EX-99.1 2 dex991.htm EXCERPTS FROM SLIDE PRESENTATION Excerpts from slide presentation
1
Transaction Overview
On October 10, 2007, an investor group comprised of Kohlberg Kravis Roberts & Co. (“KKR”), TPG
Capital, L.P. (“TPG”), and certain other co-investors (together, the “Investor Group”) acquired TXU Corp.
in a transaction valued at approximately $49 billion
In conjunction with the transaction, TXU Corp. was renamed Energy Future Holdings Corp. (“EFH”)
EFH manages a portfolio of three functionally separate energy businesses located primarily in Texas
Texas
Competitive
Electric
Holdings
Company
LLC
(“TCEH”
and
formerly
TXU
Energy
Company
LLC),
a
subsidiary
of
EFH,
is
the
holding
company
for
the
company's
competitive
businesses,
Luminant
and
TXU
Energy
Luminant
(formerly TXU Power, TXU Wholesale and TXU DevCo) has 18,365 MW of generation in
Texas,
including
2,300
MW
of
nuclear
and
5,837
MW
of
lignite-fueled
baseload
generation
capacity
and is currently building 3 lignite-fueled units at 2 sites that will add over 2,200 MW of baseload
capacity
TXU Energy is the largest retail electric provider in Texas, with over 1.8 million residential customers
The Investor Group funded the merger with:
$30.5
(1)
billion of new funded debt at EFH and TCEH
$8.3 billion of new and roll-over equitys
(1) Pro Forma as of 6/30/07.  Includes estimated $687 million draw on Commodity Collateral Revolver (based on natural forward gas curve as of 6/30/07).
Exhibit 99.1


2
EFH: Summary Corporate Structure
Corp. (“EFH”)
(formerly TXU Corp.)
Oncor Electric Delivery Holdings
Company LLC
(“Oncor Holdings”)                         
(New)
Energy Future Competitive
Holdings Company
(formerly TXU US Holdings)
Texas Competitive Electric
Holdings Company LLC
(“TCEH”)
(formerly TXU Energy Company)
Ring-fenced
Anticipated
Minority
Investor
Energy Future Intermediate
Holding Company LLC
(New)


3
($ in millions)
TCEH
EFH
Revolver
- -
- -
Commodity Collateral Revolver
$687
- -
Term Loan B
16,450
- -
Delayed Draw Term Loan
2,150
- -
Cash Pay Bridges
5,000
$2,000
PIK Toggle Bridges
1,750
2,500
Total
$26,037
$4,500
Revolver
$2,700
- -
Deposit LC Facility
1,250
- -
Delayed Draw Term Loan
1,950
- -
Total
$5,900
- -
Total Committed Financing
$31,937
$4,500
Committed Financing
The
Investor
Group
has
secured
approximately
$36.4
billion
of
new,
committed
debt
financing,
$30.5
(1) 
billion of which was funded as of the transaction close.
(2)
Note:
Excludes
refinancing
of
existing
Accounts
Receivable
Securitization
at
TXU
Receivables
Co.
and
existing
Transition
Bonds
at
Oncor
Electric
Delivery.
(1)
Pro Forma as of 6/30/07.  Includes estimated $687 million draw on Commodity Collateral Revolver (based on natural forward gas curve as of 6/30/07).   Actual drawn amount at
closing was ~$380 million.
(2)
Commodity
Collateral
Revolver
will
be
drawn
as
needed
to
provide
cash
collateral
for
certain
natural
gas
hedges.
No
capacity
limit
on
such
revolver.



5
Pro Forma Capitalization as of 6/30/07
TCEH
EFH
(1)
Revolver commitment of $2,700 million.
(2)
Deposit
LC
Facility
of
$1,250
million
that
will
be
shown
as
debt
on
TCEH’s
balance
sheet
offset
by
$1,250
million
of
restricted
cash.
(3)
Commodity
Collateral
Revolver
will
be
drawn
as
needed
to
provide
cash
collateral
for
certain
natural
gas
hedges.
No
capacity
limit
on
such
revolver.
(4)
Includes amounts related to securitization bonds; excludes $113 million related to repurchasing receivables from the accounts receivables facility.
(5)
Building Lease secured by a Letter of Credit issued by TCEH.
Excludes borrowings related to new plants not
yet in service
Multiple of
Multiple of
Funded
PF Adjusted
Funded
PF Adjusted
($ in millions)
Amount
LTM EBITDA
Amount
LTM EBITDA
Revolving Credit Facility
(1)
-
-
Deposit LC Facility
(2)
-
-
Commodity Collateral Revolver
(3)
$687
$687
Term Loan B
16,450
16,450
Delayed Draw Term Loan
2,150
0
Capital Leases
92
92
Total Senior Secured Debt
19,379
4.8x
17,229
4.3x
Senior Unsecured Bridge Facility
6,750
6,750
Pollution Control Revenue Bonds
1,535
1,535
Total Debt
27,664
6.9x
25,514
6.4x
LTM 06/30/07 Pro Forma Adjusted EBITDA
$3,999
$3,999
Multiple of
Multiple of
Funded
PF Adjusted
% of
Funded
PF Adjusted
($ in millions)
Amount
LTM EBITDA
Capitalization
Amount
LTM EBITDA
Debt at Subsidiaries
Oncor
(4)
$5,015
$5,015
TCEH
27,664
25,514
Energy Future Competitive Holdings
217
217
Other
(5)
93
93
Total
32,989
30,839
Senior Unsecured Bridge Facility
4,500
4,500
Total Debt with Subsidiary Guarantees
37,489
7.2x
35,339
6.8x
Existing Indebtedness
2,700
2,700
Total Debt
40,189
7.7x
82.9%
38,039
7.3x
Common Equity
8,300
17.1%
8,300
Total Capitalization
48,489
9.3x
46,339
8.9x
LTM 06/30/07 Pro Forma Adjusted EBITDA
$5,235
$5,235


