CP-201201226, Independent Spent Fuel Storage Installation Application for Order Approving Indirect and Internal Transfer of Licenses

Independent Spent Fuel Storage Installation Application for Order Approving Indirect and Internal Transfer of Licenses

ML12312A157
Person / Time
Site:	Comanche Peak
Issue date:	10/11/2012
From:	Flores R, Madden F Luminant Generation Co, Luminant Power
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
References
CP-201201226, TXX-12149
Download: ML12312A157 (50)

Text

I ENCLOSURE I ADDENDUM EXHIBIT D(PROPRIETARY) CONTAINS PROPRIETARY INFORMATION SUBMITTED UNDER 10 CFR 2.390 WITHHOLD FROM PUBLIC DISCLOSURE Rafael Flores Luminant Power Senior Vice President P 0 Box 1002

& Chief Nuclear Officer 6322 North FM 56 rafael.flores@Luminant.com Glen Rose, TX 76043 Luminant L 254 897 5550

• 817 559 0403 IF 254 897 6652 CP-201201226 10 CFR 50.80 TXX-12149 10 CFR 2.390 October 11, 2012 U.S. Nuclear Regulatory Commission Attention: Document Control Desk Director, Office of Nuclear Reactor Regulation Washington, DC 20555

SUBJECT:

Comanche Peak Nuclear Power Plant (CPNPP) and Independent Spent Fuel Storage Installation (ISFSI), Docket Nos. 50-445, 50-446, 72-74 Application for Order Approving Indirect and Internal Transfer of Licenses (CPNPP Unit 1 Operating License (NPF-87) and CPNPP Unit 2 Operating License (NPF-89))

Dear Sir or Madam:

Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (the Act), and 10 CFR 50.80, Luminant Generation Company LLC ("Luminant Power"), acting on behalf of Energy Future Holdings Corp. ("EFH"), Energy Future Competitive Holdings Company ("EFCH"), Texas Competitive Electric Holdings Company LLC, and Luminant Holding Company LLC, hereby requests that the Nuclear Regulatory Commission ("NRC") issue an order consenting to the indirect, internal transfer of Luminant Power's licenses (the "Licenses") to operate and own the Comanche Peak Nuclear Power Plant, Units I and 2 ("CPNPP").

EFCH is a direct wholly owned subsidiary of EFH. EFCH, through its wholly owned subsidiaries, owns Luminant Power, the owner and operator of CPNPP. EFH is planning an internal transaction, the ultimate result of which is to convert EFCH from a Texas corporation into a Delaware limited liability company. Following the transaction, EFCH will remain a wholly owned subsidiary of EFH. Under the proposed transaction, EFH would form a new wholly owned subsidiary known as EFH2 Corp.

("EFH2"), which would be a Texas corporation. EFH would then contribute its stock in EFCH to EFH2 causing EFCH to become a wholly owned subsidiary of EFH2. EFCH would then convert to a Delaware limited liability company by operation of applicable Texas and Delaware law. Finally, EFH would merge with and into EFH2 with EFH2 being the surviving entity, and EFH2 would change its name to Energy Future Holdings Corp. and adopt the current certificate of formation and bylaws of EFH. After the transaction, EFCH will remain a wholly owned subsidiary of EFH, and EFH will retain the same assets, liabilities, owners, board of directors, and management. Thus, there will be no change of control of EFH, EFCH, or Luminant Power as a result of this internal transaction. Nevertheless, out of an abundance of caution and based on NRC's prior interpretation of various transactions, Luminant Power seeks NRC approval of the indirect transfer of CPNPP's facility Licenses that is arguably effectuated by the merger of EFH and EFH2 with EFH2 being the surviving entity.

A member of the STARS Alliance Callaway

• Comanche Peak - Diablo Canyon - Palo Verde

• San Onofre

• South Texas Project - Wolf Creek

U. S. Nuclear Regulatory Commission TXX-12149 Page 2 of 3 10/11/2012 The current ownership structure of CPNPP is depicted in a simplified organization chart provided in Exhibit A. Exhibit B provides a simplified organization chart showing the relevant ownership structure of CPNPP after the proposed transactions take place. The proposed transactions involve no changes to any of CPNPP's facility Licenses. Accordingly, Luminant Power does not request any license amendments in the enclosed Application.

None of Luminant Power's qualifications to own the facilities is affected by the proposed indirect transfer. Specifically, Luminant Power's financial qualifications and decommissioning funding assurance will not change as part of the proposed transaction.

Through the enclosed Application, Luminant Power requests, on behalf of EFH, EFCH, Texas Competitive Electric Holdings Company LLC, and Luminant Holding Company LLC, that the NRC consent to this proposed indirect transfer of Licenses. The information contained in the enclosed Application demonstrates that, after the proposed indirect transfer of Licenses, Luminant Power will continue to possess the requisite qualifications to hold the Licenses for the ownership and operation of CPNPP.

Luminant Power is the licensed operator for CPNPP. The enclosed Application does not request, or involve any change to Luminant Power's continued operation of CPNPP. The enclosed Application does not request approval of any physical changes in the plant, or any changes to the conduct of operations at CPNPP. After the proposed transactions, Luminant Power will continue to operate and maintain each plant in accordance with its respective licensing basis. Other than having a new entity that is created and then survives as EFH, the restructuring does not involve any change in the ownership of any entity in the ownership chain that directly or indirectly owns, operates, or controls CPNPP, including Luminant Power.

Finally, the enclosed Application does not request any license amendments or make additional commitments to the NRC, except a commitment to increase the amount of an existing financial support agreement.

This communication contains the following new commitment:

Number Commitment Due Date/Event 4484874 Luminant Holding Company LLC, the parent compahy of Transaction Luminant Power, provided Luminant Power with a support Closing agreement in the amount of $250 million in 2007. In connection with the proposed transaction, Luminant Power proposes to increase the amount available under this support agreement to

$300 million, which provides a source of funding in an amount that is adequate to fund approximately one year's worth of the average projected expense for the fixed operations and.

maintenance (O&M) of CPNPP.

By copy of this letter and Application to the Director, Office of Nuclear Reactor Regulation, thirty (30) days prior written notice regarding this proposed modification to the Support Agreement is provided in compliance with License Condition 2.C.9 of the Licenses.

U. S. Nuclear Regulatory Commission TXX-12149 Page 3 of 3 10/11/2012 The Commitment number is used by Luminant Power for the internal tracking of CPNPP commitments.

The proposed indirect transfer of the Licenses will be consistent with the requirements set forth in the Act, NRC regulations, and the relevant NRC Licenses and orders. It will neither have any adverse impact on the public health and safety, nor be inimical to the common defense and security. Luminant Power, therefore, respectfully requests that the NRC consent to the indirect transfer in accordance with 10 CFR 50.80.

Luminant Power requests that the NRC review the enclosed Application on a schedule that will permit the issuance of NRC consent to the transfer as soon as possible, and it is prepared to work closely with the NRC Staff to help expedite the application's review. Approval is requested by no later than December 28, 2012. Such consent should be immediately effective upon issuance and should permit the transfers at any time within one year of the issuance of the approval.

The Application includes proprietary, separately bound Enclosure 1 Exhibit D (Proprietary), which contains confidential commercial or financial information. Luminant Power, EFH, EFCH, Texas Competitive Electric Holdings Company LLC, and Luminant Holding Company LLC request that Exhibit D (Proprietary) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390(a)(4), as described in the Affidavit of Fred W. Madden, which is provided in Enclosure 1 to the Application. A non-proprietary version of Enclosure 1 Exhibit D (Non-Proprietary) suitable for public disclosure is provided in the Application.

Service upon Luminant Power of comments, hearing request, intervention petitions or other pleadings should be made to Timothy P. Matthews, Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Ave., NW, Washington, DC 20004 tel: (202) 739-5527 and email: tmatthews@morganlewis.com.

If the NRC requires additional information concerning the enclosed application, please contact Fred Madden, Director Oversight and Regulatory Affairs, Luminant Power, tel: (224) 897-8601 and email:

Fred.Madden@luminant.com.

