offered to holders of first lien secured claims against TCEH. In October 2015, OV1 filed a registration statement on Form S-11 with the SEC to register the equity rights under the Securities Act of 1933. This quarterly report on Form 10-Q does not constitute an offer to sell, or a solicitation of an offer to purchase, the Rights.

Pursuant to a Backstop Agreement (Backstop Agreement), among certain investors named therein and their permitted assignees (Backstop Purchasers), EFH Corp., EFIH and OV1, the Backstop Purchasers have agreed to backstop $5.087 billion of Rights offered to certain of the Rights Offering Participants (Backstop).

In connection with the execution of the Merger and Purchase Agreement, each member of the Investor Group (collectively, the Equity Commitment Parties) delivered (a) an equity commitment letter (Equity Commitment Letter) in favor of EFH Corp. (including Reorganized EFH), EFIH and the Purchasers pursuant to which the Equity Commitment Parties committed to invest in one or more of the Purchasers an aggregate amount of approximately $2.013 billion (assuming the Texas Transmission Acquisition (as described below) is completed) and (b) a limited guarantee (Guarantee) in favor of EFH Corp. (including Reorganized EFH) and EFIH pursuant to which each such Equity Commitment Party committed to pay its pro rata share of all fees, costs or expenses payable by the Purchasers under the Merger and Purchase Agreement or under the Plan of Reorganization if such fees, costs or expenses become payable pursuant thereto. The aggregate liability of the Equity Commitment Parties under the Guarantee for fees and expenses is capped at $35 million.

If the Merger and Purchase Agreement, the Backstop Agreement or the Equity Commitment Letter are terminated for any reason, EFH Corp. and EFIH have waived their rights to seek any legal or equitable remedies, except in connection with the reimbursement of certain fees and expenses capped at $35 million, against the Purchasers or the Investor Group, the Backstop Purchasers or the Equity Commitment Parties, respectively.

Debt Funding Arrangements

In August 2015, in connection with the execution of the Merger and Purchase Agreement, the Investor Group entered into a commitment letter (Debt Commitment Letter) with Morgan Stanley Senior Funding, Inc. (Debt Commitment Lender) pursuant to which the Debt Commitment Lender committed to fund up to $5.5 billion under a senior secured term loan facility and $250 million under a senior secured bridge loan facility to reorganized EFIH and its subsidiaries at the closing of the EFH Acquisition.

Texas Transmission Acquisition

In connection with the EFH Acquisition and the Rights Offering, the Purchasers, EFH Corp. and EFIH have formulated a plan to create and implement an IPO Conversion (as such term is defined in the Investor Rights Agreement (Investor Rights Agreement), dated November 2008 among Oncor and certain of its direct and indirect equity holders, including EFH Corp. and Texas Transmission, pursuant to which one of the Purchasers, as the successor to Reorganized EFH as a result of the EFH Acquisition, would serve as an IPO corporation (as defined in the Investor Rights Agreement). In connection with the execution of the Merger and Purchase Agreement, the Purchasers have delivered to EFH Corp. an offer to purchase substantially all of the outstanding IPO Units (as defined in the Investor Rights Agreement) in the IPO corporation and all of the LLC Units (as defined in the Investor Rights Agreement) in Oncor held by Texas Transmission (the Texas Transmission Acquisition). EFH Corp. has instituted an adversary proceeding in the Bankruptcy Court to enforce certain rights against Texas Transmission under the Investor Rights Agreement (see Note 10).

Other

The Plan of Reorganization is subject to revision in response to creditor and/or stakeholder claims and objections and the requirements of the Bankruptcy Code and/or the Bankruptcy Court. Unless the Plan of Reorganization receives the requisite approval from the Bankruptcy Court, upon expiration of the exclusivity period (which has already been extended to the maximum period permitted by the Bankruptcy Code, but which has been, as described below, contractually extended with certain creditors), any creditor or stakeholder would have the ability to file in the Chapter 11 Cases one or more Chapter 11 plans of reorganization. Under an agreed stipulation approved by the Bankruptcy Court, if the exclusivity period has not been terminated by December 29, 2015, certain creditor constituencies have agreed that they will not file a chapter 11 plan of reorganization (or a disclosure statement) or cause such a filing until the Bankruptcy Court issues a final ruling regarding the confirmation of the Plan of Reorganization and that until the issuance of such a ruling, the Debtors will prosecute the Plan of Reorganization with reasonable diligence.

The Plan of Reorganization and the Disclosure Statement contain or discuss certain projections of certain of the Debtors' financial performance for fiscal years 2015 through 2020. The Debtors do not, as a matter of course, publish their business plans, budgets or strategies, or make external projections or forecasts of their anticipated financial position or results of operations. The projections reflected numerous assumptions concerning EFIH's anticipated future performance and prevailing and anticipated market and economic conditions at the time they were prepared that were and continue to be beyond its control and that may not materialize. Projections are inherently subject to uncertainties and to a wide variety of significant business, economic and competitive risks, including those risks discussed in Part I, Item 1A. Risk Factors in EFIH's 2014 Form 10-K and its subsequent quarterly reports on Form 10-Q. EFIH's actual results will vary from those contemplated by the projections and the variations may be material.

Nothing contained in this quarterly report on Form 10-Q is intended to be, nor should it be construed as, a solicitation for a vote on the Plan of Reorganization, as filed or as it may be amended. The Plan of Reorganization will become effective only if it is confirmed by the Bankruptcy Court and the conditions to consummation set forth therein are satisfied. There can be no assurance that the Bankruptcy Court will confirm the Plan of Reorganization or that the conditions to consummation of the Plan of Reorganization will be satisfied.

Scheduling Matters

In ~~July~~August 2015, the Bankruptcy Court issued an order establishing ~~(a)~~November ~~August 18~~3, 2015 as the date for the ~~hearing~~commencement toof ~~approve~~ the ~~Disclosure Statement and (b) January 20, 2016 as the date for the~~ hearing to confirm the Plan of Reorganization, ~~provided that, if certain circumstances are met,~~ (the ~~date~~Confirmation ~~for~~Hearing ~~the~~Commencement ~~hearing~~Date). The toConfirmation ~~confirm~~Hearing ~~the~~Commencement ~~Plan~~Date ~~of Reorganization~~ could ~~potentially commence on October 5, 2015. These dates could~~ be changed by the Bankruptcy Court (on its own, upon the motion of a party or upon the Debtors' request).

Mediation

In May 2015, the Bankruptcy Court issued an order authorizing and establishing mediation between the Debtors and certain TCEH stakeholders with respect to Plan of Reorganization issues that affect the TCEH Debtors' estates. In ~~July~~October 2015, the parties to the mediation and the mediator agreed to extend mediation to ~~October~~January 3115, ~~2015~~2016 unless otherwise extended or terminated by the Bankruptcy Court or the mediator.

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Tax Matters

In June 2014, EFH Corp. filed a request with the IRS for a private letter ruling, ~~(Private~~which ~~Letter~~request ~~Ruling)~~has ~~that,~~been ~~among~~supplemented ~~other~~from ~~things,~~time ~~will~~to ~~provide~~time ~~(a)~~in ~~that~~response ~~(i)~~to ~~the~~requests ~~transfer~~from bythe ~~TCEH~~IRS offor ~~all~~information ofor ~~its~~as ~~assets~~required ~~and~~by ~~its~~changes ~~ordinary~~in ~~course~~the ~~operating~~contemplated ~~liabilities~~transactions to(as ~~reorganized~~supplemented, ~~TCEH~~the ~~completed~~Private ~~through~~Letter aRuling). It ~~tax-free~~is ~~spin~~expected ~~(in~~that, ~~accordance~~among ~~with~~other things, the Private Letter Ruling) inif ~~connection~~obtained ~~with~~will ~~TCEH's~~provide ~~emergence from bankruptcy~~ (~~Reorganized TCEH~~A), ~~(ii)~~for ~~the~~certain ~~transfer~~rulings byregarding the ~~Debtors~~qualification toof ~~Reorganized~~(i) ~~TCEH~~the transfer of certain assets and ~~liabilities~~ordinary ~~that~~course ~~are~~operating ~~reasonably~~liabilities ~~necessary~~ to ~~the~~a ~~operation~~newly-formed ofentity wholly-owned by TCEH (Reorganized TCEH) and (~~iii~~ii) the distribution ~~by TCEH~~ of ~~(A)~~ the equity itof ~~holds in~~ Reorganized TCEH, ~~and (B)~~ the cash proceeds ~~TCEH receives~~ from Reorganized TCEH todebt, the ~~holders~~cash proceeds from the sale of ~~TCEH~~preferred ~~first~~stock ~~lien~~in ~~claims~~a newly-formed entity, ~~will~~and ~~qualify~~the asright to receive payments under a ~~reorganization~~tax ~~within~~receivables ~~the~~agreement ~~meaning~~(if any), to holders of TCEH first lien claims under Sections 368(a)(1)(G), 355 and 356 of the Code and (bB) ~~for~~ certain ~~other~~ rulings ~~under~~regarding ~~Sections~~the ~~368(~~eligibility of EFH Corp. to qualify as a~~)(1)(G)~~ ~~and~~REIT ~~355~~for offederal ~~the~~income ~~Code~~tax purposes. The Debtors intend to continue to pursue the Private Letter Ruling to support the Plan of Reorganization ~~and other potential Chapter 11 plans of reorganization that could ultimately be proposed~~. ~~In October 2014, the Debtors filed a memorandum with the Bankruptcy Court that described tax related matters regarding restructuring alternatives.~~

Implications of the Chapter 11 Cases

EFIH's ability to continue as a going concern is contingent upon, among other factors, its ability to comply with the financial and other covenants contained in the DIP Facility described in Note 8, its ability to obtain new debtor-in-possession financing in the event the DIP Facility was to expire during the pendency of the Chapter 11 Cases and its ability to complete a Chapter 11 plan of reorganization in a timely manner, including obtaining creditor and Bankruptcy Court approval of such plan as well as applicable regulatory approvals required for such plan and obtaining any exit financing needed to implement such plan. These circumstances and uncertainties inherent in the bankruptcy proceedings raise substantial doubt about EFIH's ability to continue as a going concern.

Operations During the Chapter 11 Cases

In general, the Debtors have received final bankruptcy court orders with respect to first day motions and other operating motions that allow the Debtors to operate their businesses in the ordinary course, including, among others, providing for the payment of certain pre-petition employee and retiree expenses and benefits, the use of the Debtors' existing cash management system, the segregation of certain cash balances which require further order of the Bankruptcy Court for distribution, the continuation of customer contracts and programs at its retail electricity operations, the payment of certain pre-petition amounts to certain critical vendors, the ability to perform under certain pre-petition hedging and trading arrangements and the ability to pay certain pre-petition taxes and regulatory fees. In addition, the Bankruptcy Court has issued orders approving the DIP ~~Facilities~~Facility discussed in Note 8.

Pre-Petition Claims

Holders of the substantial majority of pre-petition claims were required to file proofs of claims by the bar date established by the Bankruptcy Court. A bar date is the date by which certain claims against the Debtors must be filed if the claimants wish to receive any distribution in the Chapter 11 Cases. The Bankruptcy Court established a bar date of October 27, 2014 for the substantial majority of claims. The Debtors have received approximately 10,000 filed claims since the Petition Date. The Debtors are in the process of reconciling those claims to the amounts listed in its schedules of assets and liabilities, which includes communications with claimants to acquire additional information required for reconciliation. As of July 31, 2015, approximately 4,500 of those claims have been settled, withdrawn or expunged. To the extent claims related to EFIH are reconciled and resolved, EFIH has recorded them at the expected allowed amount. Claims that remain unresolved or unreconciled through the filing of this report have been estimated based upon management's best estimate of the likely claim amounts that the Bankruptcy Court will ultimately allow.

The Debtors have received approximately 13,900 filed claims since the Petition Date. The Debtors are in the process of reconciling those claims to the amounts listed in its schedules of assets and liabilities, which includes communications with claimants to acquire additional information required for reconciliation. As of November 3, 2015, approximately 5,000 of those claims have been settled, withdrawn or expunged. To the extent claims related to EFIH are reconciled and resolved, EFIH has recorded them at the expected allowed amount. Claims that remain unresolved or unreconciled through the filing of this report have been estimated based upon management's best estimate of the likely claim amounts that the Bankruptcy Court will ultimately allow.

Beginning in November 2014, the Debtors began the process to request the Bankruptcy Court to disallow claims that they believe are duplicative, have been later amended or superseded, are without merit, are overstated or should be disallowed for other reasons. Given the substantial number of claims filed, the claims resolution process will take considerable time to complete. Differences between liability amounts recorded by the Debtors as liabilities subject to compromise and claims filed by creditors will be investigated and, if necessary, the Bankruptcy Court will make a final determination of the allowable claim. Differences between those final allowed claims and the liabilities recorded in the condensed consolidated balance sheets will be recognized as reorganization items in the Debtors' condensed statements of consolidated income (loss) as they are resolved. The determination of how liabilities will ultimately be resolved cannot be made until the Bankruptcy Court approves a plan of reorganization or approves orders related to settlement of specific liabilities. Accordingly, the ultimate amount or resolution of such liabilities is not determinable at this time. The resolution of such claims could result in material adjustments to EFIH's financial statements.

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3.	INVESTMENT IN ONCOR HOLDINGS

EFIH has a wholly owned subsidiary, Oncor Holdings, which holds an approximate 80% equity interest in Oncor. Oncor Holdings is considered a variable interest entity (VIE). A VIE is an entity with which EFIH has a relationship or arrangement that indicates some level of control over the entity or results in economic risks to it. Accounting standards require consolidation of a VIE if EFIH has (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 (i.e., EFIH is the primary beneficiary of the VIE). In determining the appropriateness of consolidation of a VIE, EFIH evaluates its purpose, governance structure, decision making processes and risks that are passed on to its interest holders. EFIH also examines 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.

EFIH does not consolidate Oncor Holdings and instead isaccounts ~~accounted~~ for its investment as an equity method investment because the structural and operational ring-fencing measures discussed in Note 1 prevent it from having power to direct the significant activities of Oncor Holdings or Oncor. In accordance with accounting standards, EFIH accounts for its investment in Oncor Holdings under the equity method, as opposed to the cost method, based on its level of influence over its activities.

The carrying value of EFIH's variable interest in Oncor Holdings totaled approximately $6.~~082~~126 billion and $6.050 billion at ~~June~~September 30, 2015 and December 31, 2014, respectively, and is reported as investment in Oncor Holdings in EFIH's condensed consolidated balance sheets. EFIH's maximum exposure to loss from this investment does not exceed its carrying value.

See Note 12 for discussion of Oncor Holdings' and Oncor's transactions with EFH Corp. and its other subsidiaries.

Distributions from Oncor Holdings and Related Considerations — Oncor Holdings' distributions of earnings to EFIH totaled $~~120~~206 million and $77128 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. Distributions may not be paid except to the extent Oncor maintains a required regulatory capital structure as discussed below. At ~~June~~September 30, 2015, $68111 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 EFIH's 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 by the PUCT for ratemaking purposes, which is currently set at 60% debt to 40% equity. At ~~June~~September 30, 2015, Oncor's regulatory capitalization ratio was 59.63% debt and 40.47% equity. 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 LLC, which were issued in 2003 and 2004 to recover specific generation-related regulatory assets 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).

