MEMBERSHIP INTERESTS/EQUITY

Dividend Restrictions

While EFCH has no contractual dividend restrictions, the TCEH Senior Secured Facilities generally restrict TCEH from making any cash distribution to any of its parent companies for the ultimate purpose of making a cash distribution on their ownership interests unless at the time, and after giving effect to such distribution, TCEH's consolidated total debt (as defined in the TCEH Senior Secured Facilities) to Adjusted EBITDA would be equal to or less than 6.5 to 1.0. At September 30, 2013, the ratio was 10.6 to 1.0.

In addition, the TCEH Senior Secured Facilities and indentures governing the TCEH Senior Notes, TCEH Senior Secured Notes and TCEH Senior Secured Second Lien Notes generally restrict TCEH's ability to make distributions or loans to any of its parent companies, EFCH and EFH Corp., unless such distributions or loans are expressly permitted under the TCEH Senior Secured Facilities and the indentures governing such notes.

In addition, under applicable law, we are prohibited from paying any distribution to the extent that immediately following payment of such distribution, we would be insolvent.

Noncontrolling Interests

As discussed in Note 2, we consolidate a joint venture formed in 2009 for the purpose of developing two new nuclear generation units, which results in a noncontrolling interests component of equity. Net loss attributable to the noncontrolling interests was immaterial for the nine months ended September 30, 2013 and 2012.

Membership Interests/Equity

In April 2013, EFCH was converted from a Texas corporation to a Delaware limited liability company. The following tables present the changes to membership interests/equity for the nine months ended September 30, 2013 and 2012.



Nine Months Ended September 30, 2013
	EFCH Shareholder's Equity/Membership Interests
	Common Stock			Retained Earnings (Deficit)			Membership Interests			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests			Total Equity
Balance at December 31, 2012	$	7,665		$	(18,129	)	$	—		$	(42	)	$	112		$	(10,394	)
Net loss	—			(526		)	(160		)	—			—			(686		)
Net effect of cash flow hedges	—			—			—			5			—			5
Investment by noncontrolling interests	—			—			—			—			3			3
Effect of debt push-down from EFH Corp. (a)	434			—			3			—			—			437
Dissolution of TXU Receivables Company	—			—			—			—			(10		)	(10		)
Capital structure conversion	(8,099		)	18,655			(10,556		)	—			—			—
Other				—			2			—			—			2
Balance at September 30, 2013	$	—		$	—		$	(10,711	)	$	(37	)	$	105		$	(10,643	)



Nine Months Ended September 30, 2012
	EFCH Shareholder's Equity
	Common Stock			Retained Earnings (Deficit)			Accumulated Other Comprehensive Income (Loss)			Noncontrolling Interests		Total Equity
Balance at December 31, 2011	$	7,351		$	(15,121	)	$	(49	)	$	103	$	(7,716	)
Net loss	—			(1,298		)	—			—		(1,298		)
Gain on settlement of reimbursement agreement with Oncor (Note 11)	2			—			—			—		2
Effect of stock-based incentive compensation plans	6			—			—			—		6
Net effect of cash flow hedges	—			—			5			—		5
Investment by noncontrolling interests	—			—			—			6		6
Effect of debt push-down from EFH Corp. (a)	30			—			—			—		30
Other	(1		)	—			—			1		—
Balance at September 30, 2012	$	7,388		$	(16,419	)	$	(44	)	$	110	$	(8,965	)

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(a)	Represents the interest and income tax effects of debt pushed down from EFH Corp. (Note 5).