6
Investment Rationale
TCEH is well positioned to capitalize on the strong underlying fundamentals in the Texas electricity markets.
Attractive Generation Supply / Demand Outlook
Strong regional demand growth of 2.0% to 2.5% per year
Further tightening of reserve margins, requiring completion of
pending facilities and further development of alternative
solutions such as DSM and new generation technologies
Coal and nuclear capacity additions impacted by long
development lead times and siting, permitting and
environmental issues
Gas generation expected to remain on the margin
Attractive Underlying Commodity Outlook (i.e., Natural Gas)
Marginal North American gas expected from Rockies and
Appalachia; not LNG
Substantial escalation of E&P drilling and services costs
continues to increase cost of marginal North American gas
supply
Political and environmental forces increasing demand for
natural gas fueled power generation
Attractive Retail Market Dynamics
Long-term demand growth of 2.0% to 2.5%
Competitive pricing and differentiated service expected to
improve customer retention
Luminant
Largest
baseload
generator
in
Texas
Additional baseload units currently under construction
will
add
over
2,200
MW
of
low-cost
baseload
capacity
Substantial hedging program (~75% of natural gas
position
hedged
through
2013
(1)
)
expected
to
enhance
cash flow stability
Track record of top decile performance and reliability
on a national basis
A wholesale business supporting the largest
generation
fleet in ERCOT
TXU Energy
Large scale competitive retailer with strong incumbent
position in the Dallas / Ft. Worth market
Strong brand recognition and superior service
Constructive market fundamentals driven by population
growth in key markets
Opportunity for significant out-of-territory growth
(primarily in Houston and South Texas)
(1) Includes impact of estimated short position associated with fixed price contracts and other retail activities.


7
EFH: Three Separately Operated Businesses
Independent Board
New Brand
Former Brand
TXU Power / Wholesale / DevCo
TXU Energy                                  
TXU Electric Delivery
Business
Description
2     largest deregulated output in US
Top decile performance
64 TWh per year of existing baseload
production in gas-on-the-margin market
18 TWh per year of new baseload capacity
under construction
Low-cost lignite reserves
Largest wind energy buyer in Texas and
developing new sustainable energy
opportunities
Largest competitive retailer in high
growth ERCOT market
Loyal customers
Strong brand recognition
Strong service orientation
Investing in demand-side
management
Innovative products
Attractive prices
Sixth largest T&D company in US
High growth region (ERCOT)
Efficient capital recovery
Top quartile costs and reliability
No commodity position
No end-user risk
Separate Board
Senior Leadership
Michael Greene, Mike McCall, Chuck Enze
Jim Burke
Bob Shapard
Ring-fenced
nd


8
1.5
0.9
0.8
0.6
0.5
0.4
0.4
0.4
0.3
0.4
CA
NY
TX
FL
IL
PA
NJ
OH
MI
GA
ERCOT Is a Large, Diversified and Growing Market
2.3
2.2
2.1
1.9
1.7
1.4
1.1
0.9
FRCC
MRO
ERCOT
SERC
SPP
WECC
NPCC
RFC
4.1
3.8
3.7
1.6
1.3
1.3
0.9
0.7
0.6
0.7
CA
TX
FL
AZ
GA
NC
VA
NV
WA
MD
Strong Population Growth …
2005–2015E; Growth in Millions of People
Driving Strong Power Demand Growth
2006–2016E; Percent
One of the Largest Economies …
2005–2015E; Growth in Gross State Product in $ Trillions
With the Same Resiliency as the Overall US …
2005; $ Trillions
26%
25%
19%
22%
16%
19%
11%
10%
10%
10%
6%
7%
6%
8%
7%
0%
US
Texas
Trade, Transportation
& Utilities
Government
Manufacturing
Leisure & Hospitality
Other
Professional, Business,
Education &Health Services
Natural Resources, Mining
100%=
Financial
12.4
0.8
Source: US Census Bureau, Population Division, Interim State Population Projections, 2005. 
(1) ERCOT figure represents 2007-2017 data per ERCOT.
Source: NERC.
Source: US Census Bureau, Population Division, Interim State Population Projections, 2005. 
Source: US Census Bureau, Population Division, Interim State Population Projections, 2005. 
Projected demand growth is supported by strong and resilient economic growth in Texas.
(1)


9
The ERCOT Generation Mix Is Relatively Unique In The US…
Coal
33
Gas/Oil
45
Nuclear
11
Other
11
Other
3
Coal
19
Nuclear
6
Gas/Oil
72
US Fuel Mix by Capacity
2005; Percent of Total GW
(100% = 938 GW)
ERCOT (TX) Fuel Mix by Capacity
2005; Percent of Total GW
(100% = 83 GW)
ERCOT has a substantially higher proportion of natural gas-fueled capacity than the overall US market and
more gas-fueled capacity than any other NERC region in the US.
Source:  Energy Velocity.
Source:  Energy Velocity.


