Balance Sheets - NRCIntercompany eliminations [$ MM] Total [$ MM] 2016E 2017E 2018E 2019E 2020E](a)...

Enclosure 3 to TXX-1 6028 (Non-Proprietary) of 18

Balance Sheets


Comanche Peak LLC Balance Sheet 1

Unaudited, Non-GAAP, Projected Financial Data$ millions 2016ASSETS:

Total Current Assets[Net Plant in Service (including intangible assets)Other Noncurrent AssetsTotal Assets

LIABILITIES:Total Current LiabilitiesOther Noncurrent LiabilitiesTotal Liabilities

Total EquityTotal Liabilities & Equity ] (a) through (e)

1 Reflects preliminary pro forma effects of significant accounting adjustments

related to Fresh Start accounting and emergence from bankruptcy, both ofwhich will be applied upon emergence from bankruptcy. Pro forma balancesheet was prepared using simplifying assumptions that the Company wouldapply Fresh Start accounting as of June 30, 2016 and all liabilities subject tocompromise balances were assumed to be satisfied. Actual timing of applyingfresh start accounting is dependent on circumstances and timing ofemergence from bankruptcy.


Operating Company LLC Balance Sheet 1

Unaudited, Non-GAAP, Projected Financial Data

$ millions 2016ASSETS:

Total Current Assets[Net Plant in Service (including goodwill and other intangible assets)Other Noncurrent AssetsTotal Assets

LIABILITIES:Total Current LiabilitiesOther Noncurrent Liabilities

Total Liabilities

Total Equity

Total Liabilities & Equity ] (a) through (e)

i Reflects preliminary pro forma effects of significant accounting adjustments related to

Fresh Start accounting and emergence from bankruptcy, both of which will be applied

upon emergence from bankruptcy. Pro forma balance sheet was prepared usingsimplifying assumptions that the Company would apply Fresh Start accounting as of June30, 2016 and all liabilities subject to compromise balances were assumed to be satisfied.

Actual timing of applying fresh start accounting is dependent on circumstances and timingof emergence from bankruptcy. Capital structure at emergence presumed to includeapproximately[ I billion of new debt. Pro forma balance sheet includes La Frontera (a) through (e)

assets.


Base Cases

Enclosure 3 to TXX-16028 (Non-Proprietary) of 18

Comanche Peak LLC: Base Case$ millions, unless notedUnaudited, Non-GAA0P, Projected Financial Data

INCOME STATEMENT 2

RevenuesFuel & Purchased Power

Gross Margin

Operations & Maintenance ExpenseLuminant Allocated OverheadProperty TaxesOther Income / (Expense)

EBITDA

Depreciation & Amortization'

EBIT

Interest Expenseinterest Income & Special Projects

EBT

Tax ExpenseNet Income

Fixed O&M Expense Detail3

Base O&MOutage O&MSpecial Project O&M

Total O&M

CASH FLOW STATEMENT 2

Net IncomeDepreciation & Amortization'

Deferred TaxesChange in Working Capital

Operating Cash Flow

Nuclear Fuel Capital ExpendituresOther Existing Asset Capital Expenditures

Cash Flow 4

2016E 2017E 2018E 2019E 2020E

1 (a• throuoh (e•

1 Reflects current (preliminary) estimated effects of revaluation of property, plant and equipment under Fresh Start accounting, which will be applied upon emergence frombankruptcy. Does not reflect any potential effects of Fresh Start accounting on other assets, including intangible assets.2 Financial Statements represent a management reporting view.

3Excludes non-cash accretion expense associated with nuclear decommissioning trust funding.4Upon emergence from bankruptcy, commitments for [ ]billion of revolving credit facilities are expected to be available for any operational purposes. (a) through (e)


Comanche Peak LLC: Base Case$ millions, unless notedUnaudited, Non-GAAP, Projected Financial Data

COMPOSITION OF REVENUE PROJECTIONS

Capacity (End of Year)

Coal - merchant [MW]Coal - contract [MW]Nuclear [MW]

Total [MW]

Nuclear Capacity Factor [%]

Production, net of aucilliary loadCoal - merchant [TV~h]Coal - contract [TWh]Nuclear [Fflh]