Sincerely, Luminant Generation Company LLC Rafael Flores By:

ý re W. M adden Director, Oversight and Regulatory Affairs . Application with Affirmation, Affidavit, and Exhibits c - w/o proprietary Addendum except * (paper copy)

E. J. Leeds, Director, Office of Nuclear Reactor Regulation E. E. Collins, Region IV

• B. K. Singal, NRR Resident Inspectors, Comanche Peak Application TXX-12149 Page 1 Application for Order Approving Indirect Transfer of Licenses October 11, 2012 submitted by Luminant Generation Company LLC on behalf of Energy Future Holdings Corp.

Energy Future Competitive Holdings Company, Texas Competitive Electric Holdings Company LLC, and Luminant Holding Company LLC Comanche Peak Nuclear Power Plant, Units 1 & 2 NRC Facility Operating License Nos. NPF-87 & NPF-89 Docket Nos. 50-445 & 50-446 Independent Spent Fuel Storage Installation (ISFSI)

Docket No. 72-74 Application TXX-12149 Page 2 APPLICATION FOR ORDER APPROVING INDIRECT TRANSFER OF LICENSES TABLE OF CONTENTS SECTION PAGE NO.

1. Introduction 4 II. Statement of Purpose of the Transfer and Nature of the Transaction Making the Transfer Necessary or Desirable 6 II. Supporting Information 6 A. General Corporate Information 6

1. No Foreign Ownership, Control or Domination 7 B. Technical Qualifications 8 C. Financial Qualifications 8 D. Decommissioning Funding 11 E. No Antitrust Considerations 12 F. Nuclear Insurance 12 G. Standard Contract for Disposal of Spent Nuclear Fuel 12 H. Agreement to Limit Access to Restricted Data 12 I. Environmental Review 13 J. Independent Spent Fuel Storage Installation 13 IV. Effective Date 13 V. Conclusion 13 Application TXX- 12149 Page 3 List of Exhibits Affirmation of Fred W. Madden Affidavit of Fred W. Madden Exhibit A Simplified Corporate Ownership Structure - Current Exhibit B Simplified Corporate Ownership Structure - Intended Exhibit C General Corporate Information Regarding NRC Licensed Entities and Their Corporate Parents Exhibit D Pro Forma Income Statements and Balance Sheets (Non-Proprietary Version)

Addendum Proprietary Version of Exhibit D AppLication TXX-12149 Page 4 I. INTRODUCTION Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (the Act), and 10 CFR 50.80, Luminant Generation Company LLC ("Luminant Power"), acting on behalf of Energy Future Holdings Corp. ("EFH"), Energy Future Competitive Holdings Company

("EFCH"), Texas Competitive Electric Holdings Company LLC, and Luminant Holding Company LLC, hereby requests that the Nuclear Regulatory Commission ("NRC") issue an order consenting to the indirect transfer of Luminant Power's licenses (the "Licenses") to operate and own the Comanche Peak Nuclear Power Plant, Units 1 and 2 ("CPNPP").

EFCH is a direct wholly owned subsidiary of EFH. EFCH, through its wholly owned subsidiaries, owns Luminant Power, the owner and operator of CPNPP. EFH is planning an internal transaction, the ultimate result of which is to convert EFCH from a Texas corporation into a Delaware limited liability company. Following the transaction, EFCH will remain a wholly owned subsidiary of EFH. Under the proposed internal restructuring, EFH would form a new wholly owned subsidiary known as EFH2 Corp. ("EFH2"), which would be a Texas corporation. EFH would then contribute its stock in EFCH to EFH2 causing EFCH to become a wholly owned subsidiary of EFH2. EFCH would then convert to a Delaware limited liability company by operation of applicable Texas and Delaware law. Finally, EFH would merge with and into EFH2 with EFH2 being the surviving entity, and EFH2 would change its name to Energy Future Holdings Corp. and adopt the current certificate of formation and bylaws of EFH.

After the transaction, EFCH will remain a wholly owned subsidiary of EFH, and EFH will retain the same assets, liabilities, owners, board of directors, and management.

The current ownership structure of CPNPP is depicted in a simplified organization chart provided in Exhibit A. Exhibit B provides a simplified organization chart showing the relevant ownership structure of CPNPP after the proposed transactions take place. The proposed Application TXX-12149 Page 5 transactions involve no changes to any of CPNPP's facility Licenses. Accordingly, Luminant Power does not request any license amendments in the enclosed Application.

None of Luminant Power's qualifications to own the facilities is affected by the proposed indirect transfer. Specifically, Luminant Power's financial qualifications and decommissioning funding assurance will not change as part of the proposed transaction.

Through the enclosed Application, Luminant Power requests, on behalf of EFH, EFCH, Texas Competitive Electric Holdings Company LLC, and Luminant Holding Company LLC, that the NRC consent to this proposed indirect, internal transfer of Licenses. The information contained in the enclosed Application demonstrates that, after the proposed indirect transfer, Luminant Power will continue to possess the requisite qualifications to hold the Licenses for the ownership and operation of CPNPP.

Luminant Power is the licensed operator for CPNPP. The enclosed Application does not request, or involve any change to Luminant Power's continued operation of CPNPP. The enclosed Application does not request approval of any physical changes in the plant, or any changes to the conduct of operations at CPNPP. After the proposed transactions, Luminant Power will continue to operate and maintain each plant in accordance with its respective licensing basis. Other than having a new legal entity that is created and then survives as EFH, the transaction does not involve any change in the ownership or control of any entity in the chain that directly or indirectly owns, operates, or controls CPNPP, including Luminant Power.

Finally, the enclosed Application does not request any license amendments or make additional commitments to the NRC, except a commitment to increase the amount of an existing financial support agreement. The proposed indirect transfer of the Licenses will be consistent with the requirements set forth in the Act, NRC regulations, and the relevant NRC Licenses and orders. It will neither have any adverse impact on the public health and safety, nor be inimical to Application TXX-12149 Page 6 the common defense and security. Luminant Power, therefore, respectfully requests that the NRC consent to the indirect transfer in accordance with 10 CFR 50.80.

II. STATEMENT OF PURPOSE OF THE TRANSFER AND NATURE OF THE TRANSACTION MAKING THE TRANSFER NECESSARY OR DESIRABLE The proposed transactions allow EFCH, currently a Texas corporation, to convert to a Delaware limited liability company. This relatively simple transaction will give EFH additional financial flexibility, primarily through federal tax efficiencies. Contemporaneously with the filing of this Application, EFH and certain of its subsidiaries, including EFCH, are seeking a Private Letter Ruling from the Internal Revenue Service to approve the tax treatment of the proposed transactions.

III. SUPPORTING INFORMATION A. General Corporate Information The following is the name of the NRC licensee affected by the proposed internal transactions and indirect transfer of the Licenses:

Luminant Generation Company LLC The following are the names of the parent corporate entities that after the proposed transaction will directly or indirectly own the licensee:

Energy Future Holdings Corp.

Energy Future Competitive Holdings Company Texas Competitive Electric Holdings Company LLC Luminant Holding Company LLC The parent company relationships of the licensed corporate entity both before and after the transfer are reflected in Exhibits A and B. The information regarding each corporate entity Application TXX-12149 Page 7 required by 10 CFR 50.33(d)(3) is provided in Exhibit C. This information is current for the existing entities and planned for the post-transaction organization.

All of the current and proposed directors and executive personnel of the corporate entities are citizens of the United States, except Brandon Freiman, a Board member who is a citizen of Canada. In addition, another board member, Jonathan Smidt, is a citizen of both the United States and South Africa.

1. No Foreign Ownership, Control or Domination No material changes have been made to the U.S.-based control exercised through the ownership structure of EFH and its subsidiaries that own CPNPP since the NRC approved EFH's (then TXU Corp.'s) change in ownership in 2007. In addition, there are no material adverse changes to the other information previously provided regarding both U.S.-based control exercised through the ownership structure of EFH and the citizenship of EFH's and Luminant Power's directors and key management personnel. Since approval in 2007, one EFH board member, who had been only a foreign citizen, has become a U.S. citizen, and a new EFH board member with Canadian citizenship has joined the EFH board. Thus, EFH continues to have just one non-U.S. citizen board member.