10
0
3
7
10
13
17
20
0
100
200
300
400
500
600
700
800
900
1000
Cumulative Capacity (GW)
Non gas/oil
Gas/oil
Coal
Gas/oil
Internal combustion
CCGT
Nuclear
Wind,
Hydro and Other
…Resulting in Gas Generation Setting the Marginal Price in ERCOT
Gas sets the marginal price of power over 90% of the time in ERCOT versus about 50% of the time across
the US.
ERCOT
Generation
Portfolio:
Gas
Equivalent
Heat
Rate
(1)
MMBtu/MWh
0
3
7
10
13
17
20
0
10
20
30
40
50
60
70
80
Cumulative Capacity (GW)
Non gas/oil
Gas/oil
Nuclear
Coal
Gas/oil
Internal combustion
CCGT
Wind
US Generation Portfolio:  Gas Equivalent Heat Rate
MMBtu/MWh
(1)  Based on gas price of $7.50/MMBtu.
Peak Load:
62,339 MW
Peak Load + 12%:
69,820 MW


11
2.3
2.2
2.1
1.9
1.7
1.4
1.1
0.9
FRCC
MRO
ERCOT
SERC
SPP
WECC
NPCC
RFC
17.4
16.4
14.6
12.6
10.1
8.3
6.7
5.9
2005
2006
2007E
2008E
2009E
2010E
2011E
2012E
ERCOT Fundamentals Reflect Growing Demand
ERCOT comprises ~85% of Texas market, which is one of the largest power markets in the world.
985
962
685
305
299
227
217
202
RFC
SERC
WECC
NPCC
ERCOT
FRCC
MRO
SPP
Electricity Consumption 2005
(Twh)
Projected Annual Electricity Demand Growth
2006–2016E
(Percent)
Source:  NERC.
Decreasing Reserve Margins 2005–2012E
(Percent)
(1) ERCOT figure represents 2007-2017 data per ERCOT.
Source:  NERC.
Source:  ERCOT.
Minimum ERCOT Reserve
Margin: 12.5%
At current forward gas price and $710/kW capital cost, the breakeven heat rate for a
new CCGT facility would be ~9.0 MMBtu/MWh
New Build Economics
(1)
Units
Values
HSC Gas Price
$/MMBtu
$7.20
Advanced CCGT Heat Rate
MMBtu/MWh
6.8
Construction Cost
$/KW
$710
Capacity Factor
Percent
85.0%
Total Required Capacity Payment
$/KW-year
$129
Breakeven Heat Rate Calculator
Total Breakeven Revenue
$/MWh
$67.4
Equivalent Heat Rate When Earning Return
MMBtu/MWh
9.4
Power Price When Not Earning Return
$/MWh
$50.0
Equivalent Heat Rate When Not Earning Return
MMBtu/MWh
6.9
7x24 Price
$/MWh
$64.8
Implied 7X24 Heat Rate
MMBtu/MWh
9.0
Breakeven Spark Spread
$/MWh
$15.8
Note:  EVA and EFH assumptions / analysis.


12
6%
65%
29%
Luminant Overview
Description
Total Generation Breakdown
Map of Generation Assets
2nd largest deregulated output in US; largest generation
fleet in ERCOT
18,365 MW
(1)
of generation capacity (2,300 MW
nuclear, 5,837 MW coal/lignite, 10,228 MW gas)
64 TWh of baseload production in a gas-on-the-margin
market
History of strong operating performance
3-year average capacity factor of coal plants: 88%
3-year average capacity factor of nuclear plant: 96%
55%
32%
13%
Coal
Gas
Nuclear
2006 Generating Capacity
(1)
(MW)
2006 Total Generation
(2)
(GWh)
(1) Includes 1,329 MW of mothballed gas plants.
(2) Does not include purchased power.
Coal
Gas
Nuclear
18,365 MW
67,621 GWh



14
86%
90%
89%
92%
2004
2005
2006
Long-term
Target
1%
Improvement
~$25mm
EBITDA
annually
(2)
Top decile
$26.43
$25.93
$24.43
$21.00
2004
2005
2006
Long-term
Target
Top quartile
$1 per KW-Yr Improvement ~$6mm EBITDA annually
History of Operational Excellence…
Nuclear Capacity Factors
(1)
2004-LT, based on nameplate
Lignite / Coal Capacity Factors 2004-LT
Lignite / Coal Operating Expense 2004-LT
($/KW-Yr)
Nuclear Operating Expense
(3)
2004-LT
($/KW-Yr)
(1)
Normalized for one outage per year.  100% long-term target based on nameplate capacity, equivalent to 96% of actual current capacity due to upgrades.
(2)
Based on an annual average power price of $65/MWh.
(3)
Normalized for one outage per year.
94%
96%
99%
100%
2004
2005
2006
Long-term
Target
Top decile
1%
Improvement
~$11mm
EBITDA
annually
(2)
$103.00
$95.00
$90.00
$80.00
2004
2005
2006
Long-term
Target
$1 per KW-Yr Improvement ~$2mm EBITDA annually
Top decile
(1)