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.

912

~~Table~~Oncor Holdings Financial Statements — Condensed statements of ~~Contents~~consolidated income of Oncor Holdings and its subsidiaries for the three and nine months ended September 30, 2015 and 2014 are presented below:

Oncor Holdings Financial Statements — Condensed statements of consolidated income of Oncor Holdings and its subsidiaries for the three and six months ended June 30, 2015 and 2014 are presented below:



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Operating revenues	$	1,072		$	1,054		$	2,957		$	2,883
Operation and maintenance expenses	(387		)	(376		)	(1,134		)	(1,074		)
Depreciation and amortization	(217		)	(218		)	(653		)	(638		)
Taxes other than income taxes	(116		)	(115		)	(336		)	(330		)
Other income	1			3			5			10
Other deductions	(9		)	(4		)	(21		)	(11		)
Interest income	(1		)	1			(1		)	3
Interest expense and related charges	(84		)	(89		)	(250		)	(266		)
Income before income taxes	259			256			567			577
Income tax expense	(99		)	(101		)	(217		)	(230		)
Net income	160			155			350			347
Net income attributable to noncontrolling interests	(33		)	(32		)	(72		)	(71		)
Net income attributable to Oncor Holdings	$	127		$	123		$	278		$	276

	Three Months Ended June 30,						Six Months Ended June 30,
	2015			2014			2015			2014
Operating revenues	$	938		$	912		$	1,884		$	1,829
Operation and maintenance expenses	(367		)	(353		)	(746		)	(698		)
Depreciation and amortization	(220		)	(210		)	(437		)	(420		)
Taxes other than income taxes	(108		)	(106		)	(220		)	(215		)
Other income	1			3			4			7
Other deductions	(7		)	(4		)	(12		)	(7		)
Interest income	—			1			1			2
Interest expense and related charges	(84		)	(89		)	(165		)	(177		)
Income before income taxes	153			154			309			321
Income tax expense	(58		)	(63		)	(119		)	(129		)
Net income	95			91			190			192
Net income attributable to noncontrolling interests	(20		)	(19		)	(39		)	(40		)
Net income attributable to Oncor Holdings	$	75		$	72		$	151		$	152

Assets and liabilities of Oncor Holdings at September 30, 2015 and December 31, 2014 are presented below:

Assets and liabilities of Oncor Holdings at June 30, 2015 and December 31, 2014 are presented below:



	September 30, 2015		December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	18	$	5
Restricted cash	62		56
Trade accounts receivable — net	444		407
Trade accounts and other receivables from affiliates	156		118
Income taxes receivable from EFH Corp.	—		144
Inventories	80		73
Accumulated deferred income taxes	7		10
Prepayments and other current assets	93		91
Total current assets	860		904
Restricted cash	—		16
Other investments	95		97
Property, plant and equipment — net	12,908		12,463
Goodwill	4,064		4,064
Regulatory assets — net	1,177		1,429
Other noncurrent assets	71		67
Total assets	$	19,175	$	19,040
LIABILITIES
Current liabilities:
Short-term borrowings	$	708	$	711
Long-term debt due currently	86		639
Trade accounts payable — nonaffiliates	164		202
Income taxes payable to EFH Corp.	31		24
Accrued taxes other than income	150		174
Accrued interest	67		93
Other current liabilities	149		156
Total current liabilities	1,355		1,999
Accumulated deferred income taxes	1,918		1,978
Long-term debt, less amounts due currently	5,681		4,997
Other noncurrent liabilities and deferred credits	2,270		2,245
Total liabilities	$	11,224	$	11,219

	June 30, 2015		December 31, 2014
ASSETS
Current assets:
Cash and cash equivalents	$	16	$	5
Restricted cash	64		56
Trade accounts receivable — net	430		407
Trade accounts and other receivables from affiliates	138		118
Income taxes receivable from EFH Corp.	22		144
Inventories	76		73
Accumulated deferred income taxes	9		10
Prepayments and other current assets	92		91
Total current assets	847		904
Restricted cash	—		16
Other investments	98		97
Property, plant and equipment — net	12,777		12,463
Goodwill	4,064		4,064
Regulatory assets — net	1,321		1,429
Other noncurrent assets	71		67
Total assets	$	19,178	$	19,040
LIABILITIES
Current liabilities:
Short-term borrowings	$	780	$	711
Long-term debt due currently	111		639
Trade accounts payable — nonaffiliates	179		202
Income taxes payable to EFH Corp.	12		24
Accrued taxes other than income	103		174
Accrued interest	83		93
Other current liabilities	136		156
Total current liabilities	1,404		1,999
Accumulated deferred income taxes	1,925		1,978
Long-term debt, less amounts due currently	5,680		4,997
Other noncurrent liabilities and deferred credits	2,276		2,245
Total liabilities	$	11,285	$	11,219

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4.	OTHER DEDUCTIONS

EFIH has income tax receivables from EFH Corp. that arose under the Federal and State Income Tax Allocation Agreement. In consideration of the Bankruptcy Filing, EFIH fully reserved the income tax receivables because of the significant uncertainty regarding their ultimate settlement, resulting in charges of $6586 million and $~~122~~12 million for the three months ended ~~June~~September 30, 2015 and 2014, respectively, and $~~135~~221 million and $~~199~~211 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively.


5.	INCOME TAXES

EFH Corp. files a US federal income tax return that includes the results of EFCH, EFIH, Oncor Holdings and TCEH. Oncor is a partnership for US federal income tax purposes and is not a corporate member of the EFH Corp. consolidated 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. Accordingly, EFIH's income tax expense and related balance sheet amounts are recorded as if EFIH files its own corporate income tax returns. Deferred income taxes are provided for temporary differences between the book and tax basis of assets and liabilities as required under accounting rules. Income tax assets and liabilities related to pushed down debt are settled as membership interests transactions.

In evaluating EFIH's ability to ~~recover~~utilize its deferred tax assets related to its net operating losses, EFIH considers all available positive and negative information, including scheduled reversals of deferred tax liabilities, taxable income, tax-planning strategies, and results of operations. ~~Due~~In 2014, due to the uncertainty of the ultimate recovery by EFIH of the benefit of its NOLs, a valuation allowance ofhad ~~$79 million has~~ been recorded on EFIH’s net deferred tax assets. As as of ~~June~~September 30, 2015 that valuation allowance totaled $22 million. During the three months ended ~~June~~ September 30, 2015, the taxable income of EFIH increased enough to decrease the valuation allowance that was previously recorded by approximately $3649 million. The valuation allowance adjustment increased the income tax benefit for the three months ended ~~June~~ September 30, 2015 by $3657 million and ~~decreased~~increased the income tax benefit for the ~~six~~nine months ended ~~June~~September 30, 2015 by $749 million.

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 calculation of EFIH's effective tax rate is as follows:

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Loss before income taxes and equity in earnings of unconsolidated subsidiaries	$	(~~142~~162	)	$	(~~482~~79	)	$	(~~555~~717	)	$	(~~769~~848	)
Income tax benefit	$	6080		$	~~118~~25		$	~~125~~205		$	~~191~~215
Effective tax rate	~~(42~~49.34		)%	~~(24~~31.56		)%	~~(22~~28.56		)%	~~(24~~25.84		)%

For the three months ended ~~June~~September 30, 2015, the effective tax rate was ~~different~~higher than the US Federal statutory rate of 35% due primarily to the decrease in valuation allowance recorded against deferred tax assets, partially offset by the effect of the reserve against the income tax receivable from EFH Corp. that was recorded without an income tax benefit and nondeductible legal and other professional services costs related to the Chapter 11 Cases. For the three months ended ~~June~~September 30, 2014, the effective tax rate was different than the US Federal statutory rate of 35% primarily due to the effect of the reserve against the income tax receivable that was recorded without income tax benefit, ~~and~~partially offset by changes in nondeductible legal and other professional service costs related to EFIH's Chapter 11 Cases.

1114

~~Table~~For the nine months ended September 30, 2015, the effective tax rate was different than the US Federal statutory rate of ~~Contents~~35% due primarily to the effect of the reserve against the income tax receivable from EFH Corp. that was recorded without an income tax benefit change and higher nondeductible legal and other professional services costs related to the Chapter 11 Cases, offset by the decrease in valuation allowance recorded against deferred tax assets. For the nine months ended September 30, 2014, the effective tax rate was different than the US Federal statutory rate of 35% primarily due to the effect of the reserve against the income tax receivable from EFH Corp. that was recorded without income tax benefit and nondeductible legal and other professional service costs related to EFIH's Chapter 11 Cases.

For the six months ended June 30, 2015, the effective tax rate was different than the US Federal statutory rate of 35% due primarily to the effect of the reserve against the income tax receivable from EFH Corp. that was recorded without income tax benefit change and higher nondeductible legal and other professional services costs related to the Chapter 11 Cases. For the six months ended June 30, 2014, the effective tax rate was different than the US Federal statutory rate of 35% primarily due to the effect of the reserve against the income tax receivable from EFH Corp. that was recorded without income tax benefit and nondeductible legal and other professional service costs related to EFIH's Chapter 11 Cases.

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6.	INTEREST EXPENSE AND RELATED CHARGES

	Three Months Ended June 30,					Six Months Ended June 30,
	Three Months Ended September 30,					Nine Months Ended September 30,
	2015		2014			2015		2014
Interest paid/accrued on debtor-in-possession financing	$	58	$	858		$	~~116~~174	$	866
Interest paid/accrued on pre-petition debt (a)	—		~~104~~—			235		266
Interest expense on pre-petition toggle notes payable in additional principal (Note 9)	—		16—			—		65
Amortization of debt exchange premiums	—		(6—		)	—		(24		)
Amortization of debt exchange discounts and issuance costs	—		2—			—		7
Other	—		—			—		1
Total interest expense and related charges	$	58	$	~~124~~58		$	~~351~~409	$	~~323~~381

____________

(a) For the ~~six~~nine months ended ~~June~~September 30, 2015, amounts include $235 million in post-petition interest related to the EFIH Second Lien Notes (see Note 9).

Interest expense for the ~~six~~nine months ended ~~June~~September 30, 2015 reflects interest paid on EFIH's pre-petition 11.00% Second Lien Notes due 2021 and 11.75% Second Lien Notes due 2022 as approved by the Bankruptcy Court in March 2015 (see Note 9).

The Bankruptcy Code generally restricts payment of interest on pre-petition debt, subject to certain exceptions. However, the Bankruptcy Court ordered the payment of post-petition interest on the EFIH First Lien Notes in connection with the settlement in June 2014 as discussed in Note 8. Additionally, the Bankruptcy Court approved post-petition interest payments on the EFIH Second Lien Notes in March 2015 as discussed in Note 9. Additional payments may also be made upon approval by the Bankruptcy Court, at the federal judgment rate (see Note 10). Other than these amounts ordered or approved by the Bankruptcy Court, effective April 29, 2014, EFIH discontinued recording interest expense on outstanding pre-petition debt classified as liabilities subject to compromise (LSTC). The ~~following~~ table below shows contractual interest amounts, which are amounts due under the contractual terms of EFIH's outstanding debt, including debt subject to compromise during the Chapter 11 Cases. Interest expense reported in the condensed statements of consolidated income (loss) for the three months ended September 30, 2015 and ~~six~~2014, the nine months ended ~~June~~September 30, 2015 and the post-petition period ended ~~June~~September 30, 2014 does not include $101 million, $~~163~~114 million, $264 million and $79194 million, respectively in contractual interest on pre-petition debt classified as LSTC, which has been stayed by the Bankruptcy Count effective on the Petition Date. Interest expense as calculated under the contractual terms of EFIH's debt classified as LSTC totaled $101 million, $~~213~~114 million, $314 million and $~~133~~248 million for the three months ended September 30, 2015 and ~~six~~2014, the nine months ended ~~June~~ September 30, 2015 and the post-petition period ended ~~June~~September 30, 2014, respectively. Of the $235 million of interest paid/accrued on pre-petition debt during the ~~six~~nine months ended ~~June~~September 30, 2015, $50 million is contractually related to 2015, which is $~~163~~264 million lower than the contractual requirement for the period. The remaining $185 million of interest paid on pre-petition debt related to contractual interest from 2014, which was accrued and paid in 2015 upon Bankruptcy Court approval.

	Three Months		Six Months		Post-Petition
	Ended June 30,		Ended June 30,		Period Ended
	2015		2015		June 30, 2014
Contractual interest on debt classified as LSTC	$	101	$	213	$	133
Approved interest paid/accrued (a)	—		50		54
Contractual interest on debt classified as LSTC not paid/accrued	$	101	$	163	$	79



	Three Months Ended September 30, 2015		Three Months Ended September 30, 2014		Nine Months Ended September 30, 2015		Post-Petition Period Ended September 30, 2014
Contractual interest on debt classified as LSTC	$	101	$	114	$	314	$	248
Approved interest paid/accrued (a)	—		—		50		54
Contractual interest on debt classified as LSTC not paid/accrued	$	101	$	114	$	264	$	194

___________

(a) ~~Six~~For the nine months ended ~~June~~September 30, 2015, represents portion of interest related to the EFIH Second Lien Notes that was repaid based on the approval of the Bankruptcy Court; however, excludes $185 million of post-petition interest paid in 2015 that contractually related to 2014 and default interest (see Note 9). ~~Post~~For the post-petition period ended ~~June~~September 30, 2014, represents interest on EFIH First Lien Notes exchanged and settled in June 2014 (see Note 8).

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7.	REORGANIZATION ITEMS

Expenses and income directly associated with the Chapter 11 Cases are reported separately in the condensed statements of consolidated income (loss) as reorganization items as required by ASC 852, Reorganizations. Reorganization items also include adjustments to reflect the carrying value of liabilities subject to compromise (LSTC) at their estimated allowed claim amounts, as such adjustments are determined. The following table presents reorganization items incurred in the three months ended September 30, 2015 and ~~six~~2014, the nine months ended ~~June~~ September 30, 2015 and the post-petition period ended ~~June~~ September 30, 2014 as reported in the condensed statements of consolidated income (loss):

	Three Months Ended June 30, 2015		Six Months Ended June 30, 2015		Post-Petition Period Ended June 30, 2014
	Three Months Ended September 30, 2015		Three Months Ended September 30, 2014		Nine Months Ended September 30, 2015		Post-Petition Period Ended September 30, 2014
Loss on exchange and settlement of EFIH First Lien Notes (Note 6)	$	—	$	—	$	~~108~~—	$	108
Fees associated with completion of EFIH DIP Facility	—		—		93—		93
Fees associated with repayment of EFIH Second Lien Notes (Note 9)	—		28$	—	—28		—
Expenses related to legal advisory and representation services	1813		335		1646		22
Expenses related to other professional consulting and advisory services	—3		52		118		12
Total reorganization items	$	1816	$	667	$	~~228~~82	$	235

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8.	DEBTOR-IN-POSSESSION BORROWING FACILITIES

EFIH DIP Facility, EFIH First Lien Notes Settlement and EFIH Second Lien Notes Repayment — The Bankruptcy Court approved the EFIH DIP Facility in June 2014. The EFIH DIP Facility provides for a $5.4 billion first-lien debtor-in-possession financing facility. Since inception, the facility has been utilized as follows:

•

In June 2014, $1.836 billion of loans issued under the facility were issued as an exchange to holders of $1.673 billion principal amount of EFIH First Lien Notes plus accrued and unpaid interest totaling $78 million. Holders of substantially all of the principal amount exchanged received as payment in full a principal amount of loans under the DIP facility equal to 105% of the principal amount of the notes held plus 101% of the accrued and unpaid interest at the non-default rate on such principal;


•	In June 2014, $2.438 billion of cash borrowings were used to repay all remaining $2.312 billion principal amount of EFIH First Lien Notes (plus accrued and unpaid interest totaling $128 million), and


•	In March 2015, $750 million of cash borrowings were used to repay $445 million principal amount of EFIH Second Lien Notes (including accrued and unpaid pre-petition interest of $55 million and post-petition interest of $235 million) and certain fees (see Note 9).

