1 E.ON AG Analyst and Investor Conference Düsseldorf, August 14, 2003 Presentation Dr. Wulf H. Bernotat Chairman of the Board of Management and CEO Please check against delivery
2 Page 2 of 54 Good afternoon Ladies and Gentlemen, I would like to welcome you all to today s Analyst and Investor Conference of E.ON s publication of the second quarter 2003 results. In addition, I will be explaining in detail the capital markets much awaited results of the on.top project concerning E.ON s strategy, performance management and organizational structure. As you all know, on May 15 th I announced the implementation of our on. top project. Rather than a radical reorganization change of our company the key purpose of the project was to outline our mid-term strategic direction as well as focus on integration issues, performance improvement and above all - creating value for our shareholders. E.ON is no doubt very well positioned in comparison to our competitors. Therefore, we do not need a radical change in organization, but instead a fine-tuning of the strategy and structure to further strengthen our competitive position for the future. Since 2000, E.ON has rapidly and successfully transformed itself into a focused power and gas company, while preserving a strong balance sheet structure. You will agree with me that a total of 80 billion Euros worth of acquisitions and divestments since the middle of 2000 was a monumental task which we managed successfully. We rapidly divested our noncore assets, especially in telecommunications, thus creating substantial value for our shareholders. With this transformation almost accomplished, our core business Energy now accounts for almost 92 percent of the internal operating profit compared to around 63 percent in Our financial performance also strengthened by showing record internal operating profits over the last three years. However, we are realistic and understand that we cannot sit on our laurels. We are not yet satisfied with our Group ROCE performance. Besides, we still have the challenge of exceeding our cost of capital in all markets. Our acquisition of Ruhrgas has created tremendous opportunities for us in Europe, but these need to be realized and extracted in terms of returns.
3 Page 3 of 54 And finally, we need to exploit opportunities for further growth. Our challenge here is to optimize our capital allocation process in line with our commitment to a strong single A rating.
4 Page 4 of 54 For E.ON, the key challenge is to move our focus from gaining scale in our core business to improving our efficiency and delivering the potential we now have within the Group. Furthermore, all of our activities shall be driven by an ambitious target: we want to become the undisputed leader in our industry and thereby create value for our investors. To achieve this goal, we needed first to define the key principles for our success. Together with my top executives in the group, we discussed these issues of principles intensively in the on.top project before we embarked on defining strategic, performance and organizational issues. We concluded, that for E.ON, there are five key principles to achieving this goal: The first principle is customer orientation. Arguably, the well-known business philosophy of the customer is king has never had such an influence in our industry than with the emergence of liberalization. Understanding our customers needs in each of our respective markets allows us to optimize our services and processes. But market insight alone is not enough. We have to make the best use of our strong market presence and be able to proactively influence major market trends, based on our integrated business model. The third principle for success is to stay ahead of our competition in areas such as technology, operational excellence and processes. Another key principle is our investor focus. Success for us is success for our investors who should ultimately benefit from our performance. And finally, all of the above mentione d principles for success are not reachable, unless our people have a common identity and are motivated and energized to make it happen. Therefore our fifth principle is group identity. With these key principles for the success of the E.ON Group defined, we then dealt intensively with proposals to push the development of E.ON as an integrated energy group.
5 Page 5 of 54 When we last spoke, I informed you of the five areas of our on.top project. They were strategy, integration, performance, leadership and communication. During the review process, what impressed me the most was the common understanding among our top 70 executives that for E.ON to become a top performer in the industry, we need to adapt our strategy, structure and organization to future market demands to improve our performance. Within all five areas - we have either defined, outlined and/or implemented the respective processes. Based on a clear common understanding of our business model, we next examined the current portfolio of electricity and gas businesses in the individual markets from various angles. Thus, the attractiveness of individual markets was examined based on criteria such as market size, profitability, specific market risks, status and development of the regulatory environment and the opportunities to expand the business. E.ON s strategic position in these markets was analyzed using criteria such as relative market share, degree of integration, relative cost position, management ability and brand strength. This detailed strategic review confirmed not only our leading position in the energy market, but it also reinforced our commitment to the integrated business model. E.ON has a clear focus on both power and gas throughout the total value chain. We have also clearly identified the five target markets where we will focus our business model on in the mid-term, that is until The first target market is in midstream gas which is a Pan-European business. Here, we will focus on expanding the strong gas presence of Ruhrgas throughout the European market. We need to strengthen our gas value chain, in particular, by selective investments into equity gas. This is important for us in the future to diversify the structure of our gas supply. The other four markets which include both integrated power and downstream gas are Central Europe, the UK, the Nordic region and the US Midwest. Potentially Italy could become a sixth target market, whereas Russia needs to be further evaluated. The acquisition of Ruhrgas and existing opportunities have shifted our focus towards the European power and gas business.