15
$50
$34
$27
$18
Average of 1st
Quartile
Average of 2nd
Quartile
Average of 3rd
Quartile
Average of 4th
Quartile
$44
$101
$124
'90-'00
'01-'03
'04-'06
…Enabled By Ongoing Investment and
Benefiting From High Dispatch Rates…
Luminant Lignite / Coal Fleet Capex
(1)
($ millions)
(1) Average annual coal plant capex, excluding emissions-related spend.
US Coal Fleet Total Maintenance Expense
(1) (2)
($/kW)
(1) Values represent 04-06 annual averages.
(2) Total maintenance expenses include capital expenditures.
Source: Generation Knowledge Service (GKS).
Luminant = $31
US Coal Fleet Capacity Factors
(1)
US Coal Fleet Equivalent Availability Factors
(1)
85.4%
78.5%
70.8%
59.7%
Average of 1st
Quartile
Average of 2nd
Quartile
Average of 3rd
Quartile
Average of 4th
Quartile
92.1%
87.7%
83.4%
76.1%
Average of 1st
Quartile
Average of 2nd
Quartile
Average of 3rd
Quartile
Average of 4th
Quartile
(1) Based on 04-06 average unit net generation and net maximum capacity.
Source: Generation Knowledge Service (GKS).
(1) Values represent 04-06 annual averages.
Source: Generation Knowledge Service (GKS).
Luminant = 88%
Luminant = 89%


16
Competitively Advantaged Projected Construction
Costs
(1)
($/kW)
$1,275
$1,520
$1,911
Oak Grove
Sandow 5
Average US Builder
(2)
…With A New Build Program Focused on Strategically Advantaged Sites
Oak Grove
Sandow
(1)
Commercial online date.
Sites With Access to Low-Cost Lignite Reserves
Luminant Mining will expand operations at Sandow and open
new permitted Kosse Mine to Supply Oak Grove (up to
$1/MMBtu lower than delivered PRB)
Projected Completion Dates
Projected Net
Capacity MW
Fuel
Air Permit
Status
COD
(1)
County
Oak Grove
1&2
1,654
Lignite
Complete
Q3-2009 /
Q1-2010
Robertson
Sandow 5
581
Lignite
Complete
Q2-2009
Milam
Total
2,235
(1)
Estimates of construction expenses excluding mine development costs.
(2)
Based
on
average
of
pulvarized
coal
construction cost
estimates/targets
for
2002 –
2007.
Favorable EPC Agreements
Executed EPC agreements with premier EPC contractors
based on fixed price, turn-key contracts, subject to certain
adjustments
Substantial majority of total construction, siting and
mining development costs are fixed, with the remainder
subject to adjustment based on labor market conditions
and final bids on non-EPC related construction costs
Construction capital to be supported and funded by
TCEH Delayed Draw Term Loan facility
Orders placed for critical, long lead-time equipment
(including boilers, turbine generators and air quality control
systems)
EPC agreements contain a number of contractual
completion dates and performance guarantees


17
New Build Status Update
Sandow 5 Schedule Milestones
November 2005 –
Announced intent to acquire Sandow 5 air
permit from Alcoa
May
2006
Signed
finalized
EPC
contract
June
2006
Began
construction
of
Sandow
5
facility
Q2
2009
Expected
commercial
online
date
Oak Grove Schedule Milestones
November
2005
Announced
intent
to
build
Oak
Grove
Units
1 & 2
June
2006
Signed
finalized
EPC
contract
June
2007
Received
final
air
permit
from
TCEQ
June
2007
Began
construction
of
Oak
Grove
facility
Q3
2009
Expected
commercial
online
date
for
Unit
1
Q1
2010
Expected
commercial
online
date
for
Unit
2


18
TXU Energy Overview
TXU Energy is the largest competitive retailer in the high growth ERCOT market.
Business Profile
Large scale competitive retailer
~60% residential market share in Dallas / Ft.
Worth and other incumbent areas
Growing business in other areas; 35%
residential market share throughout ERCOT
One of the largest ERCOT providers serving
small businesses and large commercial /
industrials
Strong brand recognition
Superior prices –
lowest price of any incumbent
for legacy (former price-to-beat) customers
Value creating strategy
Broadest array of products in the market
place
Multi-channel partnering strategy
Customer loyalty programs
Targeted marketing and service offerings
Superior service with call answer times
averaging less than 15 seconds
Making investments in market leading
systems
Leading Position in ERCOT…
Millions of residential customers / meters
…In a Market with Significant Long-Term Growth
’06–’16E; Percent annual demand growth
2.3
2.2
2.1
1.9
1.7
1.4
1.1
0.9
FRCC
MRO
ERCOT
SERC
SPP
WECC
NPCC
RFC
Source: NERC.
(1) ERCOT figure represents 2007-2017 data per ERCOT.
Sources:  KEMA, company filings.
(1)
1.8
1.5
0.8
0.2
0.2
0.1
TXU Energy
RRI
Direct
Energy
First Choice
Stream
Energy
Gexa