Total ['rWh]

Pricing Assumptions (December 31, 2015)Gas price (HSC) [$1/ MMBtu]Heat Rate Achieved (HSC) [MMBtu / MWhI7*24 Power price ERCOT pricing [$ / MWh]

Commodity Exposure - Natural GasNuclear plant exposure [Million MMBtu]Forward power sales [Million MMBtu]Natural gas hedges allocated5

[Million MMBtu]Net natural gas exposure [Million MMBtu]Sensitivity to +/- $1 move [$ MM]

Commodity Exposure - Heat RateNuclear plant exposure [rWh]Forward power sales [TWh]Net heat rate exposure [TWh]Sensitivity to +/- O.25X HR change [$ MM]

Revenue summaryNuclear plant revenues [$ MM]Other deregulated revenues [$ MM]Regulated revenues [$ MM]Intercompany eliminations [$ MM]

Total [$ MM]

2016E 2017E 2018E 2019E 2020E

](a) through (e)

5Hedges 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.


Operating Company LLC: Base Case$ millions, unless notedUnaudited, Non-GAAP, Projected Financial Data

INCOME STATEMENT 2


Gross Margin

Operations & Maintenance ExpenseGeneral & AdministrativeOther Income I (Expense)

E:BITDA


E:BIT

Interest Expense3

Interest Income & Special ProjectsEBT




Deferred Taxes - netChange in Working Capital

Operating Cash Flow

Existing Asset Capital Expenditures (including nuclear fuel)Cash Flow 4

2016E 2017E 2018E 2019E 2020E

1 (~ thrAlrnh (~t

Reflects current (preliminary) estimated effects of revaluation of property, plant and equipment under Fresh Start accounting, which will be applied upon emergence frombankruptcy. Does not reflect any potential effects of Fresh Start accounting on other assets, including intangible assets.2 Financial Statements represent a management reporting view. Pro forrma includes La Frontera assets.

32016 excludes any effects of bankruptcy, such as adequate protection and other payments"Upon emergence from bankruptcy, commitments for [ ]billion of revolving credit facilities are expected to be available for any operational purposes. (all through (e)


Operating Company LLC: Base Case$ millions, unless notedUnaudited, Non-GAAP, Projected Financial Data

2016E 2017E 2018E 2019E 2020E


Capacity (End of Year)Coal - merchantCoal - contractNuclear

Total

Production, net of auxilliary loadCoal - merchantCoal - contractNuclear

Total

Pricing Assumptions (December 31, 2015)Gaa price (HSC)Heat Rate Achieved (HSC)7*24 Power price ERCOT pricing

[MW][MW][MW][MW]

[TWh][rNh][TNh][TWh]

[$1/ MMBtu][MMBtu / MWh]

[$1/ MWh]

Commodity Exposure - Natural GasCoal & nuclear plant exposureForward power salesNatural gas hedges allocatedNet natural gas exposureSensitivity to 4/- $1 move

Commodity Exposure - Heat RateCoal & nuclear plant exposureForward power salesNet heat rate exposureSensitivity to +/- 0.25X HR change

Revenue summaryCoal & nuclear plant revenuesOther deregulated revenuesRegulated revenuesIntercompany eliminations

Total

[Million MMBtu][Million MMBtu][Million MMBtu]

[Million MMBtu][$ M M]

[TNh][Tl~h]

[$ MM]

[$ MM][$ MM][$ MM][$ MM][$ MM] ]1(a) through (e)


Capacity Factor Cases


Comanche Peak LLC: Sensitivity - 10% decrease in Capacity Factor$ millions, unless noted _______________________Unaudited, Non-GAAP, Projected Financial Data 2016 E 2017 E 2018 E 2019 E 2020 E

INCOME STATEMENT2


Gross Margin

Operations & Maintenance ExpenseLuminant Allocated OverheadProperty TaxesOther Income I (Expense)

EBITDA

Depreciation & Amortization 1

EBIT

Interest ExpenseInterest Income & Special Projects

EBT


Fixed O&M Expense Detail 3

Base O&MOutage O&MO&M Projects

Total O&M

CASH FLOW STATEMENT2



Operating Cash Flow


Cash Flow4

]1(a) through (e)