6 Page 6 of 54 Hence, we do not plan acquisitions in the US in the mid-term and feel comfortable with our position in Kentucky. However, in the long-term the option for growth in the US is intact due to consolidation opportunities. Therefore, right now our decision is to neither invest nor divest in the US. Generally speaking, there are no large scale acquisitions planned through mid-2006 and we will focus only on small to medium sized investments to strengthen our market positions in our core markets. During the process of reviewing our strategy, we defined our key strategic principle to be vertically integrated. We have ambitious goals because of our market positions in electricity and gas internationally and compared to our competitors, we are superbly positioned. Some of our competitors have a larger and wider business portfolio but are not able to extract the potential synergies. Others have a similar emphasis on electricity and gas, however without comparable international presence. Problems with trading companies and IPP (independent power producers) as well as our experience in the UK - showed what risks are associated with an insufficient integration throughout the value chain. That is why our vertically integrated business model in electricity and gas is one of the most important advantages E.ON has. Thus, we are eager to exploit the synergies of managing power and gas within one company. The Ruhrgas acquisition has placed us in an exceptional position to do so. These power-gas synergies already exist today - above all in downstream - but are likely to strongly increase in the future. In the short-term, the most potential comes from the increasing downstream convergence of power and gas. Using the UK market as an example, we see an ever increasing customer demand for dual fuel offerings. We aim to benefit from this trend through seizing operational synergies and optimizing the overlaps of power and gas.
7 Page 7 of 54 In the long-term, downstream convergence will be completed by power-gas synergies on the up- and midstream levels. In particular there is strong growth of gas-fired power generation expected in Europe. Here in Germany as well as in other European countries, gas will be the front-runner in replacing coal and nuclear for electricity generation. One of the key issues in evaluating the power and gas business in Europe is understanding its specifics. Whereas the power business is regional and specific in terms of generation, gas on the other hand is a Pan-European business due to physical flows and the number of gas suppliers. Only the delivery of gas is a regional business. Due to individual market specifics, every region requires a separate steering model and offers different optimization potentials. Therefore we based our strategy on a strict market logic with five target markets. You can see that E.ON currently holds strong positions in all five of these target markets. Although this is gratifying, we have identified in each of our five target markets areas in which we have to strengthen and diversify our position. Let me share our thoughts with you on these individual target markets. With Ruhrgas on board, we are well positioned to play an influential role in the Pan- European gas market. Increased opening of the European gas markets and the privatization of Eastern European midstream gas players offer substantial opportunities to strengthen our positions in our core markets. At the same time, it also offers us opportunities to build-up equity gas positions by investing in proven gas reserves and intensifying the ties with our major gas supplier Gazprom.
8 Page 8 of 54 As E.ON s biggest market - Central Europe is a region with excellent opportunities for integration and consolidation in the power and gas business. E.ON will continue its business philosophy of consolidating regional utilities to optimize synergies and services as we have done at E.ON Bayern, E.ON Hanse and at E.ON Westfalen- Weser. Whereas in Germany, we will continue to optimize efficiencies and extract synergies between regional electricity companies. The countries like the Czech Republic and Hungary offer us synergy potential in power and gas downstream businesses. Moreover, in the longer term we will be a larger and more influential group when we need to address our need for re-investment in generation in Central Europe, which we expect to focus on gas-fired power production. In the UK market our acquisition of TXU Europe s customer base last October positioned Powergen with an excellent hedge. The priority now lies in fully integrating TXU as well as improving returns versus cost of capital. We will be looking for selected investments to round-off our UK portfolio, potentially with investments in power distribution, renewables and gas assets. The Nordic market is still fragmented and we believe that consolidation opportunities in the near future will allow us to strengthen our already solid position in this market. Together with Ruhrgas there are additional opportunities for gas as well as for gas-fired generation for industrial and municipal customer segments. Our strategic focus is demonstrated by today s announcement of our agreement to purchase EDF s 36.3 percent stake in Graninge, thereby gaining a majority stake of 72.6 percent.
