Acquisition of Midlands Electricity for 1.146bn. October 21, 2003

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1 Acquisition of Midlands Electricity for 1.146bn October 21, 2003

2 This presentation may contain forward-looking statements based on current assumptions and forecasts made by E.ON Group management. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation, development or performance of the company and the estimates given here. These factors include those discussed in our public reports filed with the Frankfurt Stock Exchange and with the U.S. Securities and Exchange Commission (including our Annual Report on Form 20-F). The company assumes no liability whatsoever to update these forward-looking statements or to conform them to future events or developments. E.ON prepares its financial statements in accordance with generally accepted accounting principles in the United States ( U.S. GAAP ). This presentation may contain references to certain financial measures (including forward looking measures) that are not calculated in accordance with U.S. GAAP and are therefore considered Non-GAAP financial measures within the meaning of the U.S. federal securities laws. E.ON presents a reconciliation of these Non-GAAP financial Measures to the most comparable US-GAAP measure or target, either in this presentation or on the website under Management believes that the Non-GAAP financial measures used by E.ON, when considered in conjunction with (but not in lieu of) other measures that are computed in U.S. GAAP, enhance an understanding of E.ON s results of operations. A number of these Non-GAAP financial measures are also commonly used by securities analysts, credit rating agencies and investors to evaluate and compare the periodic and future operating performance and value of E.ON and other companies with which E.ON competes. These Non-GAAP financial measures should not be considered in isolation as a measure of E.ON s profitability or liquidity, and should be considered in addition to, rather than as a substitute for, net income, cash flow provided by operating activities and the other income or cash flow data prepared in accordance with U.S. GAAP. The Non-GAAP financial measures used by E.ON may differ from, and not be comparable to, similarly-titled measures used by other companies. 1

3 I. Strategic and financial rationale II. Midlands Electricity III. Transaction overview IV. Summary 2

4 Selective investments in infrastructure are part of E.ON s announced mid-term strategic intents Key issues E.ON's strategic direction Long-term recovery of wholesale prices expected Environmental legislation offers potential for participation in renewables Consolidation of the downstream activities provides opportunities for integration synergies UK's shift to a net-importer gas position requires investment in infrastructure for supply and flexibility Build renewables Continue cost improvements in distribution and retail Selective investment in distribution, physical assets, and gas supply 3

5 Strategic rationale for increasing the presence in distribution in UK Moves Powergen into a leading #2 position in terms of connected customers, effectively doubling the size of our distribution business Strengthens the overall Powergen UK portfolio with its stable and reliable earnings and cash flows Enables Powergen to capture significant synergies from contiguous operations. Powergen s competence in this area has been demonstrated through its successful integration of East Midlands Electricity and the TXU retail business. 4

6 Acquisition shows excellent economics Enhances IOP significantly from the first full year by 80m 1) after Purchase Price Allocation and financing costs Delivers a stand-alone ROCE considerably above our cost of capital and exceeds our overall group 2006 ROCE target of 10.5% 2) from the first year onwards Significantly improves the ROCE of the overall Powergen UK business Achievement of synergies from integrating neighbouring networks and efficiencies based on Powergen s Best Practice experience (at least 50 million per annum 3) ) 1) Non-US-GAAP measure, equivalent to an increase in net income of 56 million. 2) Non-GAAP measure, equivalent to total assets in 2006e of 110 billion and net income in 2006e of 3.4 billion. 3) Non-US-GAAP measure, equivalent to an increase in net income of at least 35 million per annum. 5

7 Synergies and cost savings - examples Selective outsourcing and removal of duplicated activities Reduced operating costs for Information Services from the removal of duplicated systems Materials and contractor procurement savings from standardization and leveraging scale economies Restructuring costs To realize the targeted synergies and cost savings we estimate one-time restructuring costs of 43m 1) mainly in 2004 In addition, the UK regulator s policy on mergers requires a one-off reduction in revenues of 32m spread over 5 years 1) Non-US-GAAP measure, equivalent to an impact on net income of - 30m. 6