As of ~~June~~September 30, 2015, remaining cash on hand from borrowings under the EFIH DIP Facility, net of fees, ~~along with existing cash on hand,~~ totaled approximately $~~361~~370 million, which was held as cash and cash equivalents. In the ~~June~~September 30, 2015 condensed consolidated balance sheet, the borrowings under the EFIH DIP Facility are reported as current liabilities since the maturity date of the facility is June 2016.

The principal amounts outstanding under the EFIH DIP Facility bear interest based on applicable LIBOR rates, subject to a 1% floor, plus 3.25%. At both ~~June~~September 30, 2015 and December 31, 2014, outstanding borrowings under the EFIH DIP Facility totaled $5.4 billion at an annual interest rate of 4.25%. The EFIH DIP Facility is a non-amortizing loan that may, subject to certain limitations, be voluntarily prepaid by the EFIH Debtors, in whole or in part, without any premium or penalty.

The EFIH DIP Facility will mature on the earlier of (a) the effective date of any reorganization plan, (b) upon the event of the sale of substantially all of EFIH's assets or (c) June 2016. The maturity date may be extended to no later than December 2016 subject to the satisfaction of certain conditions, including the payment of a 25 basis point extension fee, a requirement that an acceptable plan of reorganization has been filed on or prior to such extension and the availability of certain metrics of liquidity applicable to EFIH and EFIH Finance.

EFIH's obligations under the EFIH DIP Facility are secured by a first lien covering substantially all of EFIH's assets, rights and properties, subject to certain exceptions set forth in the EFIH DIP Facility. The EFIH DIP Facility provides that all obligations thereunder constitute administrative expenses in the Chapter 11 Cases, with administrative priority and senior secured status under the Bankruptcy Code and, subject to certain exceptions set forth in the EFIH DIP Facility, will have priority over any and all administrative expense claims, unsecured claims and costs and expenses in the Chapter 11 Cases.

The EFIH DIP Facility provides for affirmative and negative covenants applicable to EFIH and EFIH Finance, including affirmative covenants requiring EFIH and EFIH Finance to provide financial information, budgets and other information to the agents under the EFIH DIP Facility, and negative covenants restricting EFIH's and EFIH Finance's ability to incur additional indebtedness, grant liens, dispose of assets, pay dividends or take certain other actions, in each case except as permitted in the EFIH DIP Facility. The EFIH DIP Facility also includes a minimum liquidity covenant pursuant to which EFIH cannot allow the amount of its unrestricted cash (as defined in the EFIH DIP Facility) to be less than $150 million. As of ~~June~~September 30, 2015, EFIH was in compliance with this minimum liquidity covenant. The Oncor Ring-Fenced Entities are not restricted subsidiaries for purposes of the EFIH DIP Facility.

The EFIH DIP Facility provides for certain customary events of default, including events of default resulting from non-payment of principal, interest or other amounts when due, material breaches of representations and warranties, material breaches of covenants in the EFIH DIP Facility or ancillary loan documents, cross-defaults under other agreements or instruments and the entry of material judgments against EFIH. Upon the existence of an event of default, the EFIH DIP Facility provides that all principal, interest and other amounts due thereunder will become immediately due and payable, either automatically or at the election of specified lenders.

The EFIH DIP Facility permits, subject to certain terms, conditions and limitations set forth in the EFIH DIP Facility, EFIH to incur incremental junior lien subordinated debt in an aggregate amount not to exceed $3 billion.

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9.	LIABILITIES SUBJECT TO COMPROMISE

The amounts classified as liabilities subject to compromise (LSTC) reflect the company's estimate of pre-petition liabilities and other expected allowed claims to be addressed in the Chapter 11 Cases and may be subject to future adjustment as the Chapter 11 Cases proceed. Debt amounts include related unamortized deferred financing costs and discounts/premiums. Amounts classified to LSTC do not include pre-petition liabilities that are fully collateralized by letters of credit or cash deposits. The following table presents LSTC as reported in the condensed consolidated balance sheets at ~~June~~September 30, 2015 and December 31, 2014:

	June 30, 2015		December 31, 2014
	September 30, 2015		December 31, 2014
Notes, loans and other debt per the following table	$	3,398	$	3,843
Accrued interest on notes, loans and other debt	82		138
Advances and other payables to affiliates	7		7
Total liabilities subject to compromise	$	3,487	$	3,988

Pre-Petition Notes, Loans and Other Debt Reported as Liabilities Subject to Compromise

Amounts presented below represent principal amounts of pre-petition notes, loans and other debt reported as liabilities subject to compromise.

	June 30, 2015			December 31, 2014
	September 30, 2015			December 31, 2014
Debt issued by EFIH:
11% Fixed Senior Secured Second Lien Notes due October 1, 2021	$	322		$	406
11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022	1,389			1,750
11.25%/12.25% Senior Toggle Notes due December 1, 2018	1,566			1,566
9.75% Fixed Senior Notes due October 15, 2019	2			2
Unamortized premium	243			243
Unamortized discount	(121		)	(121		)
Total debt issued by EFIH	3,401			3,846
Pushed down pre-petition debt (a):
10.875% EFH Corp. Fixed Senior Notes due November 1, 2017	17			17
11.25%/12.00% EFH Corp. Senior Toggle Notes due November 1, 2017	13			13
Total pushed down debt	30			30
Deferred debt issuance and extension costs	(33		)	(33		)
Total debt	$	3,398		$	3,843

________________


(a)	Represents 50% of the amount of these EFH Corp. securities guaranteed by EFIH and pushed down per the discussion below under "Guarantees and Push Down of EFH Corp. Pre-Petition Debt."

Repayment of EFIH Second Lien Notes

In March 2015, with the approval of the Bankruptcy Court, EFIH used some of its cash to repay (Repayment) $735 million, including interest at contractual rates, in amounts outstanding under EFIH's pre-petition 11.00% Fixed Senior Secured Second Lien Notes due October 1, 2021 (11.00% Notes) and 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 (11.75% Notes) and $15 million in certain fees and expenses of the trustee for such notes. The Repayment resulted in an $84 million reduction in the principal amount of the 11.00% Notes, a $361 million reduction in the principal amount of the 11.75% Notes and the payment of $235 million and $55 million of accrued and unpaid post-petition and pre-petition interest, respectively, at contractual rates. The Repayment required the requisite consent of the lenders under EFIH's DIP Facility. EFIH received such consent from approximately 97% of the lenders under the EFIH DIP Facility in consideration of an aggregate consent fee equal to approximately $13 million. As a result of the Repayment, as of ~~June~~September 30, 2015, the principal amount outstanding on the 11.00% Notes and 11.75% Notes are $322 million and $1.389 billion, respectively.

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Guarantees and Push Down of EFH Corp. Pre-Petition Debt

Merger-related debt of EFH Corp. and its subsidiaries consists of debt issued or existing at the time of the Merger. Debt issued in exchange for Merger-related debt is considered Merger-related. Debt issuances for cash are considered Merger-related debt to the extent the proceeds are used to repurchase Merger-related debt. EFCH and EFIH (excluding their subsidiaries) fully and unconditionally guarantee on a joint and several basis the Merger-related debt of EFH Corp. (parent). Such debt is subject to push down in accordance with SEC Staff Accounting Bulletin Topic 5-J, and as a result, a portion of such debt and related interest expense is reflected in EFIH's financial statements. Merger-related debt of EFH Corp. held by its subsidiaries is not subject to push down.

Pre-petition debt guaranteed and subject to push down at ~~June~~September 30, 2015 and December 31, 2014 totaled $60 million and consisted of $33 million principal amount of EFH Corp. 10.875% Notes and $27 million principal amount of EFH Corp. Toggle Notes. The amount reflected in EFIH's condensed consolidated balances sheets as pushed down pre-petition debt ($30 million at both ~~June~~September 30, 2015 and December 31, 2014, as shown in the table above) represents 50% of the principal amount of the EFH Corp. Merger-related debt guaranteed. This percentage reflects the fact that at the time of the Merger, the equity investments of EFCH and EFIH in their respective operating subsidiaries were essentially equal amounts. Because payment of principal and interest on the debt is the responsibility of EFH Corp., EFIH records the settlement of such amounts as noncash capital contributions from EFH Corp.

There were no payments of interest by EFH Corp. on pre-petition debt pushed down for ~~both~~ the ~~six~~three and nine months ended ~~June~~September 30, 2015 and 2014.

Information Regarding Significant Pre-Petition Debt

The EFIH pre-petition debt described below is junior in right of priority and payment to the EFIH DIP Facility.

EFIH 6.875% Senior Secured First Lien Notes — There were no principal amounts of the EFIH 6.875% Notes outstanding at ~~June~~September 30, 2015 as the notes were exchanged or settled in June 2014 as discussed in Note 8. The notes bore interest at a fixed rate of 6.875% per annum. The EFIH 6.875% Notes were 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 (discussed below).

EFIH 10% Senior Secured First Lien Notes — There were no principal amounts of the EFIH 10% Notes outstanding at ~~June~~September 30, 2015 as the notes were exchanged or settled in June 2014 as discussed in Note 8. The notes bore interest at a fixed rate of 10% per annum. The notes were secured by the EFIH Collateral on an equal and ratable basis with the EFIH 6.875% Notes.

EFIH 11% Senior Secured Second Lien Notes — The principal amount of the EFIH 11% Notes totals $322 million with interest 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. See discussion above related to the Repayment of a portion of these notes in March 2015.

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 as the EFIH 11.75% Notes discussed below, and the holders of the EFIH 11% Notes will generally vote as a single class with the holders of the EFIH 11.75% Notes.

EFIH 11.75% Senior Secured Second Lien Notes — The principal amount of the EFIH 11.75% Notes totals $1.389 billion with interest 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. See discussion above related to the Repayment of a portion of these notes in March 2015.

The EFIH 11.75% Notes were issued in private placements and are not registered under the Securities Act. EFIH had 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, the annual interest rate on the EFIH 11.75% Notes increased by 25 basis points (to 12.00%) in February 2013 and by an additional 25 basis points (to 12.25%) in May 2013.

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EFIH 11.25%/12.25% Senior Toggle Notes — The principal amount of the EFIH Toggle Notes totals $1.566 billion with interest at a fixed rate of 11.25% per annum for cash interest and 12.25% per annum for PIK Interest . The terms of the Toggle Notes include an election by EFIH, for any interest period until June 1, 2016, 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. EFIH made its pre-petition interest payments on the EFIH Toggle Notes by using the PIK feature of those notes.

The EFIH Toggle Notes were issued in private placements and are not registered under the Securities Act. EFIH had 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. Because the exchange offer was not completed, the annual interest rate on the EFIH Toggle Notes increased by 25 basis points (to 11.50%) in December 2013 and by an additional 25 basis points (to 11.75%) in March 2014.

Material Cross Default/Acceleration Provisions — Certain of EFIH's pre-petition financing arrangements contain provisions that 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. The Bankruptcy Filing triggered defaults on EFIH's pre-petition debt obligations, but pursuant to the Bankruptcy Code, the creditors are stayed from taking any actions against the Debtors as a result of such defaults.


10.	COMMITMENTS AND CONTINGENCIES

Guarantees

See Notes 9 for discussion of EFIH's guarantees of certain debt.

Legal Proceedings

From time to time, EFIH may be involved in various legal and administrative proceedings in the normal course of business the ultimate resolutions of which, in the opinion of management, should not have a material effect upon its financial condition, results of operations or liquidity.

Litigation

Make-whole Claims — In May 2014, the indenture trustee for the EFIH 10% First Lien Notes initiated litigation in the Bankruptcy Court seeking, among other things, a declaratory judgment that EFIH is obligated to pay a make-whole premium in connection with the cash repayment of the EFIH First Lien Notes discussed in Note 8 and that such make-whole premium is an allowed secured claim, or in the alternative, an allowed secured or unsecured claim for breach of contract (EFIH First Lien Make-whole Claims). The indenture trustee has alleged that the EFIH First Lien Make-whole Claims are valued at approximately $432 million plus reimbursement of expenses. The indenture trustee also filed a motion in May 2014 asking the Bankruptcy Court to lift the automatic stay for cause in order to allow the trustee's notice purporting to rescind the automatic acceleration of the EFIH First Lien Notes to take effect. Following argument and briefing on cross motions for summary judgment, in March 2015, the Bankruptcy Court issued a ruling and order in favor of the EFIH Debtors on almost all issues, including denying the indenture trustee's motion for summary judgment in full and granting the EFIH Debtors summary judgment on all but the issue of whether to lift the automatic stay. In July 2015, the Bankruptcy Court issued a ruling and order in favor of the EFIH Debtors on the issue of whether to lift the automatic stay. The result of these two rulings is that the Bankruptcy Court has found that no make-whole premium is due with respect to the EFIH 10% First Lien Notes. In July 2015, the first lien indenture trustee appealed the Bankruptcy Court's ruling to the United States District Court for the District of Delaware. The EFIH Debtors intend to vigorously defend against this appeal. EFIH cannot predict the outcome of this appeal.

1820

~~Table~~In June 2014, the indenture trustee for the EFIH Second Lien Notes initiated litigation in the Bankruptcy Court seeking similar relief with respect to the EFIH Second Lien Notes, including among other things, that EFIH is obligated to pay a make-whole premium in connection with any repayment of ~~Contents~~the EFIH Second Lien Notes and that such make-whole premium would be an allowed secured claim, or in the alternative, an allowed secured or unsecured claim for breach of contract (the EFIH Second Lien Make-whole Claims). If, as of September 30, 2015, the EFIH Second Lien Make-whole Claims were allowed, the amount of such claims would have been approximately $455 million plus reimbursement of expenses. In December 2014, the EFIH Debtors filed counterclaims for relief against the Second Lien indenture trustee, seeking declaratory relief that, among other things, EFIH is not obligated to pay a make-whole premium in connection with any repayment of the EFIH Second Lien Notes and that such make-whole premium, if owing, would not constitute an allowed secured claim (EFIH Second Lien Counterclaims). As a result of EFIH's partial repayment of the EFIH Second Lien Notes, the indenture trustee for the EFIH Second Lien Notes amended its complaint in April 2015, and the EFIH Debtors filed an answer to such complaint in April 2015. In July 2015, the EFIH Debtors filed a motion for summary judgment in the adversary proceeding. In October 2015, the Bankruptcy Court issued a ruling and order in favor of the EFIH Debtors. The order and ruling found that no make-whole premium is due with respect to the EFIH Second Lien Notes.