On September 10, 2007, the NRC determined in its safety analysis report approving the license transfers for the structure of the then "TXU Corp." would "not result in any foreign ownership, domination, or control of TXU Power within the meaning of the AEA." Because, since the 2007 approval, there have been no material changes to the U.S.-based control exercised through the ownership structure of EFH, the successor company to TXU Corp., and its subsidiaries that own CPNPP, and there are no material changes being made as a result of the proposed transaction, there will continue to be no foreign ownership, control or domination (FOCD) of EFH or its subsidiaries, including Luminant Power.

Application TXX-12149 Page 8 In addition, the NRC staff has previously imposed negation measures to address any potential FOCD issue in the form of the following License Condition 2.C.(9) in each of the Licenses for CPNPP:

Following the subject indirect transfer of control of the licenses, all of the officers of the general partner or controlling member of the licensee of CPNPP shall be U.S. citizens. This condition may be amended upon application by the licensee and approval by the Director of the Office of Nuclear Reactor Regulation.

Luminant Power and its controlling member, Luminant Holding Company LLC, have complied and will continue to comply with this License Condition.

B. Technical Qualifications The technical qualifications of Luminant Power to operate CPNPP are not affected by the proposed transaction. There will be no physical changes to CPNPP and no changes in the day-to-day operations of Luminant Power in connection with the proposed transactions.

Luminant Power will at all times remain the licensed operator of CPNPP, and there will be no changes in the Luminant Power senior management team resulting from the proposed transactions.

C. Financial Qualifications The following information confirms that Luminant Power will continue to possess, or have reasonable assurance of obtaining, the funds necessary to cover the estimated operating costs of CPNPP for the period of the Licenses in accordance with 10 CFR 50.33(f)(2) and the Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance (NUREG- 1577, Rev. 1).

Financial information concerning EFH as a whole is contained in the EFH Annual Report for the year ending December 31, 2011, as filed by EFH with the Securities and Exchange Application TXX-12149 Page 9 Commission (SEC) on February 21, 2012. A copy of this filing, SEC Form I0-K, is maintained by the SEC at:

http://www.sec.gov/Archives/edgar/data/1023291/000102329112000004/efh-20111231 xI Ok.htm EFH's income statement for the year ended December 31, 2011 and balance sheet as of December 31, 2011 are provided in Item 6 at pages 50-51 of the Annual Report. This Annual Report shows that EFH had total assets of more than $44 billion, including net property, plant and equipment of more than $19 billion.

Luminant Power is providing financial information, which includes: (l)proforma projected income statement for CPNPP as a stand-alone operation for the five-year period from January 1, 2013 through December 31, 2017; (2) a balance sheet as of December 31, 2011, and proforma projected income statement for Luminant Power as a whole (including its non-nuclear generation assets) for the same five-year period; and (3) a balance sheet of Luminant Holding Company LLC as of December 31, 2011. Copies of the balance sheets and projected income statements (with related schedules) are contained in a proprietary version of Exhibit D provided in a separate Addendum. Luminant Power requests that this Addendum be withheld from public disclosure, as described in the Section 2.390 Affidavit of Fred W. Madden. (Redacted versions of these documents, suitable for public disclosure, are contained in the Exhibit D.) These financial data demonstrate that CPNPP alone possesses, or has reasonable assurance of obtaining, funds necessary to cover its estimated operating costs during this period. These financial data also demonstrate that Luminant Power possesses, or has reasonable assurance of obtaining, funds necessary to comply with its responsibilities as the licensee.

Luminant Power notes that its projected net income is substantially impacted by depreciation and amortization charges required by the purchase accounting rules found in generally accepted accounting principles. These rules are applicable to EFH and Luminant Apptication TXX-12149 Page 10 Power because of the acquisition of EFH in 2007 by its current owners. This depreciation and amortization is a non-cash item. Thus, Luminant Power's earnings before interest, taxes, depreciation and amortization (EBITDA) and its separate Clash Flow statement demonstrate an ample availability of operating cash flow to support the safe operation of CPNPP.

Theproforma projected income statements show that anticipated revenues from sales of energy from CPNPP provide reasonable assurance of an adequate source of funds to meet the needs and obligations for CPNPP's ongoing operating and maintenance expenses. Furthermore, the proforma projected income statements for Luminant Power as a whole (including its coal-fired generation assets) demonstrate its capacity to meet its own operating expenses as well as those of CPNPP's ongoing operating and maintenance expenses.

Finally, the financial statements demonstrate that, following the transaction, Luminant Power will continue to be financially qualified to own CPNPP. Luminant Power will continue, by itself and through its affiliates, to sell its generation in the ERCOT wholesale power markets.

The projected income statements through 2017 show that anticipated revenues from sales of energy from Luminant Power's existing capacity provide assurance that Luminant Power will have an adequate source of funds to support its operating expenses, including support for CPNPP on an ongoing basis.

In addition, Luminant Holding Company LLC, the parent company of Luminant Power, provided Luminant Power with a support agreement in the amount of $250 million in 2007. In connection with the proposed transaction, Luminant Power proposes to increase the amount available under this support agreement to $300 million, which provides a source of funding in an amount that is adequate to fund approximately one year's worth of the average projected expense for the fixed operations and maintenance (O&M) of CPNPP. This proposed financial support exceeds the guidance (source of funds for six month's worth of fixed O&M) set forth in the Application TXX-12149 Page 11 NRC's "Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance,"Section III. 1.b, NUREG-1577, Rev. 1. A copy of the executed support agreement was provided by Luminant Power's letter (CP-200700046) dated November 5, 2007 (ADAMS Accession No. ML073180490). The proprietary version of Exhibit D in the attached addendum also provides balance sheet and projected income information for Luminant Holding Company LLC.

D. Decommissioning Funding The financial qualifications of Luminant Power to continue to own the 100% undivided ownership interest in CPNPP are further demonstrated by the fact that Luminant Power will continue to provide financial assurance for decommissioning funding in accordance with 10 CFR 50.75(e)(1)(i) and (ii), using the external sinking fund method with access to non-bypassable charges to retail electric customers. See Texas Utilities Code § 39.205. Luminant Power currently maintains and will continue to maintain decommissioning trust funds that have been established to provide funding for decontamination and decommissioning for CPNPP. A report regarding the status of these funds was submitted to the NRC on March 28, 2011, as Luminant Power's biennial 50.75(f) report (Accession number MLI 10960274). Luminant Power is filing an update to this status report separately to be filed soon after submitting this Application.

In addition, Luminant Power will continue to receive contributions to those trust funds pursuant to a non-bypassable charge (within the meaning of 10 CFR 50.75(e)(1)(ii)(B)). These decommissioning funding arrangements were specifically approved by the Public Utility Commission of Texas. These arrangements assure that Luminant Power will have the total amount of funds estimated to be needed for decommissioning pursuant to 10 CFR 50.75.

Application TXX-12149 Page 12 E. No Antitrust Considerations In accordance with the Commission's decision in Kansas Gas and Electric Company (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 N.R.C. 441 (1999), antitrust reviews of license transfer applications after initial licensing are not required by the AEA.

F. Nuclear Insurance The proposed transactions do not affect the existing Price-Anderson indemnity agreement for CPNPP, and does not affect the required nuclear property damage insurance pursuant to 10 CFR 50.54(w) and nuclear energy liability insurance pursuant to Section 170 of the Act and 10 CFR Part 140.

G. Standard Contract for Disposal of Spent Nuclear Fuel The proposed transactions do not affect the existing standard contracts to which Luminant Power is a party.