19
TXU Energy Offers Superior Customer Prices…
The price reductions to date have benefited over 1 million of TXU Energy’s customers.  The price reductions
and differentiated service levels are expected to result in increased customer retention.
Annualized Incumbent Retailer PTB Rollover Prices 2007
(Cents/kWh (for 1,500 kWh/mo user))
On May 29, 2007, TXU Energy announced a 15% price reduction for legacy customers.  The first 10% of this price
reduction was phased in by early June and the remaining 5% will take effect this month as a result of the transaction
closing
15.2
15.0
14.6
13.2
12.4
14.2
Direct Energy (WTU)
Direct Energy (CPL)
Reliant
First Choice
       TXU Energy         
Pre-Closing
        TXU Energy        
Post-Closing
TXU Energy Annual Savings
vs. Incumbent
($ per Customer)
$490
$461
$389
$317
$131
N/A
Major City Served
Abilene
Corpus Christi
Houston
Texas City
Dallas/Ft. Worth
Dallas/Ft. Worth
Average excluding TXU Energy = 14.7 cents/kWh
(1)
(2)
(1) Prior to final 5% price cut that will take effect this month.
(2) Includes final 5% price cut that will take effect this month.


20
…Contributing to a Stabilizing Market Share This Year
-6.0%
-5.0%
-4.0%
-3.0%
-2.0%
-1.0%
0.0%
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
-1.0%
0.0%
1.0%
2.0%
3.0%
4.0%
5.0%
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
-3.0%
-2.0%
-1.0%
0.0%
1.0%
2.0%
3.0%
Jan
Feb
Mar
Apr
May
Jun
Jul
Aug
Sep
Oct
Nov
Dec
2005
2006
2007 YTD
In-Territory Loss Rate
(% of IT Customers)
Out-of-Territory Growth Rate
(% of OOT Customers)
Total Residential Growth/Loss Rate
(% monthly change)
(45.8)
(7.6)
7.3
33.6
(38.4)
26.0
Q3 '06
Q3 '07 Estimates
Q3 ‘07 vs
Q3 ‘06 Customer Gains
(Change in Customers in Thousands)
In-Territory
Total ERCOT
Out-of-Territory


21
Strong Mitigants for Major Enterprise Risks
Reduction of coal program from 11 units to 3; support from environmental groups
Reaffirmed
commitment
to
environmental
stewardship
and
voluntary
environmental
upgrade
program
Plans to double wind purchases to 1.5 GW or more
Potential
carbon
regulation
not
expected
to
be
implemented
until
2010+
Most advanced competitive market in US; SB7 framework resilient and successful
Voluntary Mitigation Plan (“VMP”) for wholesale bidding practices negotiated with Independent Market
Monitor
and
PUC
Staff
in
August
2007
(PUC’s
procedure
for
adopting
the
VMP
is
subject
to
a
court
challenge
by other market participants)
Plant operations
Management expertise and experience; Investor Group experience with Texas Genco
High quality, well-maintained assets with demonstrated track record of operational excellence
Construction
Reduced lignite / coal buildout (from 11 to 3 units); all units are already permitted and under construction
EPC agreements in place for Sandow 5 and Oak Grove with substantial portions of costs fixed
Nuclear risk
Two separate units, each less than 15% of total generation
Top performing nuclear operation from both availability and safety perspectives
~75% of gas price position hedged over next 6 years
(1)
; ongoing hedging program is key aspect of
management strategy (see following pages)
Collateral
and
liquidity
management
programs
designed
to
support
underlying
business
and
hedging
requirements
TCEH
expects
to
hedge
a
substantial
portion
of
its
interest
rate
exposure
for
the
term
of
its
debt
facilities
Credit statistics are reasonable even under stress scenarios
Mitigants
Risks
Market /
Commodity
Operational
Environmental
Legislative /
Regulatory
(1) Includes impact of estimated short position associated with fixed price contracts and other retail activities.