In ~~June~~December 2014, the ~~indenture trustee for the~~ EFIH ~~Second~~Debtors ~~Lien Notes~~ initiated litigation inagainst the ~~Bankruptcy~~indenture ~~Court~~trustee ~~seeking~~for ~~similar relief with respect to~~ the EFIH ~~Second~~PIK ~~Lien~~ Notes seeking, ~~including~~ among other things, a declaratory judgment that EFIH is not obligated to pay a ~~make-whole~~redemption premium in connection with ~~any~~the cash repayment of the EFIH ~~Second~~PIK ~~Lien~~ Notes and that ~~such~~any ~~make~~post-~~whole~~petition ~~premium~~interest ~~would~~owing beon anthese ~~allowed~~notes ~~secured~~is ~~claim,~~to orbe inpaid at the ~~alternative~~statutory Federal Judgment Rate of interest. In June 2015, anthe ~~allowed~~Bankruptcy ~~secured~~Court orissued ~~unsecured~~an ~~claim~~opinion ~~for~~and ~~breach~~entered ofan ~~contract~~order (dismissing the EFIH ~~Second~~Debtors' ~~Lien~~adversary ~~Make-whole Claims)~~proceeding. InHowever, ~~the~~in ~~EFIH~~its ~~Second~~opinion, ~~Lien~~the ~~Make-whole~~Bankruptcy ~~Claims,~~Court asnoted ofthat ~~June 30,~~as ~~2015,~~an alternative the ~~amount~~EFIH ofDebtors ~~such~~may ~~claims~~file ~~alleged~~a ~~would~~claim ~~have~~objection ~~been~~to ~~equal~~the toEFIH ~~approximately~~PIK ~~$492~~noteholders' ~~million~~claims ~~plus~~made ~~reimbursement~~in ofthe ~~expenses~~Chapter 11 Cases. In ~~December~~July ~~2014~~2015, the EFIH Debtors filed ~~counterclaims~~a ~~for~~claim ~~relief~~objection ~~against~~with the ~~Second~~Bankruptcy ~~Lien~~Court ~~indenture~~regarding ~~trustee,~~the ~~seeking~~EFIH ~~declaratory~~PIK ~~relief~~noteholders' ~~that,~~claims ~~among~~for ~~other~~a ~~things,~~redemption ~~EFIH~~premium isand ~~not~~post-petition ~~obligated~~interest toat ~~pay~~the acontract ~~make-whole~~rate ~~premium~~under inthe ~~connection~~EFIH ~~with~~PIK ~~any~~Notes. In ~~repayment~~October 2015, the Bankruptcy Court issued opinions in favor of the EFIH ~~Second~~Debtors. One ~~Lien~~opinion ~~Notes~~found ~~and~~ that ~~such~~no make-whole premium, ifis ~~owing,~~due ~~would~~with ~~not~~respect ~~constitute~~to anthe ~~allowed~~EFIH ~~secured~~PIK ~~claim~~Notes. (The second opinion found that the EFIH ~~Second~~PIK ~~Lien~~noteholders' ~~Counterclaims). As~~allowed claim does not, as a ~~result~~matter of ~~EFIH's~~law, ~~partial~~include ~~repayment~~post-petition ofinterest whether at the ~~EFIH~~contract ~~Second~~rate ~~Lien~~or ~~Notes~~the Federal Judgment Rate. This opinion did find, ~~the~~however, ~~indenture~~that, ~~trustee~~in ~~for~~connection with the ~~EFIH~~confirmation ~~Second~~of ~~Lien~~a ~~Notes~~Plan ~~amended~~of ~~its~~Reorganization, ~~complaint~~the inBankruptcy ~~April~~Court ~~2015~~could, ~~and~~at its discretion, grant post-petition interest as part of the EFIH ~~Debtors~~PIK ~~filed~~noteholders' anallowed ~~answer~~claim tounder general principals of equity and that such ~~complaint~~grant incould ~~April~~be ~~2015. In~~at ~~July~~the ~~2015~~contract rate, the ~~EFIH~~Federal ~~Debtors~~Judgment ~~filed~~Rate aor ~~motion~~any ~~for~~other ~~summary~~amount ~~judgment~~that in the ~~adversary~~Bankruptcy ~~proceeding. The~~Court ~~parties~~determines to ~~the~~be ~~adversary~~equitable. ~~proceeding~~EFIH ~~expect~~cannot ~~that~~predict whether the Bankruptcy Court will ~~hear~~decide ~~argument~~to ~~regarding~~grant post-petition interest to the ~~summary~~EFIH ~~judgment~~PIK ~~motion~~noteholders inas ~~September~~part ~~2015. The~~of ~~EFIH~~their ~~Debtors~~allowed ~~intend~~claim toin ~~vigorously~~connection ~~defend~~with ~~against~~the confirmation of the ~~indenture~~Plan ~~trustee's~~of ~~claims~~Reorganization.

In December 2014, the EFIH Debtors initiated litigation against the indenture trustee for the EFIH PIK Notes seeking, among other things, a declaratory judgment that EFIH is not obligated to pay a redemption premium in connection with the cash repayment of the EFIH PIK Notes and that any post-petition interest owing on these notes is to be paid at the statutory Federal Judgment Rate of interest. The indenture trustee for the EFIH PIK Notes filed a motion in February 2015 to dismiss the EFIH Debtors' complaint for declaratory relief, and the EFIH Debtors filed a brief in opposition to that motion in February 2015. If a redemption claim was allowed, as of June 30, 2015, such claims would be approximately $106 million. In June 2015, the Bankruptcy Court issued an opinion and entered an order dismissing the EFIH Debtors' adversary proceeding. However, in its opinion, the Bankruptcy Court noted that as an alternative the EFIH Debtors may file a claim objection to the EFIH PIK noteholders' claims made in the Chapter 11 Cases. In July 2015, the EFIH Debtors filed a claim objection with the Bankruptcy Court regarding the EFIH PIK noteholders' claims for a redemption premium and post-petition interest at the contract rate under the EFIH PIK Notes. The EFIH Debtors intend to vigorously defend this against the EFIH PIK noteholders' claims.

In addition, creditors may make additional claims in the Chapter 11 Cases for make-whole or redemption premiums in connection with repayments or settlement of other pre-petition debt. These claims could be material. There can be no assurance regarding the outcome of any of the litigation regarding the validity or, if deemed valid, the amount of these make-whole or redemption claims.

Potential Inter/Intra Debtor Claims — In August 2014, the Bankruptcy Court entered an order in the Chapter 11 Cases establishing discovery procedures governing, among other things, certain prepetition transactions among the various Debtors' estates. In February 2015, the ad hoc group of TCEH unsecured creditors; the official committee representing unsecured interests at EFCH and its direct subsidiary, TCEH; and the official committee representing unsecured interests at EFH and EFIH filed motions with the Bankruptcy Court seeking standing to prosecute derivative claims on behalf of TCEH relating to certain of these prepetition transactions. ~~These~~The ~~motions~~claims ~~are~~asserted ~~currently~~by ~~scheduled to be heard on August 11, 2015. In addition to~~ the ~~claims~~ad ~~described~~hoc ~~above,~~group ~~certain~~ of ~~the~~TCEH ~~Debtors~~unsecured ~~(or~~ creditors ~~purporting~~and tothe ~~act~~official ~~derivatively~~committee inrepresenting ~~the~~unsecured ~~name~~interests ofat aEFCH ~~Debtor)~~and ~~may~~its ~~bring~~direct ~~inter-Debtor~~subsidiary, orTCEH, ~~intra-Debtor~~are ~~claims~~subject ~~(including~~to ~~claims under~~ the ~~Federal~~Settlement ~~and State Income Tax Allocation~~ Agreement ~~among EFH Corp.~~ and ~~certain~~the ofPlan ~~its~~Support ~~subsidiaries~~Agreement, ~~under~~to which ~~TCEH~~both ~~and~~groups ~~EFH~~are ~~Corp~~party. The ~~have~~Bankruptcy ~~previously~~Court ~~filed~~entered ~~claims~~an order in ~~the~~September ~~Chapter~~2015 ~~11 Cases~~(a) ~~that~~adjourning ~~could~~the bemotions ~~material~~filed inby ~~amount. Certain~~the ofad ~~these~~hoc ~~creditors~~group ~~provided~~of ~~confidential~~TCEH ~~disclosures~~unsecured tocreditors ~~the~~and ~~Debtors in April 2015 regarding~~ the ~~material~~official ~~claims~~committee orrepresenting ~~causes~~unsecured ofinterests ~~action~~at ~~for~~EFCH ~~which~~and ~~they~~its ~~may~~direct ~~seek~~subsidiary, ~~standing~~TCEH, topending ~~prosecute. EFIH~~further isorder ~~currently~~of ~~evaluating~~the ~~these~~Bankruptcy ~~disclosures. Creditors~~Court ~~who~~and ~~wish~~subject to ~~seek~~the ~~derivative~~terms ~~standing~~of tothe ~~prosecute~~Plan ~~claims~~Support onAgreement ~~behalf~~and of(b) aadjourning ~~Debtor~~the ~~relating~~motion tofiled ~~pre-petition transactions addressed~~ by the ~~discovery~~official ~~protocol~~committee ~~governing~~representing ~~the~~unsecured ~~Debtors'~~interests ~~Chapter~~at 11EFH ~~Cases~~and ~~are~~EFIH ~~currently~~(who ~~required~~is tonot ~~file~~party ~~motions~~to ~~seeking~~the ~~standing~~Settlement ~~fifteen~~Agreement ~~days~~or ~~after~~the ~~approval~~Plan ofSupport aAgreement) ~~disclosure~~to ~~statement~~January 2016.

The Settlement Agreement is anticipated to be heard in connection with the hearing to consider confirmation of the Plan of Reorganization. EFIH cannot predict the timing or outcome of future proceedings, if any, related to these transactions. The outcome of any of these claims could be material and could affect the results of operations, liquidity or financial condition of a particular Debtor.

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~~Table~~Adversary Complaint against Texas Transmission — In October 2015, as contemplated by the Merger and Purchase Agreement, EFH Corp. filed with the Bankruptcy Court an adversary complaint against Texas Transmission seeking a judgment from the Bankruptcy Court ordering Texas Transmission to comply with its obligation under the Investor Rights Agreement in connection with the transactions contemplated by the Merger and Purchase Agreement, including (a) in connection with the closing of ~~Contents~~the merger, selling its interests in Oncor to the Investor Group at the same price that the Investor Group has agreed to purchase EFH Corp equity under the Merger and Purchase Agreement and (b) cooperating with Oncor and EFH Corp. in implementing the IPO Conversion Plan contemplated by the Merger and Purchase Agreement in order to effectuate the REIT.


11.	MEMBERSHIP INTERESTS

Cash Distributions

No cash distributions were made in the three or ~~six~~nine months ended ~~June~~September 30, 2015.

Distribution Restrictions

The agreement governing the EFIH DIP Facility generally restricts EFIH's ability to make distributions or loans to any of its parent companies or their subsidiaries unless such distributions or loans are expressly permitted under the agreement governing such facility.

Under applicable law, EFIH is prohibited from paying any dividend to the extent that immediately following payment of such dividend, there would be no statutory surplus or EFIH would be insolvent. In addition, due to the Chapter 11 Cases, no dividends are eligible to be paid without the approval of the Bankruptcy Court.

Affiliate Debt Held by EFIH

As a result of debt exchanges in 2009 through 2013, EFIH holds debt securities of EFH Corp. and TCEH. In December 2012, management determined that some or all of these securities may be returned as dividends to EFH Corp.; accordingly, the balances were reclassified at that time from investment in debt of affiliates and reported as a reduction of membership interests. As a result of the Bankruptcy Filing, EFIH does not expect to receive interest payments on affiliate debt securities it holds.

The principal amounts, coupon rates, maturities and carrying value of debt of affiliates held at both ~~June~~September 30, 2015 and December 31, 2014 are as follows:



	Principal Amount		Carrying Value
EFH Corp. 5.55% Fixed Senior Notes Series P due November 15, 2014	$	281	$	185
EFH Corp. 6.50% Fixed Senior Notes Series Q due November 15, 2024	545		249
EFH Corp. 6.55% Fixed Senior Notes Series R due November 15, 2034	456		194
TCEH 10.25% Fixed Senior Notes due November 1, 2015 (both periods include $48 million principal amount of Series B Notes)	79		7
Balance reported as reduction in membership interests	$	1,361	$	635

The indentures governing the EFIH Notes do not limit EFIH's ability to distribute the EFH Corp. debt securities that it holds to EFH Corp. so long as it received such securities in exchange for the issuance of EFIH debt, which applies to all the EFH Corp. debt EFIH currently holds.

Membership Interests

The following table presents the changes (all after tax) to membership interests for the ~~six~~nine months ended ~~June~~September 30, 2015:

	Capital Accounts			Affiliate Debt Held by EFIH			Accumulated Other Comprehensive Income (Loss)			Total Membership Interests
Balance at December 31, 2014	$	(1,482	)	$	(635	)	$	(86	)	$	(2,203	)
Net income	(~~279~~234		)	—			—			(~~279~~234		)
Effect of debt push-down from EFH Corp.	1116			—			—			1116
Net effects related to Oncor	—			—			1			1
Income tax adjustment related to AMT utilization	3			—			—			3
Balance at June 30, 2015	$	(1,750	)	$	(635	)	$	(85	)	$	(2,470	)
Net effects related to Oncor	—			—			2			2
Balance at September 30, 2015	$	(1,697	)	$	(635	)	$	(84	)	$	(2,416	)

20The following table presents the changes to membership interests for the nine months ended September 30, 2014:

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	Capital Accounts			Affiliate Debt Held by EFIH			Accumulated Other Comprehensive Income (Loss)			Total Membership Interests
Balance at December 31, 2013	$	(1,148	)	$	(635	)	$	(39	)	$	(1,822	)
Net income	(357		)	—			—			(357		)
Effect of debt push-down from EFH Corp.	16			—			—			16
Balance at September 30, 2014	$	(1,489	)	$	(635	)	$	(39	)	$	(2,163	)

The following table presents the changes to membership interests for the six months ended June 30, 2014:

	Capital Accounts			Affiliate Debt Held by EFIH			Accumulated Other Comprehensive Income (Loss)			Total Membership Interests
Balance at December 31, 2013	$	(1,148	)	$	(635	)	$	(39	)	$	(1,822	)
Net income	(426		)	—			—			(426		)
Effect of debt push-down from EFH Corp.	11			—			—			11
Net effects related to Oncor	—			—			1			1
Balance at June 30, 2014	$	(1,563	)	$	(635	)	$	(38	)	$	(2,236	)

Accumulated Other Comprehensive Income (Loss)

The following table presents the changes to accumulated other comprehensive income (loss) for the ~~six~~nine months ended ~~June~~September 30, 2015. There was no other comprehensive income (loss) before reclassification for the period.

