EX-99.(C) 12 efhcorp-2012630xexhibit99c.htm ADJUSTED EBITDA RECONCILIATION TEXAS COMPETITIVE ELECTRIC HOLDINGS COMPANY EFHCorp-2012.6.30-Exhibit 99(c)


Exhibit 99(c)

Texas Competitive Electric Holdings Company LLC Consolidated
Adjusted EBITDA Reconciliation
(millions of dollars)

 
Six Months Ended
June 30, 2012
 
Six Months Ended
June 30, 2011
 
Twelve Months Ended
June 30, 2012
 
Twelve Months Ended
June 30, 2011
Net loss
$
(883
)
 
$
(951
)
 
$
(1,672
)
 
$
(4,377
)
Income tax benefit
(449
)
 
(499
)
 
(867
)
 
(143
)
Interest expense and related charges
1,453

 
1,651

 
3,501

 
2,824

Depreciation and amortization
663

 
726

 
1,407

 
1,424

EBITDA
$
784

 
$
927

 
$
2,369

 
$
(272
)
Interest income
(26
)
 
(46
)
 
(67
)
 
(95
)
Amortization of nuclear fuel
83

 
69

 
156

 
145

Purchase accounting adjustments (a)
21

 
115

 
63

 
187

Impairment of goodwill
—

 
—

 
—

 
4,100

Impairment and write-down of other assets (b)
—

 
—

 
430

 
12

Debt extinguishment gains
—

 
—

 
—

 
(687
)
Unrealized net loss resulting from hedging and trading transactions
765

 
385

 
322

 
13

Net loss attributable to noncontrolling interests
1

 
—

 
1

 
—

EBITDA amount attributable to consolidated unrestricted subsidiaries
(4
)
 
(3
)
 
(8
)
 
(3
)
Amortization of "day one" net loss on Sandow 5 power purchase agreement
—

 
—

 
—

 
(11
)
Corporate depreciation, interest and income tax expenses included in SG&A expense
9

 
7

 
18

 
11

Noncash compensation expense (c)
5

 
3

 
14

 
7

Severance expense
1

 
2

 
4

 
3

Transition and business optimization costs (d)
19

 
15

 
46

 
23

Transaction and merger expenses (e)
19

 
19

 
37

 
35

Restructuring and other (f)
(3
)
 
70

 
(6
)
 
(48
)
Expenses incurred to upgrade or expand a generation station (g)
60

 
100

 
100

 
100

Adjusted EBITDA per Incurrence Covenant
$
1,734

 
$
1,663

 
$
3,479

 
$
3,520

Expenses related to unplanned generation station outages
49

 
91

 
138

 
132

Pro forma adjustment for Oak Grove 2 reaching 70% capacity in Q2 2011 (h)
—

 
25

 
—

 
75

Other adjustments allowed to determine Adjusted EBITDA per Maintenance Covenant (i)
—

 
8

 
—

 
28

Adjusted EBITDA per Maintenance Covenant
$
1,783

 
$
1,787

 
$
3,617

 
$
3,755

___________
(a)
Purchase accounting adjustments include amortization of the intangible net asset value of retail and wholesale power sales agreements, environmental credits, coal purchase contracts, nuclear fuel contracts and power purchase agreements and the stepped up value of nuclear fuel. Also include certain credits and gains on asset sales not recognized in net income due to purchase accounting. Twelve months ended 2011 includes $46 million related to an asset sale.
(b)
Impairment of assets in the twelve months ended 2012 includes impairment of emission allowances and certain mining assets due to EPA rule issued in July 2011.
(c)
Noncash compensation expenses represent amounts recorded under stock-based compensation accounting standards and exclude capitalized amounts.
(d)
Transition and business optimization costs include certain incentive compensation expenses, as well as professional fees and other costs related to generation plant reliability and supply chain efficiency initiatives.
(e)
Transaction and merger expenses primarily represent Sponsor Group management fees.
(f)
Restructuring and other includes gains on termination of a long-term power sales contract and settlement of amounts due from hedging/trading counterparty, fees related to the April 2011 amendment and extension of the TCEH Senior Secured Facilities, and reversal of certain liabilities accrued in purchase accounting.
(g)
Expenses incurred to upgrade or expand a generation station reflect noncapital outage costs.
(h)
Pro forma adjustment for the six and twelve months ended June 30, 2011 represents the annualization of the actual three months ended June 30, 2011 EBITDA results for Oak Grove 2, which achieved the requisite 70% average capacity factor in the second quarter 2011.
(i)
Primarily pre-operating expenses relating to Oak Grove and Sandow 5.