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Subject:Constellation Energy Pursues "Pure Play" Strategy
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Date:Tue, 3 Apr 2001 04:07:00 -0700 (PDT)

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[IMAGE]
IssueAlert for April 3, 2001=20

Constellation Energy Pursues "Pure Play" Strategy

by Will McNamara=20
Director, Electric Industry Analysis

Christian H. Poindexter, chairman and CEO of Baltimore-based Constellation=
=20
Energy Group (NYSE: CEG), announced that it will create two "pure play"=20
energy companies mid-to-late this year to focus exclusively on the North=20
American wholesale market, and regional retail energy services in Maryland=
=20
and the surrounding region. Both entities will become publicly traded=20
companies before the end of the year. Constellation Energy Group is a holdi=
ng=20
company that includes a group of competitive energy businesses focused most=
ly=20
on power marketing and merchant generation in North America, plus Baltimore=
=20
Gas & Electric (BGE), a regulated energy company in Central Maryland. In=20
2000, Constellation reported combined revenues of $3.9 billion and total=20
assets of $12.4 billion.=20

Analysis: Constellation's plan to separate into two publicly traded compani=
es=20
has been in the works for over a year. In early 2000 Constellation began a=
=20
restructuring of its corporate identity, dividing its operations into two=
=20
separate segments: one focused on its unregulated merchant energy business=
=20
(wholesale power marketing and generation operations) and the other focused=
=20
on retail services (including the regulated electric and gas utility, BGE).=
=20
As part of this process, Constellation combined its diverse generation=20
portfolio, power plant operations, and development efforts with its energy=
=20
marketing and trading organization. The company has clearly stated that the=
=20
primary reason for bifurcating its operations is to enhance shareholder=20
value. Constellation has said that "the separation of the businesses will=
=20
illuminate the specific investment advantages of each emerging company and=
=20
allow investors to make decisions based on a clearer assessment of each=20
company's balance of risk and return." =20

Upon separation, the holding company of the merchant energy businesses will=
=20
retain the Constellation Energy Group name. The holding company of the reta=
il=20
services businesses will become BGE Corp. Current shareholders will own=20
shares in each company when the transactions are completed. In addition, th=
e=20
Constellation board of directors has approved a move to allow Goldman Sachs=
=20
to become an equity owner of up to 17.5 percent in the unregulated business=
.=20
Goldman Sachs has been a partner with Constellation since 1997, providing=
=20
risk management and power marketing services. =20

The split of the business can be seen as primarily benefiting Constellation=
's=20
unregulated operations, which provide the real money-making opportunities f=
or=20
the company. In return, the high growth of the unregulated businesses and i=
ts=20
new status as a stand-alone company is expected to benefit Constellation=20
shareholders. Constellation Energy's merchant energy business is made up=20
primarily of the following subsidiaries:=20

Constellation Power Source, Inc.=01*wholesale power marketing and trading;=
=20
Constellation Power Source Generation, Inc., which has ownership of 13 foss=
il=20
and hydroelectric power plants formerly owned by BGE;=20
Constellation Power, Inc. and subsidiaries=01*development and management of=
=20
existing power plants throughout the United States; and=20
Constellation Nuclear, LLC and subsidiaries=01*nuclear generation and=20
consulting.

Poindexter has said that delivering solutions to the company's wholesale=20
customers is the foundation of Constellation's business (as opposed to the=
=20
more traditional operations found on the regulated side). Further, the=20
company's primary growth strategies center on the non-regulated domestic=20
merchant energy business with the objective of providing new sources of=20
earnings growth. The company is planning to divest generation assets in=20
international markets such as Latin America and focus exclusively on its=20
unregulated businesses in the United States.=20

Toward that end, Constellation has focused over the last year on aggressive=
ly=20
building its generation portfolio. Currently, the company controls more tha=
n=20
9,000 MW of power capacity, and over the course of this year plans to add=
=20
1,050 MW of gas-fired peaking capacity as well as complete a recently=20
announced acquisition of 1,550 MW of the Nine Mile Point nuclear facility i=
n=20
New York. The goal for the merchant energy business, according to Poindexte=
r,=20
is to establish a portfolio of over 30,000 MW of electric generation=20
facilities by 2005. Up until this point, Constellation's generation assets=
=20
have been primarily based in a mixture of coal and nuclear, and for the mos=
t=20
part located in the Northeastern United States. According to information=20
directly from the company itself, Constellation's own fuel mix is=20
predominantly coal (54 percent), followed by nuclear (40 percent). Oil, gas=
=20
and hydro only represent a small percentage (6 percent) of Constellation's=
=20
fuel mix. However, moving forward, it is expected that nuclear power will=
=20
play an increasingly important role in Constellation's competitive strategy=
.=20