	Dedesignated Cash Flow Hedges - Oncor			Pension and Other Postretirement Employee Benefit Liabilities Adjustments - Oncor			Total Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2014	$	(19	)	$	(67	)	$	(86	)
Amounts reclassified from accumulated other comprehensive income (loss) and reported in:
Equity in earnings (losses) of unconsolidated subsidiaries	12			—			12
Total amount reclassified from accumulated other comprehensive income (loss) during the period	12			—			12
Balance at June 30, 2015	$	(18	)	$	(67	)	$	(85	)
Balance at September 30, 2015	$	(17	)	$	(67	)	$	(84	)

~~The~~There ~~following~~were ~~table~~no ~~presents~~material ~~the~~ changes to accumulated other comprehensive income (loss) ~~for~~in the ~~six~~nine months ended ~~June~~September 30, 2014. ~~There was no other comprehensive income (loss) before reclassification for the period.~~

	Dedesignated Cash Flow Hedges - Oncor			Pension and Other Postretirement Employee Benefit Liabilities Adjustments - Oncor			Total Accumulated Other Comprehensive Income (Loss)
Balance at December 31, 2013	$	(21	)	$	(18	)	$	(39	)
Amounts reclassified from accumulated other comprehensive income (loss) and reported in:
Equity in earnings (losses) of unconsolidated subsidiaries	1			—			1
Total amount reclassified from accumulated other comprehensive income (loss) during the period	1			—			1
Balance at June 30, 2014	$	(20	)	$	(18	)	$	(38	)

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12.	RELATED–PARTY TRANSACTIONS

The following represent EFIH's significant related-party transactions. Also see Note 11 for a discussion of EFH Corp. and TCEH debt securities held by EFIH.

• EFH Corp. allocates expense to EFIH for management fees owed by EFH Corp. to the Sponsor Group. This expense, which is reported in SG&A expenses, totaled zero for both the three and ~~six~~nine months ended ~~June~~September 30, 2015, and $10 million and $3 million for the three and ~~six~~nine months ended ~~June~~September 30, 2014, respectively. Beginning with the quarterly management fee due December 31, 2013, the Sponsor Group, while reserving the right to receive the fees, directed EFH Corp. to suspend payments of the management fees for an indefinite period. Accordingly, EFIH did not reimburse EFH Corp. for the allocated management fees. Effective with the Petition Date, EFH Corp. suspended allocations of such fees to EFIH. Fees accrued as of the Petition Date have been reclassified to liabilities subject to compromise (LSTC). Pursuant to the Settlement Agreement and the Plan of Reorganization discussed in Note 2, as of the effective date of the Plan of Reorganization, (a) the Sponsor Group has agreed to forego any and all claims under the management agreement in exchange for releases of liability against the causes of actions brought forth by various creditor groups and (b) EFH Corp. has proposed to reject the management agreement pursuant to the Bankruptcy Code.

In addition to amounts incurred directly by EFIH, a subsidiary of EFH Corp. allocated costs to EFIH for legal and other consulting services associated with EFIH's debt restructuring activities prior to the Petition Date, and EFIH reimbursed the subsidiary for the allocated costs on a monthly basis. The allocated expense, which was reported in SG&A for the three and ~~six~~nine months ended ~~June~~ September 30, 2014 totaled $10 million and $4 million, respectively. Beginning at the Petition Date, legal and other consulting services associated with EFIH's Chapter 11 Cases were directly billed to EFIH and are reported in reorganization items.

A subsidiary of EFH Corp. bills EFIH for administrative services such as accounting and finance at cost, and EFIH reimburses the subsidiary for the allocated costs on a monthly basis. This expense, which is reported in SG&A expenses, totaled $1 million ~~for~~and ~~both~~$2 million for the three months ended ~~June~~September 30, 2015 and 2014 and $24 million and $13 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively.

• EFH Corp. files consolidated federal income tax and Texas state margin tax returns, and under a Federal and State Income Tax Allocation Agreement, allocates income taxes to EFIH substantially as if it were filing its own corporate income tax returns. At ~~June~~September 30, 2015 and December 31, 2014, EFIH had current income tax receivables from EFH Corp. totaling $~~135~~221 million and $125 million, respectively, both of which were fully reserved (see Note 4). EFIH made no income tax payments to EFH Corp. for both the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014. EFIH received no income tax refunds from EFH Corp. for both the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014. See discussion below in this Note regarding allocation of income tax liabilities to Oncor Holdings and Oncor under the Federal and State Income Tax Allocation Agreement.


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

See Note 9 regarding guarantees and push-down of certain EFH Corp. pre-petition debt and Note 11 regarding distributions to, and contributions from, EFH Corp.

Significant related-party transactions between Oncor Holdings (including its consolidated subsidiary Oncor) and EFH Corp., other affiliates of EFH Corp. and the Sponsor Group are as follows:

• Oncor receives payments from subsidiaries of TCEH for services it provides, principally the delivery of electricity. Revenues recorded by Oncor for these services totaled $~~224~~279 million and $~~225~~281 million for the three months ended ~~June~~September 30, 2015 and 2014, respectively, and $~~460~~739 million and $~~465~~746 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. The fees are based on rates regulated by the PUCT that apply to all REPs. These revenues from subsidiaries of TCEH represented 2425% and 2526% of Oncor Holdings' operating revenues for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. Oncor Holdings' condensed consolidated balance sheets at ~~June~~September 30, 2015 and December 31, 2014 reflect current receivables from affiliates totaling $~~138~~156 million and $118 million, respectively, consisting almost entirely of trade receivables from subsidiaries of TCEH related to these electricity delivery fees.

• Oncor pays EFH Corp. subsidiaries for financial and other administrative services and shared facilities at cost. Such amounts increased Oncor's reported operation and maintenance expense by $5 million and $7 million for the three months ended June 30, 2015 and 2014, respectively, and $10 million and $16 million for the six months ended June 30, 2015 and 2014, respectively.24

22• Oncor pays EFH Corp. subsidiaries for financial and other administrative services and shared facilities at cost. Such amounts increased Oncor's reported operation and maintenance expense by $6 million and $8 million for the three months ended September 30, 2015 and 2014, respectively, and $16 million and $23 million for the nine months ended September 30, 2015 and 2014, respectively.

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• Under Texas regulatory provisions, the trust fund for decommissioning the Comanche Peak nuclear generation facility (reported on TCEH's condensed consolidated balance sheets) is funded by a delivery fee surcharge billed to REPs by Oncor, as collection agent, and remitted monthly to TCEH. The delivery fee surcharges remitted to TCEH totaled $4 million for both the three months ended June 30, 2015 and 2014 and $8 million for both the six months ended June 30, 2015 and 2014.

•

EFH Corp. files a consolidated federal income tax return that includes Oncor Holdings' results. Oncor is not a member of EFH Corp.'s consolidated tax group, but EFH Corp.'s consolidated federal income tax return includes EFH Corp.'s portion of Oncor's results due to EFH Corp.'s equity ownership in Oncor. EFH Corp. also files a consolidated Texas state margin tax return that includes all of Oncor Holdings' and Oncor's results. However, under a Federal and State Income Tax Allocation Agreement, Oncor Holdings' and Oncor's federal income tax and Texas margin tax expense and related balance sheet amounts, including EFH Corp.'s income taxes receivable from or payable to Oncor Holdings and Oncor, are recorded as if Oncor Holdings and Oncor file their own corporate income tax returns.

At ~~June~~September 30, 2015, Oncor Holdings had a net current ~~receivable~~payable ~~from~~to EFH Corp. related to federal and state income taxes totaling $1031 million, $1129 million of which related to Oncor. The $1129 million net ~~receivable~~payable ~~from~~to EFH Corp. included a $2315 million federal income tax ~~receivable~~payable ~~offset~~and by a $1214 million state margin tax payable. Additionally, at ~~June~~September 30, 2015 Oncor had a noncurrent tax receivable from EFH Corp. of $65 million and a noncurrent tax payable to Oncor Holdings of $2 million. At December 31, 2014, Oncor Holdings' net current receivable from EFH Corp. totaled $120 million, all of which related to Oncor. The $120 million net receivable from EFH Corp. included a $144 million federal income tax receivable offset by a $24 million state margin tax payable. Additionally, at December 31, 2014 Oncor had a noncurrent tax receivable from EFH Corp. of $64 million.

For the ~~six~~nine months ended ~~June~~September 30, 2015, Oncor Holdings and Oncor made income tax payments to EFH Corp totaling $1220 million and $2263 million, respectively. For the ~~six~~nine months ended ~~June~~September 30, 2014, Oncor Holdings and Oncor made income tax payments to EFH Corp totaling $1217 million and $~~135~~163 million, respectively.

• Oncor has requirements in place to assure adequate creditworthiness of any REP to support the REP's obligation to collect securitization bond-related (transition) charges on behalf of Oncor Electric Delivery Transition Bond Company LLC. Under these requirements, and 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 both June 30, 2015 and December 31, 2014, TCEH had posted letters of credit and/or cash in the amount of $9 million for the benefit of Oncor.

•

Oncor has participated in plans sponsored by EFH Corp. that provide pension, health care and other retiree benefits. Accordingly, Oncor Holdings' consolidated financial statements have reflected allocations to Oncor of amounts related to these retiree benefit plans. In accordance with an agreement between EFH Corp. and Oncor, Oncor ceased participation in EFH Corp.'s OPEB plan effective July 1, 2014 and established its own OPEB plan for Oncor's eligible existing and future retirees and their dependents. Additionally, the Oncor plan participants include those former participants in the EFH Corp. OPEB plan whose employment included service with both Oncor (or a predecessor regulated electricity business) and EFH Corp.'s competitive businesses (split service participants). Under the agreement, EFH Corp. will retain the liability for split service participants' benefits related to their years of service with the competitive business. The methodology for OPEB cost allocations between EFH Corp. and Oncor has not changed, and the plan separation does not materially affect the net assets or cash flows of EFIH.

•

Until June 30, 2014, Oncor employees participated in a health and welfare benefit program offered by EFH Corp. In connection with Oncor establishing its own health and welfare benefits program, Oncor agreed to pay EFH Corp. $1 million to reimburse EFH Corp. for its increased costs of providing benefits under the EFH Corp. program as a result of Oncor's withdrawal and to compensate EFH Corp. for the administrative work related to the transition. This amount was paid in June 2014.

Oncor's retained liability under the Employee Retirement Income Security Act of 1974 (ERISA) relates to the nonrecoverable portion of the unfunded obligation of EFH Corp.'s pension plan. In the first quarter of 2014, a cash contribution totaling $84 million was made to the EFH Corp. retirement plan, of which $64 million was contributed by Oncor and $20 million was contributed by TCEH, which resulted in the EFH Corp. retirement plan being fully funded as calculated under the provisions of ERISA.

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•

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.


13.	SUPPLEMENTARY FINANCIAL INFORMATION

Fair Value of Debt

	June 30, 2015				December 31, 2014
	September 30, 2015				December 31, 2014
Debt:	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Borrowings under debtor-in-possession credit facilities (Note 8)	$	5,400	$	5,~~400~~393	$	5,400	$	5,400
Pre-petition notes, loans and other debt reported as liabilities subject to compromise (Note 9) (a)	3,431		3,~~790~~545		3,876		4,336

____________


(a)	Carrying amount excludes deferred debt issuance and extension costs.

EFIH determines fair value in accordance with accounting standards, and at ~~June~~September 30, 2015, EFIH's fair value for debt and liabilities subject to compromise represent Level 2 valuations. EFIH obtains security pricing from an independent party 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.

Supplemental Cash Flow Information

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2015		2014
Cash payments related to:
Interest on EFIH debt	$	~~406~~464	$	~~252~~316
Reorganization items (a)	6380		1719
Noncash investing and financing activities:
Debt exchange transactions (b)	—		(85		)
Income tax adjustment related to AMT utilization (c)	3		—

____________


(a)	Represents cash payments for legal and other consulting services.

(b) For the ~~six~~nine months ended ~~June~~September 30, 2014, represents $1.836 billion principal amount of loans issued under the EFIH DIP Facility in excess of ~~the~~ $1.673 billion principal amount of EFIH First Lien Notes exchanged and $78 million of related accrued interest (see Note 8).

24(c) Represents a reduction to EFIH's investment in Oncor Holdings due to an income tax adjustment related to alternative minimum tax (AMT) utilization by Oncor.

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

The following discussion and analysis of EFIH's financial condition and results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 should be read in conjunction with its condensed consolidated financial statements and the notes to those statements. Comparisons of year-over-year results are impacted by the effects of the Bankruptcy Filing and the application of Financial Accounting Standards Board Accounting Standards Codification (ASC) 852, Reorganizations.

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

Business

EFIH, a direct, wholly owned subsidiary of EFH Corp., is a Dallas, Texas-based holding company whose wholly owned subsidiary, Oncor Holdings, holds a majority interest (approximately 80%) in Oncor. Oncor is a regulated electricity transmission and distribution company principally engaged in providing delivery services to REPs, including subsidiaries of TCEH, that sell electricity to residential, business and other consumers in Texas. Revenues from services provided to TCEH represented 2425% and 2526% of Oncor's total reported consolidated revenues for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. EFIH has no reportable business segments. See Notes 1 and 3 to the Financial Statements for a discussion of the reporting of EFIH's investment in Oncor Holdings as an equity method investment and a description of the ring-fencing measures implemented with respect to Oncor Holdings and Oncor. These measures were put in place to further enhance Oncor's credit quality and mitigate Oncor's and Oncor Holdings' 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. Consistent with these ring-fencing measures, the assets and liabilities of the Oncor Ring-Fenced Entities have not been, and are not expected to be, substantively consolidated with the assets and liabilities of the Debtors in the Chapter 11 Cases.

Significant Activities and Events and Items Influencing Future Performance

Filing under Chapter 11 of the United States Bankruptcy Code — On April 29, 2014 (the Petition Date), EFH Corp. and the substantial majority of its direct and indirect subsidiaries, including EFIH, EFCH and TCEH but excluding the Oncor Ring-Fenced Entities, (the Debtors) filed voluntary petitions for relief (the Bankruptcy Filing) under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). During the pendency of the Bankruptcy Filing (the Chapter 11 Cases), the Debtors will operate their businesses as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code.

For additional discussion of the Bankruptcy Filing and its effects, see Note 2 to the Financial Statements. ~~See Note 8 to the Financial Statements for discussion of the DIP Facilities.~~

Proposed ~~Restructuring~~ Plan of Reorganization and Confirmation Hearing — In ~~July~~September 2015, the Debtors filed the Plan of Reorganization and Disclosure Statement with the Bankruptcy Court. In October 2015, the Debtors filed the Plan Supplement. In August 2015, the Bankruptcy Court issued an order establishing November 3, 2015 as the date for the commencement of the hearing to confirm the Plan of Reorganization (the Confirmation Hearing Commencement Date). For additional discussion see Note 2 to the Financial Statements.