22
Significantly Hedged Natural Gas Position
TCEH has hedged approximately 2.6 billion MMBtu of natural gas position through 2013 and expects to
continue to execute a rolling five-year hedge program
(1)
.
Estimated Natural Gas Position 2008E–2013E
(2)
(Million MMBtu)
(1)
Assumed natural gas conversion factor of ~90% of the market-clearing heat rate given that coal is on the margin for select periods; during those periods, there is no natural-gas
position that is generated.
(2)
Includes fixed price sold forward positions and estimates that of total non-contract in-territory load, 50% is a short-position in 2008, dropping to 25% in 2009. 
(3)
Includes
~35
million
MMBtu
put
option
delta
volume
(notional
160
million
MMBtu
put
purchased
for
2008
to
protect
against
downside
gas
movements).
(4)
Weighted
average
prices
are
based
on
actual
contract
prices
and,
importantly,
certain
of
the
volumes
associated
with
TCEH’s
CCR
reflect
a
re-contracting
of
the
volumes
as
of
October
8,
2007.
If
the
weighted
average
prices
were
adjusted
to
reflect
a
re-contracting
of
those
same
volumes
as
of
the
pro
forma
date
(June
30,
2007)
and
consistent
with
the
presentation of
drawn
balances
under
TCEH
CCR,
the
weighted
average
prices
would
be
$8.30,
$8.25,
$7.90,
$7.75,
$7.30
and
$7.25
for
2008E
through
2013E respectively.
(2)
(3)
525
610
665
680
690
~95%
Hedged
~75%
Hedged
~80%
Hedged
~80%
Hedged
~60%
Hedged
~60%
Hedged
680
Average price of
natural gas swap
hedges (NYMEX
equivalent price)
(4)
~$8.15
~$8.10
~$7.80
~$7.55
~$7.25
~$7.25
180
85
310
370
510
545
425
400
35
155
135
125
265
280
10
20
2008E
2009E
2010E
2011E
2012E
2013E
Other Short Positions
Natural Gas Hedges
Unhedged
Position


23
Financial Objectives
Strong cash generation through advantaged asset base, prudent risk management and strong capital
discipline.
Strong Asset Base
Strong Capital Discipline
Prudent Risk Management
8,137 MW of baseload
generation in a gas-on-the-
margin market
History of reliable, cost-effective
and safe operations
Largest retail customer count
position in ERCOT with loyal
customers
Strong correlation between gas
and power prices currently allows
for hedging through highly-liquid
and longer-dated gas markets
Commodity hedging program
expected to significantly reduce
exposure to changes in electricity
prices over 6 years
Expect to hedge a substantial
portion of TCEH’s
interest rate
exposure for the term of its debt
facilities
Renewed commitment to
environmental stewardship and
serving needs of key stakeholders
Balanced development
program, with 3 new lignite
units under construction;
substantial majority of total
construction costs are fixed
costs via contracts with EPC
firms
Efficient use of asset-backed
structures to support commodity
hedges, reflecting right-way risk
Strong Cash Flow Generation


24
TCEH Historical Financials
Adjusted EBITDA
(1)
($ in millions)
Note: LTM as of 6/30/07.
(1) 2004
LTM
EBITDA
is
adjusted
for
restructuring
costs,
unrealized
mark
to
market
gains
and
losses
associated
with
natural
gas
hedging
obligations,
Luminant
Construction
and
Development losses, and
certain
other
items
as
allowed
under
the
Senior
Secured Facilities.
(2)
Adjusted
Capex
represents
EFH
consolidated
capex
less
amounts
related
to
Oncor;
All
Other
category
includes
capitalized
interest,
nuclear
development
capex,
nuclear
fuel
capex,
and
the
costs
of
the
Comanche Peak steam
generator
replacement.
New
Build Program
capex
includes
plant construction
and
mine
development capex
for
the
new Oak
Grove
and
Sandow
5
units
and
the
environmental retrofit
program.
$1,982
$2,888
$4,387
$3,999
2004
2005
2006
PF LTM 6/30/07
Adjusted Capex
(2)
($ in millions)
$2,313
$1,457
$371
$399
2004
2005
2006
LTM 6/30/07
All Other
New Build Program
Reference Plant Program


25
TCEH Historical Financials
Note: LTM as of 6/30/07.
(1)
Pro
forma
LTM
period
financial
information
includes
adjustments
for
purchase
asccounting
and
financing
related
to
the
transaction.
(2)
Excludes
Oak
Grove
and
Sandow
5
capital
expenditures
transferred
into
TCEH
in
October
2007.
Year Ended
Six Months
Pro Forma
December 31,
Ended June 30,
LTM
($ in millions)
2004
2005
2006
2006
2007
6/30/07
(1)
Operating revenues
$8,402
$9,552
$9,595
$4,478
$3,411
$8,181
Operating costs and expenses:
Fuel, purchased power costs and delivery fees
5,173
5,545
3,922
1,733
1,900
4,244
Operating costs
703
667
613
307
319
626
Depreciation and amortization
350
313
333
169
160
672
Selling, general and administrative expenses
666
522
532
242
285
634
Franchise and revenue-based taxes
117
114
126
54
53
125
Other income
(110)
(64)
(25)
(1)
(9)
(25)
Other deductions
611
15
200
195
15
20
Total costs and expenses
$7,510
$7,112
$5,701
$2,699
$2,723
$6,296
Operating Income
$892
$2,440
$3,894
$1,779
$688
$1,885
Net income
$378
$1,414
$2,435
$1,063
$480
($205)
Provision for income taxes
162
687
1,277
590
180
(241)
Interest expense
353
393
384
202
190
2,619
Depreciation and amortization
350
313
333
169
160
672
EBITDA
$1,243
$2,807
$4,429
$2,024
$1,010
$2,845
Total Adjustments to EBITDA
739
81
(42)
27
661
1,154
Adjusted EBITDA
$1,982
$2,888
$4,387
$2,051
$1,671
$3,999
Capital Expenditures
(2)
$281
$309
$388
$218
$381
$551