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

SReflects current (preliminary) estimated effects of revaluation of property, plant and equipment under Fresh Start accounting, which will be applied upon emergence frombankruptcy. Does not reflect any potential effects of Fresh Start accounting on other assets, including intangible assets.2Financial Statements represent a management reporting view.3Excludes non-cash accretion expense associated with nuclear decommissioning trust funding.4Upon emergence from bankruptcy, commitments for [ ] billion of revolving credit facilities are expected to be available for any operational purposes. (a) through (e)


Comanche Peak LLC: Sensitivity - 10% decrease in Capacity Factor$ millions, unless notedUnaudited, Non-GAAP, Projected Financial Data


Capacity (End of Year)Coal - merchant [MW]Coal - contract [MW]Nuclear [MW]

Total [MW]

Nuclear Capacity Factors [%]

Production, net of auxilliary loadCoal - merchant [rWh]Coal - contract [TWh]Nuclear ['l'h]

Total [TWh]

Pricing Assumptions (December 31, 2015)Gas price (HSC) ($1/ MMBtu]Heat Rate Achieved (HSC) [MMBtu I MWh]7*24 Power price ERCOT pricing [$ / MWh]

Commodity Exposure - Natural GasNuclear plant exposure [Million MMBtu]Forward power sales [Million MMBtu]Natural gas hedges allocated

6 [Million MMBtu]

Net natural gas exposure [Million MMBtu]Sensitivity to +/- $1 move [$ MM]

Commodity Exposure - Heat RateNuclear plant exposure [TWh]Forward power sales [TWh]Net heat rate exposure [TNh]Sensitivity to +/- O.25X HR change !$ MM]

Revenue summaryNuclear plant revenues [$ MM]Other deregulated revenues [$ MM]Regulated revenues [$ MM]Intercompany eliminations [$ MM]

Total [$ MM]

2016E 2017E 2018E 2019E 2020E

](a) through (e)

(a) through (e)sNuclear capacity factor calculated based on [ ] (prior to 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.


Operating Company LLC: Sensitivity - 10% decrease in Capacity Factor$ millions, unless notedUnaudited, Non-GAAP, Projected Financial Data 2016 E 2017 E 2018 E 2019 = 2020 E

INCOME STATEMENT 2


Gross Margin

Operations & Maintenance ExpenseGeneral & AdministrativeOther Income / (Expense)

EBITDA

Depreciation & Amortization1

EBIT

Interest Expense3

In~terest Income & Special Projects

EDT


CASH FLOW STATEMENT2

Net IncomeDepreciation & Amortization

1

Deferred Taxes - netChange in Working Capital

Operating Cash Flaw

Existing Asset Capital Expenditures (including nuclear fuel)Cash Flow4 ] (a) through (e)

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

Reflects current (preliminary) estimated effects of revaluation of property, plant and equipment under Fresh Start accounting, which will be applied upon emergence from

bankruptcy. Does not reflect any potential effects of Fresh Start accounting on other assets, including intangible assets.2Financial Statements represent a management reporting view. Pro forms includes La Frontera assets.

32016 excludes any effects of bankruptcy, such as adequate protection and other paymentsSUpon emergence from bankruptcy, commitments for [ Ibillion of revolving credit facilities are expected to be available for any operational purposes. (a) through (e)


Operating Company LLC: Sensitivity - 10% decrease in Capacity Factor$ millions, unless notedUnaudited, Non-GAAP, Projected Financial Data 2016 E 2017 E 2018 E 2019 E 2020 E



Total

Production, net of auxilliary load

Coal - merchantCoal - contractNuclear

Total

Pricing Assumptions (December 31, 2015)Gaa price (HSC)Heat Rate Achieved (HSC)7*2q Power price ERCOT pricing

Commodity Expoaure - Natural GasCoal & nuclear plant exposureForward power salesNatural gas hedges allocatedNet natural gas exposureSensitivity to +/- $1 move

Commodity Exposure - Heat RateCoal & nuclear plant exposureForward power salesNet heat rate exposureSensitivity to +1- O,25X HR change

[MW][MW][MW][MW]

[TNh][TNh][TWh]