Proposed Sale of EFIH's Indirect Economic Ownership Interest in Oncor — In January 2015, the Bankruptcy Court approved the Debtors' bidding procedures motion that sets forth the process by which the Debtors are authorized to solicit proposals (i.e., bids) from third parties to acquire (in any form and employing any structure, whether taxable (in whole or in part) or tax-free) EFH Corp.'s indirect economic ownership interest in Oncor in accordance with the Bankruptcy Code. These bidding procedures contemplated that the Debtors select a stalking horse bid after a two-stage closed bidding process, and, after approval by the Bankruptcy Court of such stalking horse bid, the Debtors conduct a round of open bidding culminating in an auction intended to obtain a higher or otherwise best bid for a transaction. Initial bids were received in early March 2015 and second round bids were received in April 2015. Following receipt and negotiation of second round bids, the Debtors elected not to select a stalking horse bid. The Debtors continue to engage in discussions with various interested parties regarding the formal auction process as well as potential transactions in the context of modifications to, or alternatives to, the Plan of Reorganization. Certain of the potential transactions the Debtors are discussing with certain creditor constituencies would involve converting Oncor into a real estate investment trust (a REIT).

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Repayment of EFIH Second Lien Notes — In March 2015, with the approval of the Bankruptcy Court, EFIH used some of its cash to repay (Repayment) $735 million, including interest at contractual rates, in amounts outstanding under EFIH's pre-petition 11.00% Fixed Senior Secured Second Lien Notes due October 1, 2021 (11.00% Notes) and 11.75% Fixed Senior Secured Second Lien Notes due March 1, 2022 (11.75% Notes) and $15 million in certain fees and expenses of the trustee for such notes. The Repayment resulted in an $84 million reduction in the principal amount of the 11.00% Notes, a $361 million reduction in the principal amount of the 11.75% Notes and the payment of $235 million and $55 million of accrued and unpaid post-petition and pre-petition interest, respectively, at contractual rates. The Repayment required the requisite consent of the lenders under EFIH's DIP Facility. EFIH received such consent from approximately 97% of the lenders under the EFIH DIP Facility and paid an aggregate consent fee equal to approximately $13 million. As a result of the Repayment, as of the date hereof, the principal amount outstanding on the 11.00% Notes and 11.75% Notes are $322 million and $1.389 billion, respectively.

Credit Risk Exposure to EFH Corp. and its Subsidiaries — 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.

Oncor Matters with the PUCT — 2008 Rate Review Filing (PUCT Docket No. 35717) — In August 2009, the PUCT issued a final order with respect to Oncor's June 2008 rate review filing with the PUCT and 204 cities based on a test year ended December 31, 2007, and new rates were implemented in September 2009. Oncor and four other parties appealed various portions of the rate review final order to a state district court. In January 2011, the district court signed its judgment reversing the PUCT with respect to two issues: the PUCT's disallowance of certain franchise fees and the PUCT's decision that the Texas Public Utility Regulatory Act no longer requires imposition of a rate discount for state colleges and universities. Oncor filed an appeal with the Texas Third Court of Appeals (Austin Court of Appeals) in February 2011 with respect to the issues it appealed to the district court and did not prevail upon, as well as the district court's decision to reverse the PUCT with respect to discounts for state colleges and universities. In August 2014, the Austin Court of Appeals reversed the district court and affirmed the PUCT with respect to the PUCT's disallowance of certain franchise fees and the PUCT's decision that PURA no longer requires imposition of a rate discount for state colleges and universities. The Austin Court of Appeals also reversed the PUCT and district court's rejection of a proposed consolidated tax savings adjustment arising out of EFH Corp.'s ability to offset Oncor's taxable income against losses from other investments and remanded the issue to the PUCT to determine the amount of the consolidated tax savings adjustment. Oncor filed a motion on rehearing with the Austin Court of Appeals with respect to certain appeal issues on which Oncor was not successful, including the consolidated tax savings adjustment. In December 2014, the Austin Court of Appeals issued its opinion, clarifying that it was rendering judgment on the rate discount for state colleges and universities issue (affirming that PURA no longer requires imposition of the rate discount) rather than remanding it to the PUCT, and dismissing the motions for rehearing regarding the franchise fee issue and the consolidated tax savings adjustment. Oncor filed a petition for review with the Texas Supreme Court in February 2015. At the request of the court the parties filed responses to the petitions for review in June 2015. Oncor filed a reply brief on July 30, 2015, the deadline for all parties to file replies. There is no deadline for the court to act. If Oncor's appeals efforts are unsuccessful and the proposed consolidated tax savings adjustment is implemented, Oncor estimates that on remand the impact on earnings of the consolidated tax savings adjustment's value could range from zero, as originally determined by the PUCT in Docket No. 35717, to an approximate $130 million loss (after-tax). Oncor does not believe that any of the other issues ruled upon by the Austin Court of Appeals would result in a material impact to its results of operations or financial condition.

Transmission Cost Recovery and Rates (PUCT Docket Nos. 44771 and 43858) — In order to reflect increases or decreases in its wholesale transmission costs, including fees it pays to other transmission service providers, PUCT rules allow Oncor to update the transmission cost recovery factor (TCRF) component of its retail delivery rates charged to REPs on March 1 and September 1 each year. In May 2015, Oncor filed an application to update the TCRF, which will become effective September 1, 2015. This application was designed to increase Oncor's billings for the period from September 2015 through February 2016 by $47 million. In December 2014, Oncor filed an application to update the TCRF, which became effective March 1, 2015. This application was designed to reduce Oncor's billings for the period from March 2015 through August 2015 by $27 million.

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Transmission Interim Rate Update Applications (PUCT Docket Nos. 44968 and 44363) — 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. TCOS revenues are collected from load serving entities benefiting from Oncor's transmission system. REPs serving customers in Oncor's service territory are billed through the TCRF mechanism discussed above while other load serving entities are billed directly. In July 2015, Oncor filed an application for an interim update of its TCOS rate. Oncor anticipates PUCT approval of the new rate in September 2015. Oncor's annualized revenues are expected to increase by an estimated $21 million with approximately $14 million of this increase recoverable through transmission costs charged to wholesale customers and $7 million recoverable from REPs through the TCRF component of Oncor's delivery rates. In January 2015, 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 2015. Oncor's expected annualized revenues increased by an estimated $35 million with approximately $23 million of this increase recoverable through transmission costs charged to wholesale customers and $12 million recoverable from REPs through the TCRF component of Oncor's delivery rates.

Application for 2016 Energy Efficiency Cost Recovery Factor Surcharge (PUCT Docket No. 44784) — In June 2015, Oncor filed an application with the PUCT to request approval of the energy efficiency cost recovery factor (EECRF) for 2016. PUCT rules require Oncor to make an annual EECRF filing by the first business day in June in each year for implementation on March 1 of the next calendar year. The requested 2016 EECRF was $67 million as compared to $68 million established for 2015, and would result in an average monthly charge for residential customers of $1.19 as compared to the 2015 average monthly residential charge of $1.23 per month. Average monthly charges are for a residential customer using 1,200 kilowatt-hours. The 2016 EECRF is designed to recover $61 million of Oncor's costs for the 2016 program year, a $10 million performance bonus based on Oncor's 2014 results and a $4 million decrease for over-recovery of 2014 costs.

~~Table~~Credit ofRisk ~~Contents~~Exposure to EFH Corp. and its Subsidiaries — 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.

~~RESULTS~~Oncor OFMatters ~~OPERATIONS~~with the PUCT — Change in Control Review (PUCT Docket No. 45188) — In connection with the EFH Acquisition contemplated by the Plan of Reorganization, in September 2015 Oncor and the Purchasers in the proposed EFH Acquisition filed a joint report and application for regulatory approvals pursuant to the Texas Public Utility Regulation Act. See Note 2 for further discussion regarding the EFH Acquisition and the Plan of Reorganization.

~~Financial~~2008 ~~Results~~Rate Review Filing (PUCT Docket No. 35717) — ~~Three~~In ~~Months~~August ~~Ended~~2009, the PUCT issued a final order with respect to Oncor's June 30 2008 rate review filing with the PUCT and 204 cities based on a test year ended December 31, 2007, and new rates were implemented in September 2009. Oncor and four other parties appealed various portions of the rate review final order to a state district court. In January 2011, the district court signed its judgment reversing the PUCT with respect to two issues: the PUCT's disallowance of certain franchise fees and the PUCT's decision that the Texas Public Utility Regulatory Act no longer requires imposition of a rate discount for state colleges and universities. Oncor filed an appeal with the Texas Third Court of Appeals (Austin Court of Appeals) in February 2011 with respect to the issues it appealed to the district court and did not prevail upon, as well as the district court's decision to reverse the PUCT with respect to discounts for state colleges and universities. In August 2014, the Austin Court of Appeals reversed the district court and affirmed the PUCT with respect to the PUCT's disallowance of certain franchise fees and the PUCT's decision that PURA no longer requires imposition of a rate discount for state colleges and universities. The Austin Court of Appeals also reversed the PUCT and district court's rejection of a proposed consolidated tax savings adjustment arising out of EFH Corp.'s ability to offset Oncor's taxable income against losses from other investments and remanded the issue to the PUCT to determine the amount of the consolidated tax savings adjustment. Oncor filed a motion on rehearing with the Austin Court of Appeals with respect to certain appeal issues on which Oncor was not successful, including the consolidated tax savings adjustment. In December 2014, the Austin Court of Appeals issued its opinion, clarifying that it was rendering judgment on the rate discount for state colleges and universities issue (affirming that PURA no longer requires imposition of the rate discount) rather than remanding it to the PUCT, and dismissing the motions for rehearing regarding the franchise fee issue and the consolidated tax savings adjustment. Oncor filed a petition for review with the Texas Supreme Court in February 2015. At ~~Compared~~the request of the court the parties filed responses to ~~Three~~the ~~Months~~petitions ~~Ended~~for review and replies in June 30 and July 2015, ~~2014~~respectively. The Texas Supreme Court subsequently requested full briefing on the merits, with the briefing period ending on December 9, 2015. There is no deadline for the court to act. If Oncor's appeals efforts are unsuccessful and the proposed consolidated tax savings adjustment is implemented, Oncor estimates that on remand the impact on earnings of the consolidated tax savings adjustment's value could range from zero, as originally determined by the PUCT in Docket No. 35717, to an approximate $130 million loss (after-tax). Oncor does not believe that any of the other issues ruled upon by the Austin Court of Appeals would result in a material impact to its results of operations or financial condition.

~~Selling,~~Transmission ~~general,~~Cost Recovery and ~~administrative~~Rates ~~expenses~~(PUCT ~~decreased~~Docket $7Nos. ~~million~~44771 toand $143858) ~~million~~— inIn ~~2015. The~~order ~~2014~~to ~~amount~~reflect ~~includes~~increases $6or ~~million~~decreases ~~for~~in ~~legal~~its ~~and~~wholesale ~~other~~transmission ~~consulting~~costs, ~~services~~including ~~associated~~fees ~~with~~it ~~EFIH's~~pays ~~debt~~to ~~restructuring~~other ~~activities,~~transmission ofservice ~~which~~providers, $1PUCT ~~million~~rules ~~was~~allow ~~allocated~~Oncor byto ~~EFH~~update ~~Corp. The~~the ~~2014~~transmission ~~amount~~cost ~~also~~recovery ~~includes~~factor $1(TCRF) ~~million~~component inof ~~allocated~~its ~~management~~retail ~~fees~~delivery ~~owed~~rates charged to ~~the~~REPs ~~Sponsor~~on ~~Group~~March by1 ~~EFH Corp.~~ and $September 1 ~~million~~each ~~in other allocated shared services costs~~year. ~~The~~In ~~decrease~~May is2015, ~~the~~Oncor ~~result~~filed ofan ~~legal~~application ~~and~~to ~~other~~update ~~professional costs associated with~~ the ~~Chapter~~TCRF, 11which ~~Cases~~became ~~since~~effective ~~the~~September ~~Petition~~1, ~~Date~~2015. This ~~now~~application ~~being~~was ~~reported~~designed into ~~reorganization~~increase ~~items in EFIH~~Oncor's ~~condensed~~billings ~~statements~~for ofthe ~~consolidated~~period ~~income~~from ~~(loss)~~September ~~(see~~2015 ~~Note~~through 7February to2016 ~~the~~by ~~Financial~~$47 ~~Statements)~~million. ~~Payments~~In ofDecember ~~Sponsor~~2014, ~~Group~~Oncor ~~management~~filed ~~fees~~an ~~and~~application ~~associated~~to ~~cost~~update ~~allocations~~the ~~were~~TCRF, ~~also~~which ~~suspended~~became ineffective ~~2014~~March 1, 2015. ~~See~~This ~~Note~~application 12was designed to ~~the~~reduce ~~Financial~~Oncor's ~~Statements~~billings for ~~discussion~~the ofperiod ~~allocations~~ from ~~EFH~~March ~~Corp.~~2015 through August 2015 by $27 million.

~~Other~~Transmission ~~deductions~~Interim ~~totaled~~Rate Update Applications (PUCT Docket Nos. 44968 and 44363) — 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. TCOS revenues are collected from load serving entities benefiting from Oncor's transmission system. REPs serving customers in Oncor's service territory are billed through the TCRF mechanism discussed above while other load serving entities are billed directly. In July 2015, Oncor filed an application for an interim update of its TCOS rate. The new rate was approved by the PUCT and became effective in September 2015. Oncor's expected annualized revenues increased by an estimated $6521 million with approximately $14 million of this increase recoverable through transmission costs charged to wholesale customers and $~~122~~7 million ~~for~~recoverable from REPs through the ~~three~~TCRF ~~months~~component ~~ended~~of ~~June~~Oncor's ~~30,~~delivery ~~2015~~rates. In ~~and~~January ~~2014~~2015, ~~respectively,~~Oncor ~~reflecting~~filed ~~the~~an ~~recording~~application for an interim update of ~~reserves~~its ~~against~~TCOS ~~EFIH~~rate. The new rate was approved by the PUCT and became effective in March 2015. Oncor's ~~income~~expected ~~tax~~annualized ~~receivable~~revenues ~~from~~increased ~~EFH~~by ~~Corp.~~an ~~(see~~estimated ~~Notes~~$35 4million ~~and~~with 5approximately $23 million of this increase recoverable through transmission costs charged to wholesale customers and $12 million recoverable from REPs through the ~~Financial~~TCRF ~~Statements)~~component of Oncor's delivery rates.

Interest expense and related charges decreased $66 million to $58 million in 2015. The decrease reflected $120 million in lower interest expense on pre-petition debt due to the discontinuance of interest due to the Chapter 11 Cases, partially offset by an increase of $50 million in interest expense on debtor-in-possession financing (see Note 6 to the Financial Statements).

Reorganization items totaled $18 million and $228 million in the three months ended June 30, 2015 and the post-petition period through June 30, 2014, respectively. Activity in 2015 included $18 million in legal advisory and representation services fees. The 2014 amount included a $108 million net loss on exchange and settlement of the EFIH First Lien Notes, $93 million in fees associated with completion of the EFIH DIP Facility (see Note 8 to Financial Statements). See Note 7 to the Financial Statements for additional discussion.