26
1H ‘07 Performance Update
Strong progress in generation development
Received air permits for Oak Grove 1 & 2
Finalized EPC contracts at attractive terms
Began construction on Oak Grove 1 & 2
Increased the portfolio of wind-power contracts with a
209-megawatt agreement
Strong underlying performance in the generation fleet
Continued to achieve record or near-record level
performance from the lignite / coal fleet
Executed the replacement of the Comanche Peak Unit 1
steam generator in world record time
Strong retail performance
Experienced residential customer growth
Implemented price cuts for residential customers of 10% (additional 5% will take effect as a result of the transaction
closing)
Continued focus on risk management through expansion of the natural gas hedging program
Operational earnings declined over the prior-year periods due to:
Cooler than normal weather and abnormally high rainfall that negatively affected coal fuel costs as well as electricity
sales
Planned outage at Comanche Peak
Lower average retail pricing (including previously announced residential price cuts)
Reduced average weather-adjusted mass market consumption
Customer attrition
$2,051
$1,671
1H '06
1H '07
TCEH Adjusted EBITDA
(1)
($ in millions)
(1)
EBITDA
is
adjusted
for
restructuring
costs,
unrealized
mark
to
market
gains
and
losses
associated
with
associated
with
natural
gas
hedging
obligations,
Luminant
Construction and
Development
losses,
and
certain
other
items
as
allowed
under
the
Senior
Secured
Facilities.


27
Favorable Liquidity Position
Key Liquidity Highlights
Significant liquidity in place to fund ongoing business operations
Combination of revolver and deposit LC facility totaling $3.95 billion
Additional $1.95 billion of delayed draw term loan commitments in place to ensure available liquidity to
fund the construction of the new plants
Additional facilities in place to cover the liquidity needs associated with the commodity hedging program
Facilities have "right-way" risk characteristics as gas prices are positively correlated with the value of
TCEH’s
solid fuel assets
Approximately
50%
of
Luminant’s
natural
gas
hedge
book
is
secured
by
a
first
lien
position
in
TCEH’s
assets (requiring no collateral posting)
Approximately 80% of the remaining natural gas hedge book is supported by a new collateral posting
revolving
facility
at
TCEH
that
is
secured
by
a
first
lien
on
TCEH’s
assets
(fixed
fee,
uncapped)
Expectation
to
implement
additional
structures
for
the
remaining
positions
1,950
Delayed Draw Term Loan (unfunded portion)
$5,900
Total Capacity
2,700
Revolver
$1,250
Deposit LC Facility
Available Liquidity
Texas Competitive Electric Holdings
($ in millions)


28
TCEH Adjusted EBITDA Reconciliation
(1) Pro forma LTM period financial information includes adjustments for purchase accounting and financing related to the transaction.
Year Ended
Six Months
Pro Forma
December 31,
Ended June 30,
LTM
($ in millions)
2004
2005
2006
2006
2007
6/30/07
(1)
Net income
$378
$1,414
$2,435
$1,063
$480
($205)
Provision for income taxes
162
687
1,277
590
180
(241)
Interest expense
353
393
384
202
190
2,619
Depreciation and amortization
350
313
333
169
160
672
EBITDA
$1,243
$2,807
$4,429
$2,024
$1,010
$2,845
Adjustments to EBITDA:
Interest Income
(31)
         
(70)
         
(202)
       
(76)
         
(162)
       
(288)
            
Amortization of nuclear fuel
64
          
60
          
65
          
31
          
30
          
135
             
Purchase Accounting Adjustments
-
             
-
             
-
             
-
             
-
             
61
               
Impairment of assets and inventory write down
192
        
11
          
201
        
201
        
-
             
-
                   
Unrealized net (gain) or loss resulting from Hedging obligations
109
        
18
          
(330)
       
(148)
       
750
        
939
             
Customer appreciation one-time bonus
-
             
-
             
165
        
-
             
-
             
165
             
Amount of loss on sales of receivables and related assets in
      connection with the Receivables Facility
19
          
24
          
38
          
17
          
18
          
39
               
Income from discontinued operations, net of tax
34
          
8
            
-
             
-
             
-
             
-
                   
Cumulative effect of changes in accounting principles, net of tax
(4)
           
8
            
-
             
-
             
-
             
-
                   
Non-cash compensation expenses (FAS 123R)
25
          
12
          
9
            
4
            
4
            
9
                 
Severance expense
107
        
-
             
15
          
7
            
-
             
8
                 
Loss on early extinguishment of debt and energy services contract
(4)
           
(4)
           
-
             
-
             
-
             
-
                   
Transition and business optimization costs
10
          
18
          
-
             
-
             
12
          
12
               
Transaction and Merger expenses
-
             
-
             
-
             
-
             
-
             
59
               
Restructuring, merger and transaction costs
212
        
(10)
         
(7)
           
(12)
         