H. Agreement to Limit Access to Restricted Data This Application does not involve any Restricted Data or other classified defense information. Furthermore, it is not expected that any such information will be raised or required by the licensed activities at CPNPP. In the event that licensed activities do involve Restricted Data in the future, Luminant Power continues to agree that it will appropriately safeguard such information. Restricted or classified defense information will not be provided to any individual until the Office of Personnel Management investigates and reports to the NRC on the character, associations, and loyalty of such individual, and the NRC determines that permitting such person to have access to Restricted Data will not endanger the common defense and security of the United States.

Application TXX-12149 Page 13 I. Environmental Review The proposed transactions will not result in any change in the types, or any increase in the amounts, of any effluents that may be released off-site, and will not cause any increase in individual or cumulative occupational radiation exposure. Further, the NRC has determined in 10 CFR 51.22(c)(2 1) that license transfers are categorically exempt from further environmental review. Accordingly, the transactions will involve no significant environmental impact.

J. Independent Spent Fuel Storage Installation The proposed transaction does not affect the Independent Spent Fuel Storage Installation (ISFSI) general license issued for the storage of spent fuel at CPNPP pursuant to Subpart K of 10 CFR 50.72.

IV. EFFECTIVE DATE Luminant Power requests that the NRC review this application on a schedule that will permit issuance of an order consenting to the requested indirect license transfer as promptly as possible, and in any event on or before December 28, 2012. Such consent should be immediately effective upon issuance and should permit the transfer and the implementation date of the conforming amendment to occur any time within one year after the approval is issued.

V. CONCLUSION For the reasons stated above, Luminant Power respectfully submits that the proposed indirect transfer of Luminant Power's ownership interests in CPNPP is consistent with the requirements set forth in the AEA, NRC regulations, and the relevant NRC Licenses and orders.

Luminant Power therefore respectfully requests that, in accordance with Section 184 of the AEA and 10 CFR 50.80, the NRC consent to the indirect transfers.

Enclosure I Affirmation TXX-12149 Page 1 Affirmation I, Fred W. Madden, being duly sworn, state that I am the Director, Oversight and Regulatory Affairs for Comanche Peak Nuclear Power Plant, Luminant Generation Company LLC

("Luminant Power"), that I am authorized to sign and file this Application with the Nuclear Regulatory Commission on behalf of Luminant Power and its affiliates, and that the statements made and the matters set forth herein pertaining to Luminant Power and its affiliates are true and correct to the best of my knowledge, information, and belief.

Luminant Generation Company LLC Director, Oversight and Regulatory Affairs STATE OF T7 (ctS COUNTY OF 6 ~~ -4e Subscribed and sworn to before me, a Notary Public, in and for the County and State above named, this 11 th day of October 2012.

"* Notary Public, State of Texas I t *., My Commission Expires Mo July 21, 2015 My Commission Expires: 7 *, (i5 Affidavit TXX-12149 Page 1 10 CFR 2.390 AFFIDAVIT OF FRED W. MADDEN I, Fred W. Madden, Director, Oversight and Regulatory Affairs state that:

1. I am authorized to execute this affidavit on behalf of Luminant Generation Company LLC ("Luminant Power") and its affiliates.

2. Luminant Power is providing information in support of its "Application for Order Approving Indirect Transfer of Licenses." The Proprietary Versions of Exhibit D being provided in the separately bound Addendum to this application contain financial pro forma statements related to anticipated revenues from sales of energy and capacity from Comanche Peak Nuclear Power Plant (CPNPP) and confidential information regarding anticipated assets, liabilities and capital structure at the time of transfer. These documents constitute proprietary commercial and financial information that should be held in confidence by the NRC pursuant to the policy reflected in 10 CFR 2.390(a)(4) and 9.17(a)(4), because:

a. This information is and has been held in confidence by Luminant Power and its affiliates.

b. This information is of a type that is held in confidence by Luminant Power and its affiliates, and there is a rational basis for doing so because the information contains sensitive financial competitive information concerning Luminant Power affiliates' anticipated revenues and operating expenses.

c. This information is being transmitted to the NRC in confidence.

d. This information is not available in public sources and could not be gathered readily from other publicly available information.

e. Public disclosure of this information would create substantial harm to the competitive position of Luminant Power by disclosing its internal financial pro form statements and the commercial terms of a unique transaction to other parties whose commercial interests may be adverse to those of Luminant Power.

Affidavit TXX-12149 Page 2

3. Accordingly, Luminant Power requests that the designated documents be withheld from public disclosure pursuant to the policy reflected in 10 CFR 2.390(a)(4) and 9.17(a)(4).

Luminant Generation Company LLC A d i. M.Madden 6n Director, Oversight and Regulatory Affairs STATE OF ___e \(___5 COUNTY OF S 0 ____e r\1 e__

Subscribed and sworn to me, a Notary Public, in and for the County and State above named, this 11th day of October 2012.

roDEBRA LOUISE PILIA MyWCom, SNotary Public, St'ate of Texas Comisio Juy Expre1M Commission Expires:7 .Ii Exhibit A TXX-12149 Page 1 SIMPLIFIED ORGANIZATION CHART- CURRENT Energy Future Holdings Corp.

(TX)

Energy Future Competitive Holdings Company (TX)

I Texas Competitive Electric Holdings Company LLC (DE)

Luminant Holding Company LLC (TX)

I Luminant Generation Company LLC (TX)

Exhibit B TXX-12149 Page 1 SIMPLIFIED ORGANIZATION CHART- INTENDED Energy Future Holdings Corp.

(TX)

Energy Future Competitive Holdings Company LLC (DE)

Texas Competitive Electric Holdings Company LLC (DE)

I Luminant Holding Company LLC (TX)

I Luminant Generation Company LLC (TX)

Encdosure 1 Exhibit C TXX-12149 Page 1 NAME: Energy Future Holdings Corp.

STATE OF INCORPORATION:

BUSINESS ADDRESS: 1601 Bryan Street Dallas, TX 75201 Acosta, Arcilia C.

Bonderman, David Evans, Donald L.

Ferguson, Thomas D.

Freiman, Brandon A.*

Lebovitz, Scott DIRECTORS: Liaw, Jeffrey Lipschultz, Marc S.

MacDougall, Michael Olson, Lyndon L. Jr.

Pontarelli, Kenneth Reilly, William K.

Smidt, Jonathan D.**

Young, John F.

Youngblood, Kneeland Young, John F. President and Chief Executive Officer Keglevic, Paul M. Executive Vice President and Chief Financial Officer McFarland, M. A. Executive Vice President Dore, Stacey H. Senior Vice President and EXECUTIVE PERSONNEL General Counsel Horton, Anthony R. Senior Vice President, Treasurer and Assistant Secretary Howard, Carla A. Senior Vice President and General Tax Counsel Kirby, Carrie L. Senior Vice President O'Brien, John D. Senior Vice President Szlauderbach, Stanley J. Senior Vice President and Controller

• Citizen of Canada

• • Citizen of the United States and South Africa

Enctosure 1 Exhibit C TXX-12149 Page 2 NAME: Energy Future Competitive Holdings Company STATE OF Texas INCORPORATION:

BUSINESS ADDRESS: 1601 Bryan Street Dallas, TX 75201 Acosta, Arcilia C.

Keglevic, Paul M.

DIRECTORS: Lebovitz, Scott MacDougall, Michael Smidt, Jonathan D.*

Young, John F.

Young, John F. Chair, President and Chief Executive Enze, Charles R. Executive Vice President EXECUTIVE PERSONNEL Keglevic, Paul M. Executive Vice President and Chief Financial Officer Dore, Stacey H. Senior Vice President and General Counsel Szlauderbach, Senior Vice President and Stanley J. Controller

• Citizen of the United States and South Africa.

Exhibit C TXX- 12149 Page 3 NAME: Texas Competitive Electric Holdings Company LLC STATE OF Delaware INCORPORATION:

SADDRESS: 1601 Bryan Street Dallas, TX 75201 Acosta, Arcilia C.

Keglevic, Paul M.

MANAGERS: Lebovitz, Scott MacDougall, Michael Smidt, Jonathan D.*

Young, John F.