Income tax benefit totaled $60 million and $118 million in 2015 and 2014, respectively. Excluding the effect of the reserve against the income tax receivable from EFH Corp. that was recorded without income tax benefit (see Note 4 to the Financial Statements), the effective tax rate was 77.9% and 32.8% in 2015 and 2014, respectively. The increase in the effective income tax rate is driven primarily by a decrease in the valuation allowance against deferred tax assets partially offset by higher nondeductible legal and other professional services costs related to the Chapter 11 Cases in 2015 (see Note 5 to the Financial Statements).

Equity in earnings of unconsolidated subsidiary (net of tax) increased $3 million to $75 million in 2015. The increase in equity earnings of Oncor primarily reflected increased revenue from higher distribution base revenues driven by growth in points of delivery, increased revenue from higher transmission rates partially offset by higher depreciation. See Note 3 to the Financial Statements.

Net loss decreased $285 million to $7 million in 2015. The change reflects $137 million ($210 million pre-tax) in lower reorganization items, $43 million ($66 million pre-tax) in lower interest expense and charges and $37 million ($57 million pre-tax) in lower reserves recorded for EFIH's income tax receivable from EFH Corp. in 2015 as discussed above.

~~Table~~Application for 2016 Energy Efficiency Cost Recovery Factor Surcharge (PUCT Docket No. 44784) — In June 2015, Oncor filed an application with the PUCT to request approval of ~~Contents~~the energy efficiency cost recovery factor (EECRF) for 2016. PUCT rules require Oncor to make an annual EECRF filing by the first business day in June in each year for implementation on March 1 of the next calendar year. The requested 2016 EECRF was $67 million as compared to $68 million established for 2015, and would result in an average monthly charge for residential customers of $1.19 as compared to the 2015 average monthly residential charge of $1.23 per month. Average monthly charges are for a residential customer using 1,200 kilowatt-hours. In September 2015, the PUCT issued a final order approving the 2016 EECRF, which is designed to recover $61 million of Oncor's costs for the 2016 program year, a $10 million performance bonus based on Oncor's 2014 results and a $4 million decrease for over-recovery of 2014 costs.

Financial Results — Six Months Ended June 30, 2015 Compared to Six Months Ended June 30, 2014

Selling, general, and administrative expenses decreased $16 million to $3 million in 2015. The 2014 amount includes $15 million for legal and other consulting services associated with EFIH's debt restructuring activities, of which $4 million was allocated by EFH Corp. The 2014 amount also includes $3 million in allocated management fees owed to the Sponsor Group by EFH Corp. and $1 million in allocated other shared services costs. The decrease is the result of legal and other professional costs associated with the Chapter 11 Cases since the Petition Date now being reported in reorganization items in EFIH's condensed statements of consolidated income (loss) (see Note 7 to the Financial Statements). Payments of Sponsor Group management fees and associated cost allocations were also suspended in 2014. See Note 12 to the Financial Statements for discussion of allocations from EFH Corp.

Other deductions totaled $135 million and $199 million for the six months ended June 30, 2015 and 2014, respectively, reflecting the recording of reserves against EFIH's income tax receivable from EFH Corp. (see Notes 4 and 5 to the Financial Statements).

Interest expense and related charges increased $28 million to $351 million in 2015. The increase reflected $108 million in interest expense on debtor-in-possession financing including interest paid in conjunction with the repayment of the EFIH Second Lien Notes, partially offset by $96 million in lower interest expense on pre-petition debt due to the discontinuance of interest due to the Chapter 11 Cases (see Note 6 to the Financial Statements).

Reorganization items totaled $66 million and $228 million in the six months ended June 30, 2015 and the post-petition period through June 30, 2014, respectively. Activity in 2015 included $33 million in legal advisory and representation services fees and $28 million in fees associated with the repayment of EFIH Second Lien Notes in March 2015. The 2014 amount included a $108 million net loss on exchange and settlement of the EFIH First Lien Notes and $93 million in fees associated with completion of the EFIH DIP Facility (see Note 8 to Financial Statements). See Note 7 to the Financial Statements for additional discussion.

Income tax benefit totaled $125 million and $191 million in 2015 and 2014, respectively. Excluding the effect of the reserve against the income tax receivable from EFH Corp. that was recorded without income tax benefit (see Note 4 to the Financial Statements), the effective tax rate was 29.8% and 33.5% in 2015 and 2014, respectively. The decrease in the effective income tax rate is driven primarily by higher nondeductible legal and other professional services costs related to the Chapter 11 Cases in 2015 (see Note 5 to the Financial Statements).

Equity in earnings of EFIH's Oncor Holdings unconsolidated subsidiary (net of tax) decreased $1 million to $151 million in 2015. See Note 3 to the Financial Statements.

Net loss decreased $147 million to $279 million in 2015. The change reflects $105 million ($162 million pre-tax) for reorganization items and $42 million ($64 million pre-tax) in lower reserves recorded for EFIH's income tax receivable from EFH Corp. in 2015 as discussed above.

~~Table~~RESULTS ofOF ~~Contents~~OPERATIONS

Financial Results — Three Months Ended September 30, 2015 Compared to Three Months Ended September 30, 2014

Selling, general, and administrative expenses totaled $2 million in both 2015 and 2014.

Other deductions totaled $86 million and $12 million for the three months ended September 30, 2015 and 2014, respectively, reflecting the recording of reserves against EFIH's income tax receivable from EFH Corp. (see Notes 4 and 5 to the Financial Statements).

Interest expense and related charges totaled $58 million in both 2015 and 2014 (see Note 6 to the Financial Statements).

Reorganization items totaled $16 million and $7 million in 2015 and 2014, respectively. The $9 million increase in activity included $8 million in legal advisory and representation services fees and $1 million in other professional consulting and advisory services fees. See Note 7 to the Financial Statements for additional discussion.

Income tax benefit totaled $80 million and $25 million in 2015 and 2014, respectively. Excluding the effect of the reserve against the income tax receivable from EFH Corp. that was recorded without income tax benefit (see Note 4 to the Financial Statements) and the decrease in the valuation allowance against deferred tax assets in 2015, the effective tax rate was 30.3% and 37.3% in 2015 and 2014, respectively. The decrease in the effective income tax rate is driven primarily by higher nondeductible legal and other professional services costs related to the Chapter 11 Cases in 2015 (see Note 5 to the Financial Statements).

Equity in earnings of unconsolidated subsidiary (net of tax) increased $4 million to $127 million in 2015. The increase in equity earnings of Oncor primarily reflected increased revenue from higher distribution base revenues driven by favorable weather and growth in points of delivery partially offset by higher operating expenses. See Note 3 to the Financial Statements.

Net income decreased $24 million to $45 million in 2015. The change reflects $48 million ($74 million pre-tax) in higher reserves recorded for EFIH's income tax receivable from EFH Corp. in 2015 as discussed above and $5 million ($9 million pre-tax) in higher reorganization costs.

Financial Results — Nine Months Ended September 30, 2015 Compared to Nine Months Ended September 30, 2014

Selling, general, and administrative expenses decreased $16 million to $5 million in 2015. The 2014 amount includes $15 million for legal and other consulting services associated with EFIH's debt restructuring activities, of which $4 million was allocated by EFH Corp. The 2014 amount also includes $3 million in allocated management fees owed to the Sponsor Group by EFH Corp. and $3 million in allocated other shared services costs. The decrease is the result of legal and other professional costs associated with the Chapter 11 Cases since the Petition Date now being reported in reorganization items in EFIH's condensed statements of consolidated income (loss) (see Note 7 to the Financial Statements). Payments of Sponsor Group management fees and associated cost allocations were also suspended in 2014. See Note 12 to the Financial Statements for discussion of allocations from EFH Corp.

Other deductions totaled $221 million and $211 million in 2015 and 2014, respectively, reflecting the recording of reserves against EFIH's income tax receivable from EFH Corp. (see Notes 4 and 5 to the Financial Statements).

Interest expense and related charges increased $28 million to $409 million in 2015. The increase reflected $108 million in interest expense on debtor-in-possession financing including interest paid in conjunction with the repayment of the EFIH Second Lien Notes, partially offset by $97 million in lower interest expense on pre-petition debt due to the discontinuance of interest due to the Chapter 11 Cases (see Note 6 to the Financial Statements).

Reorganization items totaled $82 million and $235 million in 2015 and 2014, respectively. Activity in 2015 included $46 million in legal advisory and representation services fees and $28 million in fees associated with the repayment of EFIH Second Lien Notes in March 2015. The 2014 amount included a $108 million net loss on exchange and settlement of the EFIH First Lien Notes and $93 million in fees associated with completion of the EFIH DIP Facility (see Note 8 to Financial Statements). See Note 7 to the Financial Statements for additional discussion.

Income tax benefit totaled $205 million and $215 million in 2015 and 2014, respectively. Excluding the effect of the reserve against the income tax receivable from EFH Corp. that was recorded without income tax benefit (see Note 4 to the Financial Statements) and the decrease in the valuation allowance against deferred tax assets in 2015, the effective tax rate was 31.5% and 33.8% in 2015 and 2014, respectively. The decrease in the effective income tax rate is driven primarily by higher nondeductible legal and other professional services costs related to the Chapter 11 Cases in 2015 (see Note 5 to the Financial Statements).

Equity in earnings of EFIH's Oncor Holdings unconsolidated subsidiary (net of tax) increased $2 million to $278 million in 2015. The increase in equity earnings of Oncor primarily reflected increased revenue from higher distribution base revenues driven by favorable weather and growth in points of delivery, higher transmission base revenues, lower interest expense and lower income taxes partially offset by higher operating and maintenance expense, and higher depreciation and amortization. See Note 3 to the Financial Statements.

Net loss decreased $123 million to $234 million in 2015. The change reflects $99 million ($153 million pre-tax) for lower reorganization costs offset by $18 million ($28 million pre-tax) in higher interest expense and related changes in 2015 as discussed above.

FINANCIAL CONDITION

Cash Flows — ~~Six~~Nine Months Ended ~~June~~September 30, 2015 Compared to ~~Six~~Nine Months Ended ~~June~~September 30, 2014 — Cash used in operating activities totaled $~~323~~314 million and $~~221~~237 million in 2015 and 2014, respectively. The increase in cash used of $~~102~~77 million was driven by cash interest payments as a result of the EFIH Second Lien repayment (see Notes 9 and 13 to the Financial Statements) and higher cash used to pay for reorganization costs, partially offset by higher distributions received from Oncor.

Cash used in financing activities totaled $473 million in 2015 compared to cash provided by financing activities of $1.~~164~~159 billion in 2014. Activity in 2015 reflected the repayment of $445 million principal amount ~~of EFIH Second Lien Notes~~ and $28 million in fees related to the repayment of EFIH Second Lien Notes (see Note 9 to the Financial Statements). Cash provided by financing activities in 2014 included $3.564 billion in borrowings under the EFIH DIP Facility, partially offset by $2.312 billion in repayments of the EFIH First Lien Notes and $8893 million in payments for fees associated with the completion of the EFIH DIP Facility.

There was no cash used in or provided by investing activities in 2015 and 2014.

Available Liquidity — In March 2015, with the approval of the Bankruptcy Court, EFIH used some of its cash to repay (Repayment) $735 million, including interest at contractual rates, in amounts outstanding under EFIH's pre-petition 11.00% Second Lien Notes due 2021 (11.00% Notes) and 11.75% Second Lien Notes due 2022 (11.75% Notes) and $15 million in certain fees and expenses of the trustee for such notes (see Note 9). The Repayment required the requisite consent of the lenders under the EFIH DIP Facility. EFIH received such consent from approximately 97% of the lenders under the EFIH DIP Facility and paid an aggregate consent fee equal to approximately $13 million. As a result of the Repayment, as of the date hereof, the principal amount outstanding on the 11.00% Notes and 11.75% are $322 million and $1.389 billion, respectively.

As of ~~June~~September 30, 2015, ~~after completing the Repayment of a portion of~~ EFIH's ~~Second Lien Notes, EFIH~~ had $~~361~~370 million in liquidity consisting entirely of cash and cash equivalents.

Liquidity After the Bankruptcy Filing — 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 EFIH Debtors or their property to recover on, collect or secure a claim arising prior to the Petition Date (including with respect to EFIH's pre-petition debt instruments).

The Bankruptcy Court approved final orders in June 2014 authorizing the EFIH DIP Facility (see Note 8 to the Financial Statements). The EFIH First Lien DIP Facility provides for $5.4 billion in senior secured, super-priority financing.

EFIH believes that the EFIH DIP facility, plus cash distributions received from Oncor Holdings, will be sufficient to fund its anticipated cash requirements through at least the June 2016 maturity date of the EFIH DIP facility. As a result of the Chapter 11 Cases, EFIH does not expect to receive further interest payments on affiliate debt securities it holds.

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.

Distributions of Earnings from Oncor Holdings — Oncor Holdings' distributions of earnings to EFIH totaled $~~120~~206 million and $77128 million for the ~~six~~nine months ended ~~June~~September 30, 2015 and 2014, respectively. In ~~August~~October 2015, Oncor Holdings' board of directors declared a cash distribution. In November 2015, EFIH is expected to receive a distribution from Oncor Holdings for an amount ~~between $80~~up ~~million~~to ~~and~~ $88109 million. See Note 3 to the Financial Statements for discussion of limitations on amounts Oncor can distribute to its members.

Income Tax Matters — EFH Corp. and 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. 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.

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See Note 12 to the Financial Statements for discussion of income tax payments to and from EFH Corp.

Financial Covenants — The Bankruptcy Filing constituted an event of default and automatic acceleration under the agreements governing the pre-petition debt of EFIH ~~Debtors~~. The creditors are, however, stayed from taking any action against the Debtors as a result of such defaults and accelerations under the Bankruptcy Code.

The EFIH DIP Facility includes a minimum liquidity covenant pursuant to which EFIH cannot allow unrestricted cash (as defined in the EFIH DIP Facility) to be less than $150 million. EFIH is in compliance with this covenant.

Material Cross Default/Acceleration Provisions — Certain of EFIH's financing arrangements contain provisions that 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. The Bankruptcy Filing triggered defaults on the EFIH Debtors' pre-petition debt obligations, but pursuant to the Bankruptcy Code, the creditors are stayed from taking any actions against the Debtors as a result of such defaults.

Guarantees — See Note 10 to the Financial Statements for discussion of guarantees.

OFF–BALANCE SHEET ARRANGEMENTS

See Notes 3 and 9 to the Financial Statements regarding VIEs and guarantees, respectively.

COMMITMENTS AND CONTINGENCIES

See Note 10 to the Financial Statements for discussion of commitments and contingencies.

CHANGES IN ACCOUNTING STANDARDS

See Note 1 to the Financial Statements for discussion of changes in accounting standards.

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Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the risk that in the ordinary course of business EFIH may experience a loss in value as a result of changes in market conditions that affect economic factors such as interest rates. All of EFIH's pre-petition debt was subject to fixed interest rates. The principal amounts outstanding under the EFIH DIP Facility bear interest based on applicable LIBOR rates, subject to a 1% floor, plus 3.25%. EFIH expects LIBOR rates to remain below the 1% interest rate floor specified in its DIP ~~debtor-in-possession~~Facility ~~financing~~ during the pendency of the Chapter 11 Cases.

