Approximately $7.7 billion of Debt Securities and Bank Credit Facilities Affected
New York, June 11, 2012 -- Moody's Investors Service today placed the ratings of Exelon Corporation
(Exelon: Baa2 senior unsecured) under review for possible downgrade
along with the long-term ratings of its primary subsidiary,
Exelon Generation Company, LLC (ExGen: Baa1 senior unsecured).
Exelon's Prime-2 short-term rating for commercial
paper is also under review for possible downgrade; however,
ExGen's short-term rating for commercial paper is not under
review and affirmed at Prime-2.
"Today's rating action follows our assessment and concerns
with Exelon's financing plan outlined last week which contemplates
debt financing 100% of the expected negative free cash flow over
the next few years caused by weakened operating cash flow, a sizeable
dividend, and a substantial capital investment program,"
said A. J. Sabatelle, Senior Vice President at Moody's.
"Over the next three years, we estimate that debt at ExGen
/Exelon could increase by more than $3 billion, a nearly
40% increase from the March 31, 2012 level of about $8.3
billion. An increase in debt of this magnitude would, most
likely, permanently weaken key financial metrics and credit quality
at ExGen and Exelon."
RATINGS RATIONALE
The rating review reflects our analysis and concerns over the company's
financing plan for the next three years which includes primarily debt
financing the expected negative free cash flow of Exelon's unregulated
businesses caused by weakened operating margins and funding a large capital
investment program and a common dividend. While weak market fundamentals
are negatively affecting the entire unregulated power space, Exelon
remains unique relative to its peers, given its high reliance on
the unregulated power business for earnings and cash flow. Negative
free cash flow will persist at Exelon over the intermediate term based
upon the funding requirements for its nuclear up-rate program,
committed solar and wind projects, and the continuing payment of
the common dividend. In light of sizable capital requirements anticipated
at regulated subsidiary Commonwealth Edison Company (ComEd: Baa2
senior unsecured) and the existence of dividend restrictions at regulated
subsidiary Baltimore Gas & Electric Company (BG&E: Baa1
senior unsecured), the majority of the company's $1.8
billion common dividend requirements will be borne by ExGen while it also
funds its strategically important, multi-year nuclear up-rate
investment program. Exelon's current plan does not include
the issuance of new common equity during this timeframe leading to deteriorating
credit metrics at both ExGen and at Exelon.
Moody's believes that Exelon remains firmly committed to maintaining
an investment grade rating at Exelon and ExGen, and we opine that
the company's current plans, as we understand them,
will enable Exelon and ExGen to maintain investment grade ratings during
this down commodity cycle. To that end, should the outcome
of the rating review result in a rating downgrade at Exelon and ExGen,
the downgrade would be limited to one notch enabling both entities to
maintain an investment grade rating.
The review will examine the company's near-term and intermediate
term financing plans in greater detail, including the merger requirement
to sell its Maryland based fossil fuel generation assets. The review
will also access the announced plans to grow the company's retail
business, the likelihood of the company reaching its revised merger
saving targets, and the feasibility of achieving anticipated reductions
in liquidity levels across the commodity platform.
The ratings and stable rating outlook for Exelon's regulated utilities,
ComEd, BG&E, and PECO Energy Company (A3: Issuer
Rating) are unaffected by today's rating action at Exelon and ExGen
reflecting an expectation for strong credit metrics for the respective
rating categories at these utilities, the existence of dividend
restrictions at BG&E and a view that the boards of ComEd and PECO
will continue to follow a responsible dividend policy that first considers
the capital and infrastructure needs of each utility. For more
information, please review the most recent Credit Opinion on moodys.com.
On Review for Possible Downgrade:
..Issuer: Constellation Energy Group, Inc.