Young, John F. Chair, President and Chief Executive Burke, James A. Executive Vice President Keglevic, Paul M. Executive Vice President and Chief EXECUTIVE PERSONNEL Financial Officer McFarland, M. A. Executive Vice President Dore, Stacey H. Senior Vice President and General Counsel Frenzel, Robert C. Senior Vice President Szlauderbach, Stanley J. Senior Vice President

• Citizen of the United States and South Africa.

Enctosure 1 Exhibit C TXX-12149 Page 4 NAME: Luminant Holding Company LLC STATE OF Delaware INCORPORATION:

BUSINESS ADDRESS: 1601 DlaT Bryan 50 Street Dallas, TX 75201 MANAGERS: Campbell, David A.

Young, John F.

Campbell, David A. Chairman of the Board, President and Chief Executive Enze, Charles R. Executive Vice President and Chief Executive of Generation Construction McFarland, M. A. Executive Vice President and Chief Commercial Officer Williams, E. Michael Chief Fossil Officer EXECUTIVE PERSONNEL Flores, Rafael Senior Vice President and Chief Nuclear Officer Frenzel, Robert C. Senior Vice President and Chief Financial Officer Glacken, Shawn Senior Vice President Kirby, Carrie L. Senior Vice President Szlauderbach, Senior Vice President and Stanley J. Controller Exhibit C TXX-12149 Page 5 NAME: Luminant Generation Company LLC STATE OF Texas INCORPORATION:

BUSINESS ADDRESS: 1601 Bryan Street Dallas, TX 75201 MANAGERS: Campbell, David A.

Keglevic, Paul M.

Campbell, David A. Chairman of the Board, President and Chief Executive Enze, Charles R. Executive Vice President and Chief Executive Officer of Construction McFarland, M. A. Executive Vice President and Chief Commercial Officer Williams, E. Michael Chief Fossil Officer EXECUTIVE PERSONNEL Federwisch, Richard R. Senior Vice President Flores, Rafael Senior Vice President and Chief Nuclear Officer Frenzel, Robert C. Senior Vice President and Chief Financial Officer Glacken, Shawn Senior Vice President Kopenitz, Stephen J. Senior Vice President Szlauderbach, Stanley J. Senior Vice President Exhibit D (Non-Proprietary)

TXX-12149 Pale 1 Balance Sheets Exhibit D (Non-Proprietary)

TXX-12149

?.*.*e 2 LUMINANT GENERATION COMPANY LLC CONSOLIDATED BALANCE SHEET (unaudited)

(millions of dollars)

December 31, 2011 ASSETS Current assets:

Cash and cash equivalents ......................................................................................................

A ccounts receivable from affi liates ........................................................................................

Advances to parent/affiliates due currently ............................................................................

Trade accounts receivable - net .............................................................................................

Inventories .............................................................................................................................

Comm odity derivative contract assets ....................................................................................

Other current assets ................................................................................................................

Total current assets ..............................................

Property, plant and equipment - net ..........................................................................................

Advances to parent/affiliates .....................................................................................................

Goodw ill ...................................................................................................................................

Investm ents ..............................................................................................................................

Identifiable intangible assets - net ............................................................................................

Comm odity derivative contract assets .......................................................................................

Other noncurrent assets .............................................................................................................

Total assets .........................................................................................................................

LIABILITIES AND MEMBERSHIP INTERESTS Current liabilities:

Trade accounts payable ..........................................................................................................

Note payable to Oncor ............................................................................................................

Long-term debt due currently .................................................................................................

Accum ulated deferred income taxes ......................................................................................

M ining reclam ation liability ...................................................................................................

Accrued taxes other than income ............. V..........................

Comm odity derivative contract liabilities ..............................................................................

Other current liabilities ...........................................................................................................

Total current liabilities .......................................................................................................

Comm odity derivative contract liabilities .................................................................................

Long-term debt, less am ounts due currently .............................................................................

N ote payable to Oncor ..............................................................................................................

Asset retirement and mining reclamation liability, less amounts due currently ................

Deferred credit related to unfavorable contracts - net ..............................................................

Accum ulated deferred incom e taxes .........................................................................................

Other noncurrent liabilities and deferred credits .......................................................................

Total liabilities ...................................................................................................................

Generation mem bership interests ..............................................................................................

N oncontrolling interests in consolidated affi liates ....................................................................

Total m embership interests .......................................................................................................

Total liabilities and m embership interests .........................................................................

Exhibit D (Non-Proprietary)

T. Y,-12149 LUMINANT HOLDING COMPANY LLC CONSOLIDATED BALANCE SHEET (unaudited)

(millions of dollars)

December 31, 2011 ASSETS Current assets:

Cash and cash equivalents ......................................................................................................

Restricted cash ........................................................................................................................

Accounts receivable from affi liates ........................................................................................

Advances to parent/affi liates due currently ............................................................................

Trade accounts receivable - net .............................................................................................

Inventories ..............................................................................................................................

Com m odity derivative contract assets ....................................................................................

Other current assets ................................................................................................................

Total current assets ............................................................................................................

Property, plant and equipm ent - net ..........................................................................................

Advances to parent/affi liates .....................................................................................................

G oo d w ill ...................................................................................................................................

Investm ents ...............................................................................................................................

Identifiable intangible assets - net ............................................................................................

Comm odity derivative contract assets .......................................................................................

Other noncurrent assets .............................................................................................................

Total assets .........................................................................................................................

LIABILITIES AND MEMBERSHIP INTERESTS Current liabilities:

Trade accounts payable ..........................................................................................................

Note payable to Oncor ............................................................................................................

Long-term debt due currently ................................................................................................

Accumulated deferred incom e taxes ......................................................................................

M ining reclam ation liability ...................................................................................................

Accrued taxes other than income ...........................................................................................

Com modity derivative contract liabilities ..............................................................................

M argin deposits rrelated com modity positions ......................................................................

Other current liabilities ...........................................................................................................

Total current liabilities .......................................................................................................

Comm odity derivative contract liabilities .................................................................................

Long-term debt, less am ounts due currently ............................................................................

Note payable to Oncor ..............................................................................................................

Asset retirement and mining reclamation liability, less amounts due currently ........................

Deferred credit related to unfavorable contracts - net ..............................................................

Accumulated deferred incom e taxes .........................................................................................

Other noncurrent liabilities and deferred credits .......................................................................

Total liabilities ...................................................................................................................

Lum inant Holding m embership interests ..................................................................................

Noncontrolling interests in consolidated affi liates ....................................................................

Total m embership interests .......................................................................................................

Total liabilities and membership interests .................................

Exhibit D (Non-Proprietary)

TXX-12149 Page 4 Base Cases

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 5 Comanche Peak Units: Base Case

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E INCOME STATEMENT' Revenues Fuel & Purchased Power Gross Margin Operations & Maintenance Expense Luminant Allocated Overhead Property Taxes Other Income / (Expense)

EBITDA Depreciation &Amortization EBIT Interest Expense Interest Income & Special Projects EBT Tax Expense Net Income Fixed O&M Expense Detail Base O&M Outage O&M Special Project O&M Total O&M CASH FLOW STATEMENT' Net Income Depredation & Amortization Deferred Taxes Change in Working Capital Operating Cash Flow Nuclear Fuel Capital Expenditures Other Existing Asset Capital Expenditures 2 Free Cash Flow Before Environmental Retrofit Program 3

Environmental retrofit capital expenditures Free Cash FIOW4

' Financial Statements represent a management reporting view and therefore exclude attribution of any parent level debt 2 Excludes construction and environmental retrofit capital expenditures detailed below 3 Environmental retrofit capital expenditures related to upgrading emissions control equipment at existing Luminant Holding coal units Commitments for $2.054 billionof revolving credit facilities are available for any operational purposes. As of June 30,2012, $1.869 billion was available for use

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 6 Comanche Peak Units: Base Case

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E COMPOSITION OF REVENUE PROJECTIONS Capacity (End of Year)