9 Page 9 of 54 This step fits perfectly with our consolidation strategy in the Nordic region by: further improving our retail position with 30 percent more customers, expanding our hydro generation position in Scandinavia by 30 percent and thereby balancing our low cost generation portfolio (Hydro/Nuclear) benefiting from rising power prices in Nordic region due to low capacity reserves, and by taking advantage of synergies from regional proximity to existing activities. In addition, this acquisition meets our strict financial criteria as it is expected to be earnings enhancing from the first year of consolidation and we expect ROCE for all our Nordic activities to meet the cost of capital within three years, that is by The detailed information regarding this transaction has already been made available to you. And the fifth target market for E.ON - is the US. Specifically, we mean the Midwest region of the US. Today in Kentucky, LG&E Energy holds a strong local market position in a stable regulatory environment as well as offers one of the lowest energy prices in the US. Therefore, as I mentioned earlier, currently there is no need for any action. Based on our clear defined strategy, we have identified further investment opportunities in the range of an additional 8 to 10 billion Euros above the 2002 reported three year investment plan of 18 billion Euros for Of this total amount of 18 billion Euros, roughly 50 percent is assigned to fixed asset investments. By the end of June, 6.1 billion Euros have been realized, of which 4.5 billion Euros represent the remaining amount for the acquisition of Ruhrgas. The additional 8 to 10 billion Euros are earmarked for those additional strategic investments which should strengthen our positions in our target markets.
10 Page 10 of 54 These are planned investments in general and they will all have to meet our strict return criteria if and when they have to be realized. After our large acquisitions in the recent past, implementing our strategy can only be successful if we have an organization which supports the full integration across our whole group. Therefore we defined a structure which will ensure efficient group-wide monitoring as well as optimized management of each individual energy market. This clear market-oriented organization will consist of three layers: business units, market units and corporate center. Firstly, business units will be responsible for the operating activities. These units will be in charge of specific sub-markets and/or of parts along the value chain to secure the highest efficiency and proximity to the customer. Secondly, on the next level, market units will be in charge of integrated market management on a decentralized basis. In this respect, the responsibilities are defined as follows: Ruhrgas for the Pan-European Gas market; E.ON Energie for Central Europe, Powergen for UK, LG&E Energy for the US activities and Sydkraft for the Nordic markets. Thirdly, the corporate center will be in charge of the management across the energy markets and the continuous optimization of the portfolio throughout the E.ON Group. To be closer to our operational activities, three new major functions will be implemented into the corporate center: strategic market management to coordinate the entire energy business across the different markets; such as the construction of new generation facilities, gas-power interfaces and infrastructure decisions, operational excellence to leverage group-wide best practice and optimize all business processes; such as continuous benchmarking of generation plants and retail processes across market units and regulatory affairs to define regulation and energy policy positions and coordinate interfaces to the regulator and energy policy makers.
11 Page 11 of 54 This clear differentiation of the functions among the three levels will allow us to avoid double work, to reduce costs and to secure synergies. In this respect, for example, the following structural measures are planned: In the market unit Pan-European Gas, Thüga, D-Gas and RAG Austria will be transferred to Ruhrgas to operate the gas business more efficiently. In Central Europe, all downstream activities will be consolidated under E.ON Energie to allow for full integration. In the UK, the gas activities will be optimized by linking the trading and retail position of Powergen with the long-term supply capabilities of Ruhrgas. In the market unit Nordic, Sydkraft will be assigned directly to E.ON AG and the gas supply will be managed by Ruhrgas in the future. In the US, LG&E Energy will be directly assigned to E.ON AG. In summary, we are convinced that this new organizational structure will allow us to operate close to the market and at the same time to manage the group as a whole. The first challenge in making our new organizational approach work, consists in systematically integrating our most recent acquisition, Ruhrgas. Through this process, a number of new interfaces between the Group s electricity and gas business have been created. We have identified these important contact points and will strive to realize the possible integration potentials. On top of maximizing the short-term integration potentials there are also longer term supply options for markets like the UK and Nordic region. This will make the Ruhrgas acquisition even more beneficial for E.ON.