Constellation's merchant energy business was ranked fifth in the nation for=
=20
sales of electric power in the third quarter of 2000, and the company is=20
committed to expanding this growth. Revenues in Constellation's unregulated=
=20
businesses totaled $1.14 billion for year-end 2000, almost half of the tota=
l=20
revenues for the company. Segment earnings for 2000 reflected a shift in=20
earnings from the regulated utility business to the non-regulated domestic=
=20
merchant energy business as a result of the transfer of BGE's electric=20
generation assets to non-regulated subsidiaries on July 1, 2000.=20
Constellation believes that a reasonable range for 2001 earnings per share =
on=20
a total company basis is $3.00 to $3.10. More than two-thirds of the total=
=20
earnings is expected to come from the domestic merchant energy business, wi=
th=20
the remainder coming from BGE and the other businesses that will comprise t=
he=20
new BGE Corp. as part of the business separation strategy.=20

Meanwhile, BGE remains a consistent performer and in fact contributed the=
=20
majority of Constellation's revenues over the course of 2000 ($2.13 billion=
=20
out of a total of $3.9 billion). BGE's fourth quarter electric sales volume=
s=20
increased nearly 7 percent as compared to 1999. This increase in the fourth=
=20
quarter helped to offset a portion of the decline in electric sales=20
experienced during the summer of 2000. BGE will remain a regulated provider=
=20
of gas and electricity delivery services in central Maryland. However, as a=
=20
regulated entity, Constellation apparently believes that BGE will not provi=
de=20
the same level of profit potential as the unregulated merchant business, an=
d=20
therefore the company wants to attract two different sets of investors. =20

FERC approved Constellation's separation plan in early March. The company=
=20
still needs to receive approval from the Nuclear Regulatory Commission and=
=20
the Internal Revenue Service. =20

Also related to Constellation's separation process is a change in the=20
company's common stock dividend policy effective in April 2001. At that tim=
e=20
Constellation's annual dividend is expected to be set at $.48 per share.=20
After the separation, BGE Corp. expects to pay initial annual dividends of=
=20
$.48 per share. Constellation Energy Group, as a growing merchant energy=20
company, initially expects to reinvest its earnings in order to fund its=20
growth plans and not to pay a dividend.=20

Constellation's strategy falls into a growing trend among energy companies=
=20
attempting to streamline their businesses for competitive markets. For=20
instance, last fall American Electric Power (NYSE: AEP) announced its plans=
=20
to restructure into two companies to support a new focus on power generatio=
n,=20
marketing and trading. Under the restructuring, one corporation will hold=
=20
AEP's utility and non-utility subsidiaries whose revenues are derived from=
=20
competitive (unregulated) business ventures. The second corporation will ho=
ld=20
AEP's utility subsidiaries (primarily T=02=15subsidiaries) that are subject=
to=20
regulation by at least one state regulatory commission, or foreign=20
subsidiaries subject to rates or tariffs regulation. It is not clear if AEP=
=20
will opt to take both companies public. Linn Draper, AEP's CEO, has said th=
at=20
the company is reserving that decision until the end of 2001, the time at=
=20
which he believes the restructuring will have received all the necessary=20
regulatory approvals.=20

In addition, just yesterday, Mirant (NYSE: MIR) completed its spin-off from=
=20
parent Southern Company and is now recognized as a fully independent,=20
publicly traded company. Mirant is a global competitive energy company with=
a=20
leading position in both power generation and energy risk management and=20
marketing. With an integrated business model, Mirant develops, constructs,=
=20
owns and operates power plants and sells wholesale electricity, natural gas=
=20
and other energy commodities.=20

Other parent companies that have announced the spin-off of unregulated=20
generation companies into stand-alone and possibly publicly traded companie=
s=20
include UtiliCorp, Reliant and Xcel Energy. =20

As noted, the common driver behind the growing trend of spinning off=20
high-risk, high-growth ventures into stand-alone companies is the hope of=
=20
attracting two sets of investors. For instance, let's take a look at the=20
Southern Company / Mirant example as Mirant has just completed its spin-off=
=20
from Southern. Southern Company's P/E multiple is 10.48 compared to Mirant'=
s=20
29.14. The price earnings ratio is typically used to gauge a firm's measure=
=20
of value and can be used to compare a company to its peers and industry=20
average. The average P/E ratio of a traditional utility company is somewher=
e=20
around 12.00. A P/E ratio much higher than the average signals that the=20
company has a high-risk, high-reward profile. However, the general consensu=
s=20
is that the traditional utility investor does not have the risk-appetite fo=
r=20
an IPP-type company. The IPP stock carries more risk than the average utili=
ty=20
and does not guarantee a dividend payment. On the other hand, with risk com=
es=20
reward. Consequently, companies such as Southern, Constellation and the=20
others mentioned are finding that by splitting non-regulated and regulated=
=20
businesses, they can attract two different sets of investors and safeguard=
=20
any possible negative earnings impact that might spill over from one side o=
f=20
the business to the other. =20

An archive list of previous IssueAlerts is available at
www.ConsultRCI.com




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