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Subject:TXU Sells Two Texas Power Plants to Exelon; Sale Supports
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Date:Fri, 28 Dec 2001 09:45:34 -0800 (PST)

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December 28, 2001



TXU Sells Two Texas Power
Plants to Exelon; Sale Supports
Strategies of Both Companies=20



By Will McNamara
Director, Electric Industry Analysis



[News item from PRNewswire] TXU Corp. (NYSE: TXU) and Exelon Generation ann=
ounced an agreement to sell two large TXU gas-fired electric generating pla=
nts to Exelon Generation, a subsidiary of Exelon Corp. (NYSE: EXC) for $433=
million. The transaction, involving two Dallas/Fort Worth plants with a co=
mbined capacity of 2,334 MW will allow Exelon Generation to expand its pres=
ence in the Texas region, enhancing its geographic and market diversity, wh=
ile providing TXU with the opportunity to expand beyond Texas.=20

Analysis: Perhaps the key factor about this deal is that it supports the st=
rategies of both companies particularly well. TXU, one of the largest gener=
ation companies in the world, has been attempting to expand out of its home=
state of Texas for some time, following competitive opportunities as they =
are presented by electric deregulation. The company, which will maintain a =
presence in the Texas market, has already expanded internationally into cou=
ntries such as Australia and Europe, and will mostly likely use the proceed=
s from the divestiture of its two Texas plants to expand further in the Uni=
ted States. For Exelon, the deal provides a foothold into the expanding Tex=
as market, which becomes fully competitive next week, and provides a partic=
ularly valuable inroad into the high-demand region of Dallas/Fort Worth.

Let's first establish some important data about the two plants that TXU is =
selling to Exelon. As noted, the combined capacity of the two plants is abo=
ut 2,334 MW. One of the plants is the 1,441-MW Handley Steam Electric Stati=
on, which is located southeast of Fort Worth. According to TXU, 412,000 bar=
rels of oil can be stored on site to fuel five oil/gas units at the plant. =
Handley is cooled by water from Lake Arlington. The first unit was put into=
operation in 1948, with the additional units coming on line in 1950, 1963,=
1976, and 1977. The other plant being sold is the 893-MW Mountain Creek St=
eam Electric Station, which is located about two miles west of Loop 12 in D=
allas. With the first oil/gas unit established in 1945, four more units wer=
e added in 1949, 1956, 1958, and 1967. Both sales include the generating un=
its of the plants, along with all of the other assets that are necessary fo=
r them to operate (land, water rights, transmission interconnections, gas p=
ipeline interconnections, production facilities, and emission allowances).

The strategies of both companies that are driving these transactions are pr=
etty straightforward. From TXU's perspective, the sales will reduce the com=
pany's generation concentration in a single U.S. market, which up to this p=
oint has been primarily in its home state of Texas. Proceeds from the sale =
apparently will be used to help TXU to expand in other North American marke=
ts outside of Texas. In addition, proceeds from the sale will be used to st=
rengthen TXU's balance sheet by reducing debt, something that has become in=
creasingly important to all companies operating in the competitive energy s=
pace since the bankruptcy of market-leader Enron. It is important to note t=
hat TXU has no plans to exit the Texas market, and still intends to operate=
in the state as a generation company and retailer. Note that according to =
Texas restructuring law, there must be a wall between the two operating uni=
ts, which must function as separate companies. In essence, the divestiture =
is merely being used as a strategy for TXU to free up necessary cash that w=
ill support growth into other markets, and reduce the amount of potential m=
arket power that the company may have in Texas.=20

The issue of market power is another new factor that has developed in the l=
atter half of this year, considering that recent rulings by the Federal Ene=
rgy Regulatory Commission (FERC) have forced several other companies to cha=
rge cost-based prices for some wholesale transactions if they are deemed to=
hold market power in their particular service territories. Texas law allow=
s a company to own and control no more than 20 percent of capacity within t=
he Electric Reliability Council of Texas (ERCOT), and TXU claims that it is=
within this cap. However, TXU acknowledges that it had an over-concentrati=
on of generating capacity in one market and wanted to expand into other mar=
kets. Excluding the sold facilities, TXU will now own 18,651 MW of net capa=
city, which are still located primarily in Texas. However, it is becoming c=
lear that TXU intends to reduce its role in the Texas generation market.