....Junior Subordinated Regular Bond/Debenture,
Placed on Review for Possible Downgrade, currently Baa3
....Senior Unsecured Bank Credit Facility,
Placed on Review for Possible Downgrade, currently Baa2
....Senior Unsecured Regular Bond/Debenture,
Placed on Review for Possible Downgrade, currently Baa2
..Issuer: Exelon Capital Trust I
....Pref. Stock Shelf, Placed
on Review for Possible Downgrade, currently (P)Baa3
..Issuer: Exelon Capital Trust II
....Pref. Stock Shelf, Placed
on Review for Possible Downgrade, currently (P)Baa3
..Issuer: Exelon Capital Trust III
....Pref. Stock Shelf, Placed
on Review for Possible Downgrade, currently (P)Baa3
..Issuer: Exelon Corporation
.... Issuer Rating, Placed on Review
for Possible Downgrade, currently Baa2
....Multiple Seniority Shelf, Placed
on Review for Possible Downgrade, currently a range of (P)Ba1 to
(P)Baa2
....Multiple Seniority Shelf, Placed
on Review for Possible Downgrade, currently a range of (P)Ba1 to
(P)Baa2
....Multiple Seniority Shelf, Placed
on Review for Possible Downgrade, currently a range of (P)Ba1 to
(P)Baa2
....Senior Unsecured Commercial Paper,
Placed on Review for Possible Downgrade, currently P-2
....Senior Unsecured Regular Bond/Debenture,
Placed on Review for Possible Downgrade, currently Baa2
....Senior Unsecured Shelf, Placed on
Review for Possible Downgrade, currently (P)Baa2
..Issuer: Exelon Generation Company, LLC
.... Issuer Rating, Placed on Review
for Possible Downgrade, currently Baa1
....Multiple Seniority Shelf, Placed
on Review for Possible Downgrade, currently (P)Baa3, (P)Baa1
....Multiple Seniority Shelf, Placed
on Review for Possible Downgrade, currently (P)Baa3, (P)Baa1
....Senior Unsecured Regular Bond/Debenture,
Placed on Review for Possible Downgrade, currently Baa1
..Issuer: Pennsylvania Economic Dev. Fin.
Auth.
....Senior Unsecured Revenue Bonds,
Placed on Review for Possible Downgrade, currently Baa1
Outlook Actions:
..Issuer: Constellation Energy Group, Inc.
....Outlook, Changed To Rating Under
Review From No Outlook
..Issuer: Exelon Capital Trust I
....Outlook, Changed To Rating Under
Review From Negative
..Issuer: Exelon Capital Trust II
....Outlook, Changed To Rating Under
Review From Negative
..Issuer: Exelon Capital Trust III
....Outlook, Changed To Rating Under
Review From Negative
..Issuer: Exelon Corporation
....Outlook, Changed To Rating Under
Review From Negative
..Issuer: Exelon Generation Company, LLC
....Outlook, Changed To Rating Under
Review From Negative
Headquartered in Chicago, IL, Exelon is the holding company
for non-regulated subsidiary, ExGen and for regulated subsidiaries,
ComEd, PECO, and BG&E. At 03/31/2012, Exelon
had total assets of $77.6 billion.
The principal methodology used in this rating was Unregulated Utilities
and Power Companies published in August 2009. Please see the Credit
Policy page on www.moodys.com for a copy of this methodology.
REGULATORY DISCLOSURES
The Global Scale Credit Ratings on this press release that are issued
by one of Moody's affiliates outside the EU are endorsed by Moody's
Investors Service Ltd., One Canada Square, Canary Wharf,
London E 14 5FA, UK, in accordance with Art.4 paragraph
3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies.
Further information on the EU endorsement status and on the Moody's
office that has issued a particular Credit Rating is available on www.moodys.com.
For ratings issued on a program, series or category/class of debt,
this announcement provides relevant regulatory disclosures in relation
to each rating of a subsequently issued bond or note of the same series
or category/class of debt or pursuant to a program for which the ratings
are derived exclusively from existing ratings in accordance with Moody's
rating practices. For ratings issued on a support provider,
this announcement provides relevant regulatory disclosures in relation
to the rating action on the support provider and in relation to each particular
rating action for securities that derive their credit ratings from the
support provider's credit rating. For provisional ratings,
this announcement provides relevant regulatory disclosures in relation
to the provisional rating assigned, and in relation to a definitive
rating that may be assigned subsequent to the final issuance of the debt,
in each case where the transaction structure and terms have not changed
prior to the assignment of the definitive rating in a manner that would
have affected the rating. For further information please see the
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the rating.
A.J. Sabatelle
Senior Vice President
Infrastructure Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
William L. Hess
MD - Utilities
Infrastructure Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
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JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Moody's reviews Exelon and Exelon Generation for possible downgrade