Except as discussed herein, the information required hereunder is not significantly different from the information set forth in Item 7A, Quantitative and Qualitative Disclosures About Market Risk included in EFIH's 2014 Form 10-K and is therefore not presented herein.

Credit Risk

Oncor's Credit Risk — Credit risk relates to the risk of loss associated with nonperformance by counterparties. Oncor's customers consist primarily of REPs. As a prerequisite for obtaining and maintaining certification, a REP must meet the financial resource standards established by the PUCT. Meeting these standards does not guarantee that a REP will be able to perform its obligations. REP certificates granted by the PUCT are subject to suspension and revocation for significant violation of Texas Public Utility Regulatory Act and PUCT rules. Significant violations include failure to timely remit payments for invoiced charges to a transmission and distribution utility pursuant to the terms of tariffs approved by the PUCT. PUCT rules allow for the recovery of uncollectible amounts from nonaffiliated REPs, reducing the credit risk of such receivables.

At ~~June~~September 30, 2015, Oncor's exposure to credit risk associated with accounts receivable from non-affiliate customers totaled $~~435~~447 million. The non-affiliated customer receivable amount is before the allowance for uncollectible accounts, which totaled $53 million, and includes trade accounts receivable from REPs totaling $~~325~~351 million, which are almost entirely below investment grade. At ~~June~~September 30, 2015, REP subsidiaries of one non-affiliated entity collectively represented approximately 1316% of the non-affiliated trade receivable amount. No other non-affiliated parties represented 10% or more of the total exposure. Oncor views its exposure to this customer to be within an acceptable level of risk tolerance considering PUCT rules and regulations; however, this concentration increases the risk that a default would have a material effect on cash flows.

See Management's Discussion and Analysis of Financial Condition and Results of Operations – Significant Activities and Events and Items Influencing Future Performance – Credit Risk Exposure to EFH Corp. and its Subsidiaries above for discussion of Oncor's credit risk to accounts receivable from affiliates.

See Note 12 to the Financial Statements for discussion of transactions between Oncor and TCEH and EFH Corp.

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FORWARD-LOOKING STATEMENTS

This report and other presentations made by EFIH 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 may occur in the future, including such matters as activities related to EFIH's bankruptcy, financial or operational projections, capital allocation, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of facilities, market and industry developments and the growth of EFIH's business 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 EFIH believes that in making any such forward-looking statement its 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 herein and in EFIH's 2014 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 EFIH's actual results to differ materially from those projected in such forward-looking statements:

• The Debtors (including the EFIH Debtors) ability to obtain ~~the necessary votes from the required creditors and stakeholders and the~~ approval from the Bankruptcy Court for the Plan of Reorganization;

• ~~the~~The ~~outcome~~Debtors ofability to satisfy the ~~court-supervised~~terms ~~bid~~and ~~process~~conditions ~~with~~set ~~respect~~forth in, and to receive the ~~restructuring~~required ofapprovals ~~EFH~~required ~~Corp.~~under, the Merger and ~~EFIH~~Purchase Agreement and the Plan Support Agreement;


•	the breach by one or more of the Debtors counterparties under the Merger and Purchase Agreement and/or the Plan Support Agreement;


•	EFIH's ability to obtain Bankruptcy Court approval with respect to the EFIH Debtors' motions in the Chapter 11 Cases, including such approvals not being overturned on appeal or being stayed for any extended period of time;


•	the terms and conditions of any Chapter 11 plan of reorganization that is ultimately approved by the Bankruptcy Court;


•	EFIH's ability to remain in compliance with the requirements of the EFIH DIP Facility;


•	EFIH's ability to maintain or obtain sufficient financing sources for EFIH's cash requirements during the pendency of the Chapter 11 Cases and its ability to obtain sufficient exit financing to fund any Chapter 11 plan of reorganization;


•	the actions and decisions of creditors, regulators and other third parties that have an interest in the Chapter 11 Cases or reorganization that may be inconsistent with, or interfere with, EFIH's plans;


•	the duration of the Chapter 11 Cases;


•	the actions and decisions of regulatory authorities relative to any Chapter 11 plan of reorganization;


•	restrictions on EFIH's activities due to the terms of its debt agreements, including the EFIH DIP Facility, and restrictions imposed by the Bankruptcy Court;


•	EFIH's ability to obtain any required regulatory consent necessary to implement any Chapter 11 plan of reorganization;


•	the outcome of current or potential litigation regarding whether holders are entitled to make-whole premiums and/or post-petition interest in connection with the treatment of their claims in bankruptcy;


•	the outcome of current or potential litigation regarding intercompany claims and/or derivative claims;


•	prevailing governmental policies and regulatory actions, including those of the Texas Legislature, the Governor of Texas, the US Congress, the FERC, the NERC, the TRE, the PUCT, the EPA and the TCEQ, with respect to, among other things:


◦	allowed rates of return;


◦	permitted capital structure;


◦	industry, market and rate structure;


◦	recovery of investments;


◦	acquisition and disposal of assets and facilities;


◦	development, construction and operation of facilities;


◦	changes in tax laws and policies, and


◦	changes in and compliance with environmental and safety laws and policies;


•	legal and administrative proceedings and settlements, including the legal proceedings arising out of the bankruptcy;


•	general industry trends;


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


•	weather conditions and other natural phenomena, and acts of sabotage, wars or terrorist or cyber security 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;


•	changes in interest rates or rates of inflation;


•	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 amount and timing of dividends received from Oncor;


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

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•	EFIH's ability to obtain and maintain sufficient cash flow to make interest payments, and EFIH's ability to refinance its debt instruments, including the EFIH DIP Facility;


•	changes in technology used by and services offered by EFIH and/or its subsidiaries;


•	significant changes in the relationship of Oncor with their 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 EFIH may not have adequate insurance to cover losses resulting from such hazards;


•	significant changes in critical accounting policies, and


•	actions by credit rating agencies.

Any forward-looking statement speaks only at the date on which it is made, and except as may be required by law, EFIH undertakes 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 or circumstances. New factors emerge from time to time, and it is not possible for EFIH to predict all of them; nor can EFIH 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.

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Item 4.	CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of EFIH's 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 on Form 10-Q. Based on the evaluation performed as of ~~June~~September 30, 2015, its principal executive officer and principal financial officer concluded that, due to the material weakness in its internal control over financial reporting related to accounting for deferred income taxes, as previously disclosed in EFIH's 2014 Form 10-K, its disclosure controls and procedures were not effective as of ~~June~~September 30, 2015. In light of the material weakness in internal control over financial reporting, management completed substantive procedures, including validating the completeness and accuracy of the underlying data used for accounting for deferred income taxes, prior to filing this quarterly report on Form 10-Q.

These additional procedures have allowed EFIH to conclude that, notwithstanding the material weakness in internal control over financial reporting related to accounting for deferred income taxes, the consolidated financial statements included in this report fairly present, in all material respects, EFIH's financial position, results of operations and cash flows for the periods presented in conformity with GAAP. Additionally, no restatement of EFIH's previously issued consolidated financial statements was required.

Previously Reported Material Weakness

As previously disclosed in EFIH's 2014 Form 10-K, its management concluded that EFIH's internal control over financial reporting and its disclosure controls and procedures were ineffective as of December 31, 2014 due to a material weakness in accounting for deferred income taxes. Pursuant to SEC rules and regulations, a material weakness is "a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant's annual or interim financial statements will not be prevented or detected on a timely basis".

In response to the material weakness described above, during the ~~six~~nine months ended ~~June~~September 30, 2015, EFIH began implementing a plan of remediation to strengthen its overall internal control over accounting for deferred income taxes. The remediation plan includes the following steps:


•	enhancing the formality and rigor of review and documentation related to EFIH's deferred income tax reconciliation procedures,


•	implementing additional oversight and monitoring controls over EFIH's deferred income tax review processes that are designed to operate at a level of precision to detect an error resulting from a related control failure before it results in a material misstatement of its financial statements, and


•	hiring key personnel in EFH Corp.'s tax department and further evaluating staffing levels to ensure the execution of timely and rigorous control procedures.

Management is currently implementing these steps. Specifically, during the ~~six~~nine months ended ~~June~~ September 30, 2015, EFH Corp. hired permanent and temporary resources to supplement its current staffing levels in its tax department and implemented additional oversight and monitoring controls. ~~Once~~Additionally, ~~these~~during ~~steps~~the three months ended September 30, 2015, EFH Corp. implemented and tested new ~~controls~~and ~~are~~refined ~~placed~~interim incontrols ~~operation~~(controls ~~for~~executed on a ~~sufficient~~quarterly ~~period~~basis). Its testing of ~~time~~these interim controls has indicated that they operate effectively. During the remainder of the year, EFH Corp. will ~~subject~~be ~~these~~implementing ~~controls~~ and ~~procedures~~testing tonew ~~appropriate~~annual ~~tests~~controls inrelated ~~order~~ to ~~determine~~accounting ~~whether~~for ~~they~~deferred ~~are~~income ~~operating effectively~~taxes.

EFIH is committed to maintaining a strong internal control environment and believe that these remediation efforts will represent improvements in its controls.

Changes in Internal Control over Financial Reporting

With the oversight of senior management and EFIH's audit committee, EFIH has continued to remediate the underlying causes of the material weakness. Other than with respect to the ongoing plan for remediation of the material weakness, there has been no change to its internal control over financial reporting during its most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, EFIH's internal control over financial reporting.

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PART II. OTHER INFORMATION


Item 1.	LEGAL PROCEEDINGS

Reference is made to the discussion in Note 10 to the Financial Statements regarding legal proceedings.


Item 1A.	RISK FACTORS

There have been no material changes from the risk factors discussed in Part I, Item 1A. Risk Factors in EFIH's 2014 Form 10-K and Part II, Item 1A. Risk Factors in ~~our~~its Form 10-Q for the period ended March 31, 2015, except for the risk factor discussed below and the information disclosed elsewhere in this quarterly report on Form 10-Q that provides factual updates to risk factors contained in EFIH's 2014 Form 10-K and EFIH's Form 10-Q for the period ended March 31, 2015. The risks described in such reports are not the only risks facing the company.

The consummation of the EFH Acquisition contemplated by the Plan of Reorganization is subject to various conditions precedent. If the Merger and Purchase Agreement is terminated, the Purchasers and the Investor Group will have no liability to the Debtors thereunder except for certain expense reimbursement obligations. As a result, even if the Plan of Reorganization is confirmed by the Bankruptcy Court, there is no certainty that the EFH Acquisition will be completed.

The Merger and Purchase Agreement includes various conditions precedent to consummation of the transactions contemplated thereby. The Purchasers' conditions precedent include, among other things, a condition that certain approvals and rulings be obtained, including from, among others, the PUCT and the IRS, that are necessary to consummate the acquisition and convert a successor to Reorganized EFH into a REIT. In addition, the Merger and Purchase Agreement may be terminated upon certain events, including, among other things, by either party, if certain termination events occur under the Plan Support Agreement, including if the EFH Acquisition is not completed by April 30, 2016, subject to extension to June 30, 2016 or August 31, 2016 under certain conditions. If the Merger and Purchase Agreement is terminated for any reason (including, among other things, due to failure to complete the EFH Acquisition within the timeframes described therein), the Purchasers and the Investor Group will effectively have no liability to the Debtors thereunder. EFH Corp. and EFIH have effectively waived their respective rights under the Merger and Purchase Agreement to seek any legal or equitable remedies (including money damages and specific performance) against the Purchasers or the Investor Group. As a result, even if the Plan of Reorganization is confirmed by the Bankruptcy Court and the applicable regulatory approvals are obtained, there is no certainty that the EFH Acquisition will be completed. If it is not completed for any reason, the Debtors will have no recourse against the Purchasers and the Investor Group, except for certain expense reimbursement obligations. If this were to occur, the Debtors would need to formulate a new plan of reorganization and if the exclusivity period has expired, then other stakeholders could file their own plan of reorganization.


Item 4.	MINE SAFETY DISCLOSURES

Not applicable.


Item 5.	OTHER INFORMATION

None.

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Item 6.	EXHIBITS


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

Exhibits	Previously Filed With File Number*	AsExhibit
(3(i))	Articles of Incorporation
3(a)	333-153529Form S-4(filed September 17, 2008)	3(c)	—	Certificate of Formation of Energy Future Intermediate Holding Company LLC, as amended
(3(ii))	By-laws
3(b)	1-34544Form 10-K(filed February 21, 2012)	3(b)	—	Second Amended and Restated Limited Liability Company Agreement of Energy Future Intermediate Holding Company LLC
(10)	Material Contracts
10(a)	1-12833Form 8-K/A (filed September 17, 2015)	10(a)	—	Amended and Restated Plan Support Agreement dated September 11, 2015 among the Debtors and the other parties thereto.
10(b)	1-12833Form 8-K/A (filed September 17, 2015)	10(b)	—	Amended and Restated Settlement Agreement dated September 11, 2015 among the Debtors and the other parties thereto.
10(c)	1-12833Form 8-K (filed August 10, 2015)	10(c)	—	Purchase Agreement and Plan of Merger by and among Ovation Acquisition I, L.L.C., Ovation Acquisition II, L.L.C., Energy Future Intermediate Holding Company L.L.C. and Energy Future Holdings Corp. dated as of August 9, 2015.
10(d)	1-12833Form 8-K (filed August 10, 2015)	10(d)	—	Backstop Agreement, dated as of August 9, 2015, by and among Ovation Acquisition I, L.L.C., Energy Future Holdings Corp., Energy Future Intermediate Holding Company L.L.C. and the Investors party thereto.
(31)	Rule 13a - 14(a)/15d - 14(a) Certifications.
31(a)			—	Certification of John F. Young, chair, president and chief executive of Energy Future Intermediate Holding Company LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31(b)			—	Certification of Paul M. Keglevic, executive vice president and chief financial officer of Energy Future Intermediate Holding Company LLC, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
(32)	Section 1350 Certifications.
32(a)			—	Certification of John F. Young, chair, president and chief executive of Energy Future Intermediate Holding Company LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32(b)			—	Certification of Paul M. Keglevic, executive vice president and chief financial officer of Energy Future Intermediate Holding Company LLC, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
(99)	Additional Exhibits
99(a)			—	Condensed Statement of Consolidated Income - Twelve Months Ended ~~June~~September 30, 2015.
	XBRL Data Files
99(b)	1-12833Form 8-K/A (filed August 10, 2015)	99(a)	—	Debtors' Third Amended Joint Plan of Reorganization filed on August 9, 2015 pursuant to Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware in Case No. 14-10979 (Jointly Administered)
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



Exhibits	Previously Filed With File Number*	As Exhibit

	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

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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 INTERMEDIATE HOLDING COMPANY LLC

	By:	/s/ TERRY L. NUTT
	Name:	Terry L. Nutt
	Title:	Senior Vice President and Controller (Principal Accounting Officer)

Date: ~~July~~November 313, 2015

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