Coal - merchant [MW]

Coal - contract [MW]

Nuclear [MW]

Total [MW]

Nuclear Capacity Factor Production, net of auxitliary load Coal - merchant [TWh]

Coal - contract [TWh]

Nuclear (TWh]

Total [TWh]

Pricing Assumptions (July 31, 2012)

Gas price (HSC) [$/ MMBtu[

Heat Rate Achieved (HSC) [MMBtu / MWh]

7*24 Power price ERCOT pricing [$ I MWh]

Commodity Exposure - Natural Gas Nuclear plant exposure (Million MM1tu[

Forward power sales (Alcoa) [MillionMM1tu]

5 Natural gas hedges allocated [MillionMMB1tu Net natural gas exposure [Million MMBtu]

Sensitivity to -/- $1 move A$MMJ Commodity Exposure - Heat Rate Nuclear plant exposure [TWh]

Forward power sales [TWh]

Net heat rate exposure [TWh]

Sensitivity to +/- 0.25X HR change A$MM)

Revenue summary Nuclear plant revenues [$ MM]

Other deregulated revenues [$ MM]

Regulated revenues [$ MM]

Intercompany eliminations [$ MM]

Total [$ MM]

Hedges am allocated based on the percent of merchant generation relatve to the entire merchant generation portfolio, but do not reside at the Comanche Peak level.

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 7 Luminant Power: Base Case

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E INCOME STATEMENT' Revenues Fuel & Purchased Power Gross Margin Operations & Maintenance Expense Luminant Allocated Overhead Property Taxes Other Income / (Expense)

EBITDA Depreciation & Amortization EBIT Interest Expense Interest Income & Special Projects EST Tax Expense Net Income CASH FLOW STATEMENT' Net Income Depreciation & Amortization Deferred Taxes Change in Working Capital Operating Cash Flow Existing Asset Capital Expenditures (including nuclear fuel) 2 Free Cash Flow Before Environmental Retrofit Program Environmental retrofit capital expenditures' 4

Free Cash Flow

' Financial Statements represent a management reporting view and therefore exclude attribution of any parent level debt 2 Excludes construction and environmental retrofit capital expenditures detailed below 3 Environmental retrofit capital expenditures related to upgrading emissions control equipment at existing Luminant Holding coal units 4 Commitments for $2 054 billion of revolving credit facilities are available for any operational purposes. As of June 30, 2012, $1 869 billion was available for use

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 8 Luminant Power: Base Case

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E COMPOSITION OF REVENUE PROJECTIONS Capacity (End of Year)

Coal - merchant [MW]

Coal - contract [MW]

Nuclear [MW]

Total [MW]

Production, net of auxilliary load Coal - merchant [TWh]

Coal - contracl [TWh]

Nuclear [TWh]

Total [TWh]

Pricing Assumptions (July 31, 2012)

Gas price (HSC) [$ / MMBtu]

Heat Rate Achieved (HSC) [MMBtu / MWh]

7*24 Power price ERCOT pricing i$ / MWh]

Commodity Exposure - Natural Gas Coal & nuclear plant exposure [Million MMBtu]

Forward power sales (Alcoa) [Million MMBtu]

5 Natural gas hedges allocated [Million MMB1u]

Net natural gas exposure [Million MMBtu]

Sensitivity to +/- $1 move 1$MM]

Commodity Exposure - Heat Rate Coal & nuclear plant exposure [TWhJ Forward power sales [TWh]

Net heat rate exposure [TWh]

Sensitivity to +/- 0.25X HR change [$ MM]

Revenue summary Coal, gas & nuclear plant revenues [s MM]

Other deregulated revenues [s MM]

Regulated revenues [S MM]

Intercompany eliminations [s MM]

Total [$ MM]

5 Hedges are allocated based on the percent of merchant generation relative to the entire merchant generation portfolio, but do not reside at the plant or Luminant Power level.

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 9 Luminant Holding: Base Case

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E INCOME STATEMENT' Revenues Fuel & Purchased Power Gross Margin Operations & Maintenance Expense General & Administrative Other Income / (Expense)

EBITDA Depreciation & Amortization EBIT Interest Expense Interest Income & Special Projects EBT Tax Expense Net Income 1

CASH FLOW STATEMENT Net Income Depreciation & Amortization Deferred Taxes Change in Working Capital Operating Cash Flow Existing Asset Capital Expenditures (including nuclear fuel) 2 Free Cash Flow Before Environmental Retrofit Program 3

Environmental retrofit capital expenditures 4

Free Cash Flow Financial Statements represent a management reporting view and therefore exclude attdbution of any parent level debt 2 Excludes construction and environmental retrofit capital expenditures detailed below 3 Environmental retrofit capital expenditures related to upgrading emissions control equipment at existing Luminant Holding coal units 4 Commitments for $2 054 billion of revolving credit facilities are available for any operational purposes. As of June 30, 2012, $1 869 billion was available for use

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 10 Luminant Holding: Base Case

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E COMPOSITION OF REVENUE PROJECTIONS Capacity (End of Year)

Coal - merchant [MW]

Coal - contract [MW]

Nuclear [MW]

Total [MW]

Production, net of auxilliary load Coal - merchant [TWh]

Coal - contract [TWh]

Nuclear [TWh]

Total [TWh]

Pricing Assumptions (July 31, 2012)

Gas price (HSC) [$ / MMBIu]

Heat Rate Achieved (HSC) [MMBtu / MWh]

7*24 Power price ERCOT pricing [$ / MWh]

Commodity Exposure - Natural Gas Coal & nuclear plant exposure [Million MMB1tu Forward power sales (Alcoa) [Million MMBtuj Natural gas hedges allocated [Million MMBtuj Net natural gas exposure [Million MMBtu]

Sensitivity to +/- $1 move [$ MMJ Commodity Exposure - Heat Rate Coal & nuclear plant exposure [TWh]

Forward power sales [TWh]

Net heat rate exposure [TWh]

Sensitivity to +/- 0.25X HR change [$ MM]

Revenue summary Coal & nuclear plant revenues [$ MM]

Other deregulated revenues [$ MM]

Regulated revenues i$ MM]

Intercompany eliminations i$ MM]

Total [$ MM]

Exhibit D (Non-Proprietary)

TXX-12149 Page 11 Capacity Factor Cases

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 12 Comanche Peak Units: Sensitivity - 10% decrease in Capacity Factor

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E INCOME STATEMENT' Revenues Fuel & Purchased Power Gross Margin Operations & Maintenance Expense Luminant Allocated Overhead Property Taxes Other Income / (Expense)

EBITDA Depreciation & Amortization EBIT Interest Expense Interest Income & Special Projects EBT Tax Expense Net Income Fixed O&M Expense Detail Base O&M Outage O&M O&M Projects Total O&M 1

CASH FLOW STATEMENT Net Income Depreciation & Amortization Deferred Taxes Change in Working Capital Operating Cash Flow Nuclear Fuel Capital Expenditures Other Existing Asset Capital Expenditures Free Cash Flow Before Environmental Retrofit Progra M2 Environmental retrofit capital expenditures' Free Cash Flow4 Note: Case represents a 10% decrease in Comanche Peak capacity factors relative to those in the base case.

Financial Statements represent a management reporting vise and therefore exclude attiibutian of any parent level debt 2 Excludes construction and environmental retmfitcapital expenditures detailed below.