8 I. Strategic and financial rationale II. Midlands Electricity III. Transaction overview IV. Summary 7

9 UK power distribution Acquisition puts E.ON in the top group in Distribution Licensed Distribution Areas & Owners #2 Position reached (in million connected customers) Scottish & Southern Energy EdF Powergen (EME + Midlands) Scottish Power Mid American 3.6 United Utilities Scottish Power Mid American Powergen (EME) Scottish & Southern Energy Scottish Power Western Power Distribution Powergen + Midlands Aquila (Midlands) Western Power Distribution EdF Scottish & Southern Energy Powergen (EME) Aquila (Midlands) United Utilities

10 Midlands provides an excellent fit with Powergen s existing EME business Service territory Key data 2002 * ME EME Sales 1) EBIT 1) Connected customers Distributed electricity ME 402m Net income 1) 99m 80m Regulated Asset Base 2) 981m 986m 2.4m 29TWh EME 289m 176m 141m 2.4m 27TWh * Midlands Electricity includes consolidated results of Distribution, Metering, Contracting, Generation and other businesses. East Midlands Electricity includes Distribution results only. 1) Source: Statutory Accounts for the year ending 31 December 2002, pre-exceptional items. All figures are prepared in accordance with UK-GAAP. 2) as of 31 March

11 I. Strategic and financial rationale II. Midlands Electricity III. Transaction overview IV. Summary 10

12 Terms of the transaction Powergen has agreed terms with Aquila, Inc. and FirstEnergy Corp. to purchase Midlands Electricity The acquisition price is billion and comprises of: - 36m cash consideration for the equity shareholders - 484m assumed existing debt obligation 1) - 626m cash payment for the bondholders, which is equivalent to 95.8% of nominal value Approximately half of bondholders have given written approval to the above offer Based on Midlands Electricity s Regulated Asset Base as of 31 March 2003 this implies a premium of 13% taking into account the value of other businesses 1) As of 30 September

13 Allocation of the acquisition price of billion m m 1) Distribution business (Premium to RAB of 981m = 13%) 1,110 1,586 Other (Generation, Metering, Contracting, Properties and Pension deficit) 2) Total acquisition price 1,146 1,637 1) Based on an exchange rate of 1 = GBP 0.7 2) Generation assets comprise Teeside in UK (19.2%), Trakyain Turkey (31%) and Uch in Pakistan (40%). The Metering business provides meter operations, meter reading and data aggregation services to gas and electricity companies in the UK. The Contracting business provides electrical contracting services including design, construction, installation and O&M. 12

14 Next steps A tender offer will be made to the bondholders of Avon Energy Partners Holdings (AEPH), offering to buy their bonds at 95.8% of nominal value plus accrued interest. This will be linked to a scheme of arrangement. The deal is conditional upon final acceptance by 95% of the bondholders We will seek European Anti-Trust approval Aquila will seek Kansas State Commission consent Completion of the transaction is expected by early next year 13

15 I. Strategic and financial rationale II. Midlands Electricity III. Transaction overview IV. Summary 14

16 Acquisition of Midlands Electricity Summary In line with E.ON s announced strategic direction Further strengthening of E.ON s position in one of its key markets Improvement of Powergen UK s market position Strong economic case Enhances IOP significantly from the first full year by 80m 1) after Purchase Price Allocation and financing costs Delivers a stand-alone ROCE considerably above our cost of capital and exceeds our overall group 2006 ROCE target of 10.5% 2) from the first year onwards Significantly improves the ROCE of the overall Powergen UK business 1) Non-US GAAP measure, equivalent to an increase in net income of 56 million. 2) Non-GAAP measure, equivalent to total assets in 2006e of 110 billion and net income in 2006e of 3.4 billion. 15

17 Backups 16

18 Corporate Structure FirstEnergy Corp. Aquila, Inc. EI UK Holdings, Inc. Aquila Europe, Inc. UK Bonds 360m Eurobond due % Economic interest 50% Voting Interest 79.9% Economic Interest 50% Voting Interest Aquila Sterling holdings LLC Aquila Sterling Limited US Notes Avon Energy Partners Holdings (unlimited company) $250m Senior Notes due 2007 $250m Senior Notes due 2008 Midlands Electricity plc US UK Operating Subsidiaries 17

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