[$ / MMBtu][MMBtu I MWh]

[$ /MWh]


[Million M MBtu]

[$ M M]

[TNh]FNh]l"Wh,]

[$ gg]


Total

[$ MM][$MaM][S MM][$ MM][$ MM] ]1(a) through (e)


Power Price Sensitivities


Comanche Peak LLC: Sensitivity - 10% decrease in Power Price$ millions, unless noted_____________Unaudited, Non-GAAP, Projected Financial Data 2016 E 2017 E 20118E 2019 E 2020 E

INCOME STATEMENT2


Gross Margin

Operations & Maintenance ExpenseLuminant Allocated OverheadProperty TaxesOther Income I (Expense)

EBITDA


EBIT

Interest ExpenseInterest Income & Special Projects

EBT


Fixed O&M Expense Detail3

Base O&MOutage O&MO&M Projects

Total O&M


Net IncomeDepreciation & Amortiz:ation

1


Operating Cash Flow


Cash Flow 4

]1(a) through (e)

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

1Reflects current (preliminary) estimated effects of revaluation of property, plant and equipment under Fresh Start accounting, which will be applied upon emergence from

bankruptcy. Does not reflect any potential effects of Fresh Start accounting on other assets, including intangible assets.2 Financial Statements represent a management reporting view.

3Excludes non-cash accretion expense associated with nuclear decommissioning trust funding.4Upon emergence from bankruptcy, commitments fort []billion of revolving credit facilities are expected to be available for any operational purposes.

(a) through (e)


Comanche Peak LLC: Sensitivity - 10% decrease in Power Price$ millions, unless noted _______________________

Unaudited, Non-GAAP, Projected Financial Data 2016 E 20172E 2018 E 20192E 20202E


Capacity (End of Year)Coat - merchantCoal - contractNuclear

Total

Nuclear Capacity Factor


Total

Pricing Assumptions (December 31, 2015)Gas price (HSC)Heat Rate Achieved (HSC)7*24 Power price ERCOT pricing

[MW][MW][MW][MW]

[%]

['Th]FTNh]FTWh]['Wh)

[$ / MMBtu][MMBtu / MWh]

[$ I MWh]

Commodity Exposure - Natural GasNuclear plant exposureForward power salesNatural gas hedges allocated5

Net natural gas exposureSensitivity to +/- $1 move

Commodity Exposure - Heat RateNuclear plant exposureForward power salesNet heat rate exposureSensitivity to +/- 0.25X HIR change

Revenue summaryNuclear plant revenuesOther deregulated revenuesRegulated revenuesIntercompany eliminations

Total


[Million MMBtu]

tS MM]

[rNh][rNh]t-rh]

[$ MM)

[$ MM][$ MM][$ MM][$5MM][$ MM] ] (a) through (e)

5Hedges are allocated based on the percent of merchant generation relative to the entire merchant generation portfolio, but do not resideat the Comanche Peak level.


Operating Company LLC: Sensitivity -'

$ millions, unless notedUnaudited, Non-GAA•P, Projected Financial Data

iNCOME STATEMENT2


Gross Margin

Operations & Maintenance ExpenseGeneral & AdministrativeOther Income / (Expense)

EBITDA

Depreciation & Amortization1

EBIT

Interest Expense3

Interest Income & Special ProjectsEBT

Tax ExpenseNet income

CASH FLOW STATEMENTV

Nat IncomeDepreciation & Amortization

1

Deferred Taxes4

Change in Working CapitalOperating Cash Flow

Existing Asset Capital Expenditures (including nuclear fuel)Cash Flow

5

10% decrease in Power Price

2016 E 2017 E 2018 E 2019 E 2020 E

3 50 (LIII IJLIUII

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

SReflects current (preliminary) estimated effects of revaluation of property, plant and equipment under Fresh Start accounting, which will be applied upon emergencefrom bankruptcy. Does not reflect any potential effects of Fresh Start accounting on other assets, including intangible assets.2 Financial Statements represent a management reporting view. Pro forms includes La Frontera assets.