5
            
10
               
Expenses incurred to upgrading and expanding a generation station
6
            
6
            
4
            
3
            
4
            
5
                 
Adjusted EBITDA
$1,982
$2,888
$4,387
$2,051
$1,671
$3,999


29
EFH Historical Financials
Year Ended
Six Months
Pro Forma
December 31,
Ended June 30,
LTM
($ in millions)
2004
2005
2006
2006
2007
6/30/07
(1)
Operating revenues
$9,216
$10,662
$10,856
$4,971
$3,691
$9,599
Operating costs and expenses:
Fuel, purchased power costs and delivery fees
3,755
4,261
2,784
1,179
1,404
3,165
Operating costs
1,429
1,425
1,373
684
714
1,403
Depreciation and amortization
760
776
830
413
403
1,169
Selling, general and administrative expenses
1,091
781
819
370
447
893
Franchise and revenue-based taxes
367
364
390
174
176
392
Other income
(148)
(151)
(121)
(55)
(45)
(111)
Other deductions
1,172
45
269
221
891
940
Total costs and expenses
$8,426
$7,501
$6,345
$2,986
$3,990
$7,851
Operating Income
$790
$3,161
$4,512
$1,985
($299)
$1,748
Net income
$485
$1,722
$2,552
$1,073
($377)
($1,002)
Provision for income taxes
42
632
1,263
561
(294)
(726)
Interest expense
695
802
830
431
418
3,574
Depreciation and amortization
760
776
830
413
403
1,169
EBITDA
$1,982
$3,932
$5,475
$2,478
$150
$3,015
Total Adjustments to EBITDA
960
134
152
168
2,104
2,220
Adjusted EBITDA - Restricted Payments Test
$2,942
$4,066
$5,627
$2,646
$2,254
$5,235
Capital Expenditures
(2)
$912
$1,047
$2,180
$825
$1,611
$1,611


30
EFH Adjusted EBITDA Reconciliation
(1) Pro forma LTM period financial information includes adjustments for purchase accounting and financing related to the transaction.
Year Ended
Six Months
Pro Forma
December 31,
Ended June 30,
LTM
($ in millions)
2004
2005
2006
2006
2007
6/30/07
(1)
Net income
$485
$1,722
$2,552
$1,073
($377)
($1,002)
Provision for income taxes
42
632
1,263
561
(294)
(726)
Interest expense
695
802
830
431
418
3,574
Depreciation and amortization
760
776
830
413
403
1,169
EBITDA
$1,982
$3,932
$5,475
$2,478
$150
$3,015
Adjustments to EBITDA:
Oncor EBITDA
(1,057)
    
(1,241)
    
(1,276)
    
(597)
       
(602)
       
(1,281)
         
Oncor Dividends
-
             
-
             
340
        
170
        
176
        
346
             
Interest Income
(28)
         
(48)
         
(46)
         
(20)
         
(35)
         
(60)
              
Amortization of nuclear fuel
64
          
60
          
65
          
31
          
30
          
135
             
Purchase Accounting Adjustments
-
             
-
             
-
             
-
             
-
             
61
               
Impairment of assets and inventory write down
192
        
11
          
204
        
201
        
795
        
798
             
Unrealized net (gain) or loss resulting from Hedging Obligations
109
        
18
          
(272)
       
(29)
         
1,182
     
939
             
Customer appreciation one-time bonus
-
             
-
             
165
        
-
             
-
             
165
             
Amount of loss on sales of receivables and related assets in
      connection with the Receivables Facility
18
          
24
          
38
          
17
          
18
          
39
               
Income from discontinued operations, net of tax
(378)
       
(5)
           
(87)
         
(60)
         
(11)
         
(38)
              
Extraordinary (gain) or loss, net of tax
-
             
50
          
-
             
-
             
-
             
-
                   
Cumulative effect of changes in accounting principles, net of tax
(8)
           
8
            
-
             
-
             
-
             
-
                   
Non-cash compensation expenses (FAS 123R)
48
          
24
          
23
          
7
            
13
          
29
               
Severance expense
112
        
-
             
17
          
9
            
-
             
8
                 
Equity losses of unconsolidated affiliate engaged in
      broadband over power lines
-
             
-
             
14
          
7
            
1
            
7
                 
Loss on early extinguishment of debt and energy services contract
416
        
(4)
           
1
            
1
            
-
             
-
                   
Transition and Business Optimization Costs
10
          
17
          
-
             
-
             
12
          
12
               
Shareholder litigation
86
          
(35)
         
(15)
         
-
             
-
             
(15)
              
Transaction and Merger expenses
-
             
-
             
28
          
5
            
77
          
100
             
Restructuring & Other
271
        
(6)
           
(7)
           
(12)
         
5
            
10
               
Expenses incurred to upgrade or expand a generation station
6
            
6
            
4
            
3
            
4
            
5
                 
Adjusted EBITDA (per Debt Incurrence Test)
$1,843
$2,811
$4,671
$2,211
$1,815
$4,275
Add back Oncor Adjustments
1,099
     
1,255
     
956
        
435
        
439
        
960
             
Adjusted EBITDA (per Restricted Payments Test)
$2,942
$4,066
$5,627
$2,646
$2,254
$5,235