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Liability Management And Dividend Policy We Divested Disadvantaged Businesses, Deploying Proceeds To Improve Financial Flexibility… …By Reducing Debt… 04E-05E; $ billions Debt Reduction Plan Uses of funds Sources of funds 03-05; $ billions Cash on balance sheet (including restricted cash) 1.0 Scheduled retirements of debt (including CEUs) Operating cash flow 3.0 Repurchase of Exchangeable Preferred Membership Interests Divestment of assets Debt transferred with assets 1.8 Cash proceeds1 4.7 Issuance of Securitization Bonds 0.8 Short Term Borrowings 5.0 Total sources of funds 16.3 5.4 13.9 Debt transferred with divested assets (1.8) Portion accounted for as debt 0.8 Settlement of corporate equity units (0.4) Premium 1.1 Retirement of corporate equity units and convertible senior notes2 (1.5) Repurchase of equity preferred membership interest (0.6) Scheduled retirement of debt (0.7) Early retirement of other debt (2.3) Debt transferred with divested assets 1.8 Stock repurchases 4.0 Common dividends 0.8 Cash used in investing 2.1 Discontinued Ops and other 0.3 Total uses of funds Additional borrowing and amortizations 16.3 1 1 Includes net cash proceeds of $475 million from sale of TXU Communications 5.0 Total Debt 05E Key focus of liability management strategy will be to simplify, clarify and reduce the cost of financing our activities 1 Total Debt 031 11.6 Excluding securitization debt 100% success rate of tender offer 2 2 Assumes …And Repurchasing Stock… …Resulting In Top Quartile Financial Flexibility… Period end diluted shares 04-05; Number of shares Financial metrics for SPELEC1 (n=20) 03-052; Various measures Top 1st Quartile TXU 05E Average diluted shares 04-05; Number of shares 27 6 EBITDA/Interest (X) 319 50 6.7 240 241 2.1 Q2 Q3 Q4E 04E 03 04E 4.7 4.3 4th Quartile 3.3 0.5 4.8 #18 3.2 #4 Total debt/EBITDA (X) Q104 3rd Quartile TXU 03 3.0 #16 4.8 #5 379 324 Median 3.3 3.6 4.1 6.9 05E Total debt/ enterprise value2 (%) Repurchased exchangeable preferred membership interest Bought back shares on the open market 42.8 #8 29.3 41.3 64.4 #19 46.0 50.2 73.1 1 S&P 3 Electric Utility Index based on LTM as of June 04 performance; TXU 05 performance based on current guidance; updated for balance sheet restructuring through Sep 04; TXU 03 includes discontinued operations; 2 Total Capitalization uses market value of equity 2 Quartile 4 Liability Management And Dividend Policy Based On Our Disciplined Capital Allocation Process… Retained For Investment …We Will Issue A Conservative Dividend With A High Performance Growth Rate Dividend payout (TTM) 03-04; % of earnings TXU Business Units 1st Quartile Oper/ Divest Cash Flow Excess “Customer” Capital Excess Reinvest -ment Yes Excess Yes, if 50% of cash returned within 3 years Minimum ROI of 15% Excess Debt Reduction Yes, until Top Quartile Credit Metrics Debt/EV1 Coverage ratio Debt/EBITDA 87 Dividend Payout Payout of 30-40% Repurchases or Distributions 4th Quartile 75% Total Payout Cap 70 62 59 56 55 51 45 43 39 39 35 27 19 TXU 05E 19 1st Quartile 2nd Quartile TXU LTM 3rd Quartile 4th Quartile 16 5 Holders 3 3 2 1 1 0 0 (1) TXU 05E (3) (5) (10) (13) (13) TXU (94-03) 5 (14) (20) 6 …And Is Sustainable Under Multiple Stress Scenarios Total payout ratio vs credit quality 8 8 TXU (Average 05E-07E) 7 6 7 Total payout ratio 04-06; % of net income TXU (Average 05E-07E) 6 5 5 EBITDA / interest 4 3 2 2 1 1 0 100 0 100 80 60 40 60% threshold 4 3 20 Dividend payout ratio 80 60 40 Stress case: Low gas ($4.50) High churn (10%) Extended baseload plant shutdown 20 Total payout ratio Dividend payout ratio vs credit quality Total payout ratio vs credit quality 0 40 43 29 0 TXU (Average 05E-07E) 1 2 TXU (Average 05E-07E) 1 2 3 39 Plan 3 Total debt / EBITDA 4 5 6 6 7 7 80 60 40 Dividend payout ratio Deutsche Bank, June 30 2004 20 35 4 5 8 100 71 9 The Decision Is Supported By A Strong Credit Profile… Total debt / EBITDA 76 Dividend growth rate 1994-2003; % Equity Enterprise value (EV) defined as market value of equity + total debt EBITDA / interest 79 0 Given cash flow expectations, we must determine our long-term capital allocation policy: How much cash should we re-invest? What are the big growth opportunities that can provide excess return over our cost of capital? How much cash should we return to our shareholders? Dividend payout ratio vs credit quality 81 Yes Debt Holders Source : 3rd Quartile 105 Quality service Production reliability 1 2nd Quartile 8 100 04E 80 60 Total payout ratio 40 05E 06E 20 7 8