32016 excludes any effects of bankruptcy, such as adequate protection and other paymentsSDeferred taxes net of tax receivable agreement paymentssUpon emergence from bankruptcy, commitments for [ Jbillion of revolving credit facilities are expected to be available for any operational purposes. (a) through (e)


Operating Company LLC: Sensitivity - 10% decrease in Power Price$ millions, unless noted _____________________

Unaudited, Non-GAAP, Projected Financial Data 20186E 2017 E 2018 E 2019 E 2020 E



Total


Total

Pricing Assumptions (December 31, 2015)Gas price (HSC)Heat Rate Achieved (HSC)7*24 Power price ERCOT pricing

Commodity Exposure - Natural GasCoal & nuclear plant exposureForward power salesNatural gas hedges allocated

6

Net natural gas exposureSensitivity to +1- $1 move

Commodity Exposure - Heat RateCoal & nuclear plant exposureForward power salesNet heat rate exposureSensitivity to +1- 0. 25X HR change

[MW][MW][MW][MW]

[l-h][l-h][TWh][TWh]

[$1/ MMBtu][MMBtu I MWh]

[$ /MWh]

[Million MMBtu][Million MMBtu][Million MMBtu][Million MMBtu]

[$ MM]

[TVh]FB~h][TNh]

[$ MM]


Total

[$ MM][$ MM][$ MM][$ MM][$ MM] ] (a) through (e)

6 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.

Enctosure 5 to TXX-16028Page 1 of 2

Updated Regulatory Commnitment(Number 5178508)

Commitment Description I Chedpledio SDautCemn

Luminant Power will notify the NRC if at any time prior to theNRC consent to the requested transfer, the following itemschange:

(1) Any entity of the Reorganized TCEH acquires greater than15% of the First Lien Claims; or

(2) Any member of the First Lien Creditor Committee, other thanthose already identified in the Application, is expected to own10%T of the voting power of Reorganized TCEH.

Luminant Power will also provide to the NRC:

(3) The names of the principal officers and directors of each ofthe subsidiary companies of the Reorganized TCEH, afterthey have been identified;

(4) The names and citizenship of the initial members of theReorganized TCEH Board, when that information becomesavailable. All or substantially all of the Reorganized TCEHBoard members will be U.S. citizens;

(5) The final legal entity names, and updated proposed operatinglicense revision pages, when final names for ReorganizedTCEH, Intermediate Holding Company LLC, OperatingCompany LLC, Asset Company LLC, Preferred Stock

Upon NRC consent ofthe requested transfer

Upon NRC consent ofthe requested transfer

No later than 7 daysprior to consummationof the transfer



Open - The ownership percentages of the FirstLien Creditors identified in the table at page 17 ofTXX-15146 is updated by Enclosure 2 to thisletter. All entities remain below 15 %.

Open - No Change.

Open

Open

Open

Enclosure 5 to TXX-16028Page 2 of 2

Company Corp., and Comanche Peak LLC are selected;

(6) The name of the new CNO, when a successor to current CNORafael Flores is selected; and

(7) Notification that the Bankruptcy Court has confirmed the"Fifth Amended Joint Plan of Reorganization of EnergyFuture Holdings Corp., et al., Pursuant to Chapter 11 of theBankruptcy Code," upon receipt of a final order of theBankruptcy Court.

(8) At the first meeting of the Reorganized TCEH Board ofDirectors emergence, the Board will adopt resolutions thatnon-U.S. citizens serving as either directors or executiveofficers of Reorganized TCEH shall not seek access to anyclassified information or to special nuclear material in thecustody of the Comanche Peak licensees and shall notparticipate in or seek to influence operational decisions by thelicensees regarding nuclear safety or security matters. Also, atthe first meeting a Nuclear Oversight and Advisory Board willbe formed to assist in the oversight of the safety and quality ofnuclear operations.

(9) The applicants will notify the NRC of any changes to thedirectors, officers, or executive positions of ReorganizedTCEH and its subsidiaries during the first 90 days followingthe transfers


Upon consent of therequested transfer

First meeting ofReorganized TCEHBoard of Directors

No later than 120 daysafter the transfers

Open - Updated provided by TXX-15166(Ken Peters is Acting CNO)

Closed - Completed by submittal of Enclosures 1and 2 of letter TXX-15166.

Open

Open

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