From Exelon's perspective, the sale expands the company's generating capaci=
ty by about 10 percent, which is an important increase considering that Exe=
lon is attempting to maintain its position as one of the industry's largest=
asset-based traders. Exelon, which was created as a result of the merger b=
etween PECO Energy and Commonwealth Edison, is known mostly for its strong =
nuclear capabilities. In fact, Exelon has the largest nuclear fleet in the =
nation and still outpaces most of the competition in the nuclear industry, =
owning a total of 17 reactors that produce about 17,000 MW of power. Exelon=
may be attempting to create a more diversified generation portfolio. Exelo=
n Power, which will manage the output of the two plants bought from TXU, ov=
ersees Exelon's portfolio of coal, natural gas, oil, landfill gas, and hydr=
o generating assets, which include 72 intermediate and peaking units in Pen=
nsylvania and Maryland (capable of producing 4,800 MW of net generating cap=
acity). Thus, Exelon's purchase of the two TXU plants could be seen as an e=
ffort to diversify, both regionally and from a power-source perspective, fr=
om the company's previous focus on nuclear power in the Northeast.=20

Perhaps equally important, the sale provides a valuable inroad to the Texas=
market, which represents the second-largest energy market (behind Californ=
ia), offering a market value of about $20 billion. Now that California is n=
o longer a competitive energy market, there are high hopes that Texas will =
prove to be a flourishing market once full competition begins in the state =
next week. On Jan.1, 2002, most customers of investor-owned utilities in Te=
xas will have the opportunity to choose a Retail Electric Provider (REP)-th=
e company that provides their electricity. As a whole, the Texas energy mar=
ket represents 70,000 MW of generation operating on a 37,000-mile transmiss=
ion network.=20

One of Exelon's main objectives is to expand its portfolio of generation as=
sets and position itself as one of the nation's top-tier energy suppliers. =
Penetrating a state like Texas seems like a natural step for Exelon, which =
up to this point has developing generating assets that stretch from Chicago=
to Pennsylvania. This is not the first expansion that Exelon has made into=
the Texas market. In the summer of 2001, Exelon began operating a new 165-=
MW combustion turbine known as the ExTex LaPorte plant near Houston. Prior =
to that, Exelon had already become involved in marketing power output from =
two other plants in Texas (830 MW from the Tenaska Frontier plant and 350 M=
W from the Wolf Hollow plant).

It is important to note that Exelon and TXU are competitors in the Texas ma=
rket, especially on the wholesale side of the business, and thus there are =
fine lines drawn between the companies in light of the sales contract. Unde=
r the sales agreement, Exelon Power, Exelon Generation's power plant operat=
ion arm, will assume operation of the plants. The transaction includes a to=
lling agreement under which TXU Energy will have the right to purchase powe=
r during summer months for the next five years at market-based rates. Consi=
dering the standard definition of a tolling agreement, it is presumed that =
TXU will be providing the natural gas to operate the two plants during the =
summer months of the five-year contract, and then purchasing the electric o=
utput of the plants during that time. Interestingly, TXU is able to abide b=
y Texas' requirement that it not own and control more than 20 percent withi=
n ERCOT by selling off its ownership of these two plants. However, realisti=
cally, TXU still has a hand in the operational control of these two plants,=
at least in the summer months during its five-year contract with Exelon. T=
his raises a philosophical question of whether or not the sales contract be=
tween TXU and Exelon truly accomplishes the goals of Texas' deregulation pl=
an.=20

_____ =20


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