12 Page 12 of 54 Both our strategy and organizational approach are designed to ultimately improve our financial performance. Therefore, we have set ourselves ambitious targets to improve returns in the medium term (i.e. until 2006). Firstly we want to achieve a return on capital employed (ROCE) of at least 10.5 percent by Based on capital employed of 64 billion Euros, this implies an increase in earnings before interest and taxes (EBIT) of about 2 billion Euros above the EBIT of 4.7 billion Euros in It is not only our target to improve ROCE performance by sweating the assets but also by optimizing capital employed in the future. Another important target we have set is Group free cash flow. After accounting for investments in fixed assets - we expect to generate on average 2.4 billion Euros per annum of free cash flow. Based on this expected strong financial performance we are committed to return value to our investors by growing dividends double digit on average. In addition to an expected increase in net income, we want to increase our dividend payout ratio to about 50 percent of net income by In general, we do not rule out any share-buy-back program. But given the investment priorities in our core markets and our more progressive dividend policy, we do not currently envisage any share-buy-backs. Achieving our set targets implies a significant operational improvement through Although we have completed since our Veba/Viag merger in 2000 a cost cutting program that resulted in an aggregate of approximately 1.5 billion Euros in cost savings through yearend 2002, we need to stretch further. We have identified three levers to reach this operational improvement. First, the newly acquired businesses Powergen and Ruhrgas will contribute significantly to the operational improvement. Secondly, we expect improvement from organic growth (i.e. prices and volumes) based on the developments in the core markets. Thirdly, we have identified an operational improvement program of 1 billion Euros in three areas:
13 Page 13 of 54 operational excellence through best practice in all steps of the value chain integration synergies mainly from Powergen/TXU and Ruhrgas, and further improvements from procurement and contract renegotiations. At this point, I would ask for your understanding in not providing you with a further breakdown of our operational improvement program. For sure, our internal analysis is much more detailed as shown here today. But due to legal advice on recent changes in US GAAP rules we do not see ourselves in a position to externally communicate such numbers. These numbers are regarded as non GAAP financial measures and have to be reconciled into GAAP financial measures. This would imply, that any measure has to be shown with its individual effect on net income. Nevertheless, we have never been more explicit in our communication on expected earnings. This should give you sufficient guidance as to our ambitious performance targets. The one-off costs associated to this operational improvement program are 430 million Euros over three years. The above mentioned 1 billion Euro program includes expected reductions in costs at the corporate center as well as market units. Ambitious targets can only be achieved in a team that has agreed on clear leadership principles. With that said, the headquarter office here in Düsseldorf will move closer to daily operations and strengthen the corporate center functions. This will be driven by top-down performance targets and incentive measures. We will establish clear leadership functions at the corporate level responsible for top executives throughout the group and across market units. We will also coordinate group wide best practice and management in regulated markets. This process of moving closer to operations has already started with Mr. Bergmann, CEO of Ruhrgas AG joining the E.ON Board of Management earlier as well as Mr. Teyssen, CEO of E.ON Energie who is designated to join the E.ON Board by January 1, 2004.
14 Page 14 of 54 I would like to emphasize that these changes in the E.ON Board are not representi ng market unit responsibilities as in the past, but by Groupwide functions in both the up- and downstream energy businesses. And last but certainly not least is the ever important key priority of communication to the capital markets. This is of particular importance to me and along with leading my managers with clear performance targets - investor relations is one of my biggest priorities. Under my leadership you have my commitment to further openness and transparency as long as it does not adversely affect the interests of the company and ultimately our shareholders. We will also be hosting special events as well as exposing our key operational managers to analysts and investors. Ladies and Gentlemen, Let me take just a few moments here to summarize. E.ON s strategy is clearly defined with a mid-term investment focus on Europe which is supported by our proven integrated business model. Our new market oriented organizational structure will allow us to fully realize integration potentials. We have defined a performance improvement program of 1 billion Euros with ambitious financial targets by We have implemented leadership management principles which will lead the integrated group from a strong corporate center. And finally, we will intensify our communication because investors issues are E.ON s issues. In conclusion, we have embarked on a new period in our company s history: An era driven by new energy that we believe will ultimately power our performance.
15 Page 15 of 15 This presentation contains certain statements that are neither reported financial results nor other historical information but are based on beliefs of E.ON s management as well as assumptions made by and information currently available to E.ON. These statements are forward-looking statements within the meaning of the safeharbor provisions of the U.S. federal securities laws. Because these forward-looking statements are subject to risks, uncertainties and assumptions, actual future results may differ materially from those expressed in or implied by the statements. Many of these risks and uncertainties relate to factors that are beyond our ability to control or estimate precisely, such as future market or economic conditions, fluctuations in currency or interest rates, the behaviour of other market participants or customers, the actions of governmental regulators, lack of successful completion or implementation of planned acquisitions or dispositions, as well as other risks, including those detailed in our filings with the Securities and Exchange Commission. For information identifying factors that could cause our actual results to differ materially from those anticipated in the forward-looking statements, you should refer to our filings with the Securities and Exchange Commission, in particular to the discussion included in the section of our 2002 Annual Report on Form 20-F entitled "Item 3. Key Information: Risk Factors." We caution you not to place undue reliance on these forward-looking statements, which speak only as of today's date. We do not undertake any obligation to update any forwardlooking statements to reflect events or circumstances after the date of this presentation and do not intend to do so. 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 measures (including Internal Operating Profit, EBIT, EBITDA, Net Financial Position and Free Cash Flow) 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. 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. In accordance with applicable U.S. rules and regulations, E.ON has made available on its website at a reconciliation of any non-gaap financial measure used in this presentation to the most directly comparable U.S. GAAP measure. 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.