3 Environmental retrofitcapital expenditures related to upgrading emissions control equipment at existing Luminant Holding coal units Commitments for $2.054 billionof revolving credit facilities are available for any operational purposes. As of June 30. 2012, $1.869 billionwas available for use

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 13 Comanche Peak Units: Sensitivity - 10% decrease in Capacity Factor

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E COMPOSITION OF REVENUE PROJECTIONS Capacity (End of Year)

Coal - merchant [MW)

Coal - contract [MW)

Nuclear [MW]

Total [MW]

Nuclear Capacity Factor' [%]

Production, net of auxilliary load Coal - merchant [TWhj Coal - contract [TWh]

Nuclear [TWh]

Total [TWh]

Pricing Assumptions (July 31, 2012)

Gas price (HSC) [$ / MMBtu]

Heat Rate Achieved (HSC) [MMBtu / MWh]

7*24 Power price ERCOT pricing [$ / MWh]

Commodity Exposure - Natural Gas Nuclear plant exposure [Million MMBtu]

Forward power sales (Alcoa) (MillionMMBtu]

6 Natural gas hedges allocated [MillionMMBtu]

Net natural gas exposure [Million MMBtu]

Sensitivity to -/- $1 move A$MM)

Commodity Exposure - Heat Rate Nuclear plant exposure [TWh]

Forward power sales [TWh]

Net heat rate exposure [TWh]

Sensitivity to +/- 0.25X HR change A$MM)

Revenue summary Nuclear plant revenues [$ MM]

Other deregulated revenues [$MM]

Regulated revenues [$MM)

Intercompany eliminations [$MM)

Total [$ MM]

Nuclear capacity factor calculated based on 2.443MW (priorto capacity sensitivity).

6 Hedges are allocated based on the percent of merchant generation relative to the entire merchant generation portfolio,but do not reside at the Comanche Peak level

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 14 Luminant Power: Sensitivity - 10% decrease in Capacity Factor

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E 1

INCOME STATEMENT Revenues Fuel & Purchased Power Gross Margin Operations & Maintenance Expense Luminant Allocated Overhead Property Taxes Other Income / (Expense)

EBITDA Depreciation & Amortization EBIT Interest Expense Interest Income & Special Projects EBT Tax Expense Net Income 1

CASH FLOW STATEMENT Net Income Depreciation & Amortization Deferred Taxes Change in Working Capital Operating Cash Flow Existing Asset Capital Expenditures (including nuclear fuel) 2 Free Cash Flow Before Environmental Retrofit Program 3

Environmental retrofit capital expenditures 4

Free Cash Flow Note: Case represents a 10% decrease in Comanche Peak capacity factors relative to those in the base case.

' Financial Statements represent a management reporting view and therefore exclude attribution of any parent level debt 2 Excludes construction and environmental retrofit capital expenditures detailed below 3 Environmental retrofit capital expenditures related to upgrading emissions control equipment at existing Luminant Holding coal units 4 Commitments for $2 054 billion of revolving credit facilities am available for any operational purposes. As of June 30, 2012, $1 869 billion was available for use

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 15 Luminant Power: Sensitivity - 10% decrease in Capacity Factor

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E COMPOSITION OF REVENUE PROJECTIONS Capacity (End of Year)

Coal - merchant [MW]

Coal - contract [MW]

Nuclear [MW]

Total [MW]

Production, net of auxitliary load Coal - merchant [TWhj Coal - contract [TWh]

Nuclear [TWhJ Total [TWh]

Pricing Assumptions (July 31, 2012)

Gas price (HSC) [$ / MMBtu]

Heat Rate Achieved (HSC) [MMBtu / MWh]

7*24 Power price ERCOT pricing [$ / MWh]

Commodity Exposure - Natural Gas Coal & nuclear plant exposure [Million MMBtu]

Forward power sales (Alcoa) [Million MMBtu]

Natural gas hedges allocated' [Million MMBtu]

Net natural gas exposure [Million MMBtu]

Sensitivity to +/- $1 move [$ MM]

Commodity Exposure - Heat Rate Coal & nuclear plant exposure [TWh]

Forward power sales [TWh[

Net heat rate exposure [TWh]

Sensitivity to +/- 0.25X HR change [$ MMJ Revenue summary Coal, gas & nuclear plant revenues i$ MM]

Other deregulated revenues i$ MM]

Regulated revenues [$ MM]

Intercompany eliminations [$ MM]

Total [$ MM]

5 Hedges are allocated based on the percent oa merchant generation relative to the entire merchant generation portfolio, but do not reside at the plant or Luminant Power level

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 16 Luminant Holding: Sensitivity - 10% decrease in Capacity Factor

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E INCOME STATEMENT' Revenues Fuel & Purchased Power Gross Margin Operations & Maintenance Expense General & Administrative Other Income / (Expense)

EBITDA Depreciation & Amortization EBIT Interest Expense Interest Income & Special Projects EBT Tax Expense Net Income 1

CASH FLOW STATEMENT Net Income Depreciation & Amortization Deferred Taxes Change in Working Capital Operating Cash Flow Existing Asset Capital Expenditures (including nuclear fuel) 2 Free Cash Flow Before Environmental Retrofit Program 3

Environmental retrofit 4capital expenditures Free Cash Flow Note: Case represents a 10% decrease in Comanche Peak capacity factors relative to those in the base case.

I Financial Statements represent a management reporting view and therefore exclude attribution of any parent level debt 2 Excludes construction and environmental retrofit capital expenditures detailed below.

3 Environmental retrofit capital expenditures related to upgrading emissions control equipment at existing Luminant Holding coal units 4 Commitments for $2 054 billion of revolving credit facilities are available for any operational purposes. As of June 30, 2012, $1 869 billion was available for use

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 17 Luminant Holding: Sensitivity - 10% decrease in Capacity Factor

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E COMPOSITION OF REVENUE PROJECTIONS Capacity (End of Year)

Coal - merchant [MW]

Coal - contract [MW]

Nuclear [MW]

Total [MW]

Production, net of auxilliary load Coal - merchant [TWh]

Coal - contract [TWh]

Nuclear [TWh]

Total [TWh]

Pricing Assumptions (July 31, 2012)

Gas price (HSC) [$ / MMBtu]

Heat Rate Achieved (HSC) [MMBtu / MWh]

7*24 Power price ERCOT pricing [$ / MWh]

Commodity Exposure - Natural Gas Coal & nuclear plant exposure [Million MMBtu]

Forward power sales (Alcoa) [Million MMBtu]

Natural gas hedges allocated [Million MMBtu]

Net natural gas exposure [Million MMBtu]

Sensitivity to +/- $1 move 1$MM]

Commodity Exposure - Heat Rate Coal & nuclear plant exposure [TWh]

Forward power sales [TWh]

Net heat rate exposure [TWh]

Sensitivity to +/- 0.25X HR change [$ MM]

Revenue summary Coal & nuclear plant revenues [$ MM]

Other deregulated revenues [$ MM]

Regulated revenues [$ MM]

Intercompany eliminations [$ MM]

Total [$ MM]

Exhibit D (Non-Proprietary)

TXX-12149 Page 18 Power Price Sensitivities

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 19 Comanche Peak Units: Sensitivity - 10% decrease in Power Price

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E INCOME STATEMENT' Revenues Fuel & Purchased Power Gross Margin Operations & Maintenance Expense Luminant Allocated Overhead Property Taxes Other Income / (Expense)

EBITDA Depreciation & Amortization EBIT Interest Expense Interest Income & Special Projects EBT Tax Expense Net Income Fixed O&M Expense Detail Base O&M Outage O&M O&M Projects Total O&M CASH FLOW STATEMENT' Net Income Depreciation & Amortization Deferred Taxes Change in Working Capital Operating Cash Flow Nuclear Fuel Capital Expenditures Other Existing Asset Capital Expenditures 2 Free Cash Flow Before Environmental Retrofit Program 3

Environmental retrofit capital expenditures Free Cash Flow4 Note: Case represents a 10% decrease in power price relative to the base case driven by a 10% decrease in natural gas prices..

' Financial Statements represent a management reporting view and therefore exclude attribution of any parent level debt 2 Excludes construction and environmental retrofit capital expenditures detailed below.

