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EnergyFutureHoldings_8K_20121018 (3)

EnergyFutureHoldings_8K_20121018 (3)

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Published by: Elizabeth Souder-Philyaw on Oct 18, 2012
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10/18/2012

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Energy Future Holdings Corp /TX/
 
(TXU)
 
8-K
 
Current report filingFiled on 10/18/2012Filed Period 10/18/2012 
 
 
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report (date of earliest event reported) – October 18, 2012
 
Energy Future Holdings Corp.
(Exact name of registrant as specified in its charter)
 
Texas
 
1-12833
 
75-2669310
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
Energy Future Intermediate Holding Company LLC
(Exact name of registrant as specified in its charter)
 
Delaware
 
1-34544
 
26-1191638
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
Energy Plaza, 1601 Bryan Street, Dallas, Texas 75201
(Address of principal executive offices, including zip code)
214-812-4600
(Registrants' telephone number, including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the followingprovisions (see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
Item 7.01REGULATION FD DISCLOSURE
On October 18, 2012, in connection with the private offering described under Item 8.01 of this Current Report on Form 8-K, Energy FutureIntermediate Holding Company LLC ("EFIH") and EFIH Finance Inc. ("EFIH Finance"), both of which are wholly-owned subsidiaries of Energy FutureHoldings Corp. ("EFH Corp."), delivered to potential investors an offering memorandum (the "Offering Memorandum") containing certain updatedinformation with respect to EFIH, EFH Corp., and Oncor Electric Delivery Holdings Company LLC ("Oncor Holdings"). The information included inItem 7.01 of this Current Report on Form 8-K is being provided to satisfy EFIH's and EFH Corp.'s public disclosure requirements under Regulation FD.
Pension Plan Actions
In August 2012, EFH Corp. approved certain amendments to its pension plan. These amendments, which were described in EFH Corp.'s Form 8-K filedwith the SEC on August 7, 2012, will result in:
 
 
the splitting off of assets and liabilities under the plan associated with employees of Oncor Electric Delivery Company LLC ("Oncor") andretirees and terminated vested participants of EFH Corp. and its subsidiaries (and discontinued businesses) to a new plan that is expected to besponsored and administered by Oncor;
 
 
maintaining assets and liabilities under the plan associated with active collective bargaining unit employees of EFH Corp.'s competitivesubsidiaries under the current plan;
 
 
the splitting off of assets and liabilities under the plan associated with all other participants to a terminating plan, and freezing benefits andvesting all accrued plan benefits for these participants; and
 
 
the termination of, distributions of benefits under, and settlement of all of EFH Corp.'s liabilities under the terminating plan.Management of EFH Corp. currently expects that settlement of the terminating plan obligations and the full funding of the EFH Corp. competitivebusiness portion of liabilities (including discontinued businesses) under the new Oncor plan will result in aggregate cash contributions by EFH Corp.'scompetitive operations of approximately $240 million in the fourth quarter of 2012, of which $150 million have been contributed as of October 18, 2012.Management of EFH Corp. expects to record a charge of approximately $75 million in the fourth quarter 2012 related to the settlement of the terminatingplan, which amount represents the previously unrecognized actuarial losses reported in accumulated other comprehensive income (loss). Management of EFHCorp. has not yet determined the accounting for the actuarial losses related to the competitive business obligations (including discontinued operations) that arebeing assumed under the Oncor plan, which could result in an additional charge of approximately $200 million in the fourth quarter 2012. These amounts arepreliminary estimates, and the final amounts could be higher or lower depending on various factors, including discount rates and values of the pension trustassets at the settlement date, as well as the form of settlement chosen by each affected participant (i.e. lump sum or annuity).
 August 2012 Notes Offering
On August 14, 2012, EFIH and EFIH Finance issued $250 million aggregate principal amount of their 6.875% Senior Secured Notes due 2017 and$600 million aggregate principal amount of their 11.750% Senior Secured Second Lien Notes due 2022 (the "August 2012 Notes Offering"). EFIH will use$680 million of the net proceeds from the August 2012 Notes Offering to pay a dividend to EFH Corp. on or before January 2013 (the "EFIH Dividend").EFH Corp. will use the proceeds of the dividend to repay the balance of the demand notes (the "TCEH Demand Notes") payable by EFH Corp. to TexasCompetitive Electric Holdings Company LLC, an direct, wholly-owned subsidiary of EFH Corp. The remaining net proceeds are being used for generalcorporate purposes, which may include the payment of dividends to EFH Corp. Since the August 2012 Notes Offering through October 18, 2012, EFIH hasnot paid any dividends to EFH Corp.

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