3 Environmental retrofitcapital expenditures related to upgrading emissions control equipment at existing Luminant Holding coal units 4 Commitments for $2.054 billionof revolving credit facilities are available for any operational purposes. As of June 30, 2012, $1.869 billionwas available for use

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 20 Comanche Peak Units: Sensitivity - 10% decrease in Power Price

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E COMPOSITION OF REVENUE PROJECTIONS Capacity (End of Year)

Coal - merchant [MW]

Coal - contract [MW]

Nuclear [MW]

Total [MW]

Nuclear Capacity Factor Production, net of auxilliary load Coal - merchant [TWh]

Coal - contract [TWh]

Nuclear [TWh]

Total [TWh]

Pricing Assumptions (July 31, 2012)

Gas price (HSC) [$ / MMBtu]

Heat Rate Achieved (HSC) [MMBtu / MWh]

7*24 Power price ERCOT pricing [$ / MWh]

Commodity Exposure - Natural Gas Nuclear plant exposure [Million MMBtu]

Forward power sales (Alcoa) [Million MMBtu]

5 Natural gas hedges allocated [Million MMBIu]

Net natural gas exposure [Million MMBtu]

Sensitivity to +/- $1 move 1$MM]

Commodity Exposure - Heat Rate Nuclear plant exposure [TWh]

Forward power sales [TWh]

Net heat rate exposure [TWh]

Sensitivity to +/- 0.25X HR change [$ MM]

Revenue summary Nuclear plant revenues is MM]

Other deregulated revenues i$ MM]

Regulated revenues [$ MM]

Intercompany eliminations [$ MM]

Total [$MM]

HEDGE IMPACT

SUMMARY

6 EBITDA before Hedge Impact [s MM]

Hedge Impact [$MM]

Adjusted EBITDA [sMM]

Hedges are allocated based on the percent of merchant generation relative to the entire merchant generation portfolio, but do not reside at the Comanche Peak level.

6 For purposes of calculating the hedging impact, each reporting period reflects the EBITimpact from the decrease in the current year's power price only.

However. a 10%degradation in the entire curve would be reflected only in the year of the degradation and would reflect the present value impact of the curve shift.

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 21 Luminant Power: Sensitivity - 10% decrease in Power Price

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E 1

INCOME STATEMENT Revenues Fuel & Purchased Power Gross Margin Opera ions & Maintenance Expense Luminant Allocated Overhead Property Taxes Other Income I (Expense)

EBITDA Deprecia ion & Amortization EBIT Interest Expense Interest Income & Special Projects EBT Tax Expense Net Income 1

CASH FLOW STATEMENT Net Income Deprecia ion & Amortization Deferred Taxes Change in Working Capital Operating Cash Flow Existing Asset Capital Expenditures (including nuclear fuel) 2 Free Cash Flow Before Environmental Retrofit Program 3

Environmental retrofit capital expenditures 4

Free Cash Flow Note: Case represents a 10% decrease in power price relative to the base case driven by a 10% decrease in natural gas prices..

' Financial Statements represent a management reporting view and therefore exclude attribution of any parent level debt 2 Excludes construction and environmental retrofit capital expenditures detailed below.

3 Environmental retrofit capital expenditures related to upgrading emissions control equipment at existing Luminant Holding coal units 4 Commitments for $2 054 billion of revolving credit facilities are available for any operational purposes. As of June 30, 2012, $1.869 billion was available for use

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 22 Luminant Power: Sensitivity - 10% decrease in Power Price

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E COMPOSITION OF REVENUE PROJECTIONS Capacity (End of Year)

Coal - merchant [MW]

Coal - contract [MW]

Nuclear [MW]

Total [MW]

Production, net of auxilliary load Coal - merchant [TWh]

Coal - contract [TWh]

Nuclear [TWhh]

Total [TWh]

Pricing Assumptions (July 31, 2012)

Gas price (HSC) [$ / MMBtu]

Heat Rate Achieved (HSC) [MMBtu / MWh]

7*24 Power price ERCOT pdcing [$ / MWh]

Commodity Exposure - Natural Gas Coal & nuclear plant exposure [Million MMBtu]

Forward power sales (Alcoa) [Million MMBtu]

6 Natural gas hedges allocated [Million MMBtu]

Net natural gas exposure [Million MMBtu]

Sensitivity to +/- $I move [$ MM]

Commodity Exposure - Heat Rate Coal & nuclear plant exposure [TWh]

Forward power sales [TWh]

Net heat rate exposure [TWh]

Sensitivity to +/- 0.25X HR change f$ MM]

Revenue summary Coal, gas & nuclear plant revenues [$ MM]

Other deregulated revenues [$ MM]

Regulated revenues [$ MM]

Intercompany eliminations [$ MM]

Total [$ MM]

7 HEDGE IMPACT

SUMMARY

EBITDA before Hedge Impact [$ MM]

Hedge Impact [$ MM]

Adjusted EBITDA [$MM]

6 Hedges are allocated based on the percent of merchant generation relative to the entire merchant generation portfolio, but do not reside at the plant or Luminant Power level.

7 For purposes of calculating the hedging impact, each reporting period reflects the EBIT impact from the decrease in the current year's power price only.

However, a 10% degradation in the entire curve would be reflected only in the year of the degradation and would reflect the present value impact of the curve shift.

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 23 Luminant Holding: Sensitivity - 10% decrease in Power Price

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E INCOME STATEMENT' Revenues Fuel & Purchased Power Gross Margin Operations & Maintenance Expense General & Administrative Other Income / (Expense)

EBITDA Depreciation & Amortization EBIT Interest Expense Interest Income & Special Projects EBT Tax Expense Net Income 1

CASH FLOW STATEMENT Net Income Depreciation & Amortization Deferred Taxes Change in Working Capital Operating Cash Flow Existing Asset Capital Expenditures (including nuclear fuel) 2 Free Cash Flow Before Environmental Retrofit Program 3

Environmental retrofit capital expenditures 4

Free Cash Flow Note: Case represents a 10% decrease in power price relative to the base case driven by a 10% decrease in natural gas prices..

Financial Statements represent a management reporting view and therefore exclude attribution of any parent level debt 2 Excludes construction and environmental retrofit capital expenditures detailed below.

3 Environmental retrofit capital expenditures related to upgrading emissions control equipment at existing Luminant Holding coal units 4 Commitments for $2.054 billion of revolving credit facilities are available for any operational purposes. As of June 30, 2012, $1.869 billion was available for use

Enclosure 1 Exhibit D (Non-Proprietary)

TXX-12149 Page 24 Luminant Holding: Sensitivity - 10% decrease in Power Price

$ millions, unless noted 2013 E 2014 E 2015 E 2016 E 2017 E COMPOSITION OF REVENUE PROJECTIONS Capacity (End of Year)

Coal - merchant [MW]

Coal - contract [MW]

Nuclear [MW]

Total [MW]

Production, net of auxilliary load Coal - merchant [TWh]

Coal - contract [TWh]

Nuclear [TWh]

Total [TWh]

Pricing Assumptions (July 31, 2012)

Gas price (HSC) [$ / MMBtu]

Heat Rate Achieved (HSC) [MMBtu / MWh]

7*24 Power price ERCOT pricing [$ / MWh]

Commodity Exposure - Natural Gas Coal & nuclear plant exposure [Million MMBtu]

Forward power sales (Alcoa) [Million MMBtu]

5 Natural gas hedges allocated [Million MMBtu]

Net natural gas exposure [Million MMBtu]

Sensitivity to +/- $1 move [$ MM]

Commodity Exposure - Heat Rate Coal & nuclear plant exposure [TWh]

Forward power sales [TWh]

Net heat rate exposure [TWh]

Sensitivity to +/- 0 25X HR change A$MM]

Revenue summary Coal & nuclear plant revenues [$ MM]

Other deregulated revenues [$ MM]

Regulated revenues [$ MM]

Intercompany eliminations [$ MM]

Total [$ MM]

5 HEDGE IMPACT

SUMMARY

EBITDA before Hedge Impact [$ MM]

Hedge Impact [$ MM]

Adjusted EBITDA [$ MM]

5 For purposes of calculating the hedging impact, each reporting period reflects the EBIT impact from the decrease in the current year's power price only.

However, a 10% degradation in the entire curve would be reflected only in the year of the degradation and would reflect the present value impact of the curve shift.