Approximately $5 billion of debt affected
New York, March 24, 2016 -- Moody's Investors Service, ("Moody's") today
upgraded the ratings for Pepco Holdings, Inc. (PHI),
including the senior unsecured rating to Baa2 from Baa3 and the short
term commercial paper rating to Prime-2 (P-2) from Prime-3
(P-3). In addition, Moody's changed the rating
outlook for PHI to stable from developing. Concurrently with this
action, Moody's affirmed the ratings for Exelon Corporation
(Exelon), including the Baa2 senior unsecured rating and Prime-2
(P-2) short term commercial paper rating. Exelon's
rating outlook is stable.
Upgrades:
..Issuer: Pepco Holdings, Inc.
.... Issuer Rating, Upgraded to Baa2
from Baa3
....Senior Unsecured Commercial Paper,
Upgraded to P-2 from P-3
....Senior Unsecured Regular Bond/Debenture,
Upgraded to Baa2 from Baa3
Outlook Actions:
..Issuer: Exelon Capital Trust I
....Outlook, Remains Stable
..Issuer: Exelon Capital Trust II
....Outlook, Remains Stable
..Issuer: Exelon Capital Trust III
....Outlook, Remains Stable
..Issuer: Exelon Corporation
....Outlook, Remains Stable
..Issuer: Pepco Holdings, Inc.
....Outlook, Changed To Stable From
Developing
Affirmations:
..Issuer: Constellation Energy Group, Inc.
....Senior Unsecured Regular Bond/Debenture,
Affirmed Baa2
..Issuer: Exelon Capital Trust I
....Pref. Stock Shelf, Affirmed
(P)Baa3
..Issuer: Exelon Capital Trust II
....Pref. Stock Shelf, Affirmed
(P)Baa3
..Issuer: Exelon Capital Trust III
....Pref. Stock Shelf, Affirmed
(P)Baa3
..Issuer: Exelon Corporation
.... Issuer Rating, Affirmed Baa2
....Preferred Shelf, Affirmed (P)Ba1
....Subordinate Shelf, Affirmed (P)Baa3
....Senior Unsecured Shelf, Affirmed
(P)Baa2
....Senior Unsecured Bank Credit Facility,
Affirmed Baa2
....Senior Unsecured Commercial Paper,
Affirmed P-2
....Senior Unsecured Regular Bond/Debenture,
Affirmed Baa2
RATINGS RATIONALE
"With the merger completed, PHI benefits as an intermediate
subsidiary holding company of Exelon," said Jim Hempstead,
Associate Managing Director. "We see Exelon's larger
size and scale bringing more resources and capital to help accelerate
PHI's investment plans."
PHI's Baa2 rating reflects the company's status as an intermediate subsidiary
holding company of Exelon, and its portfolio of three low business
risk profile transmission and distribution (T&D) utilities.
PHI's utilities (Atlantic City Electric Company, (Baa2 stable);
Delmarva Power and Light Company, (Baa1 stable) and Potomac Electric
Power Company, (Baa1 stable)) provide electric and natural gas delivery
services to roughly 2.0 million customers. PHI's service
territories cover the District of Columbia (DC), Maryland,
Delaware and New Jersey, and are contiguous to Exelon's Maryland
and Pennsylvania service territories. In 2015, PHI's
T&D utilities produced roughly $1.0 billion in cash
flow that covered approximately $7.1 billion in debt.
For Exelon, and its Baa2 senior unsecured rating, the acquisition
of PHI is credit positive because it helps transition the company more
towards a regulated business. PHI brings an incremental $8
billion in rate base to Exelon's roughly $20 billion,
and adds regulatory diversity with new service territories in DC,
Delaware and New Jersey.
"We see Exelon's business shifting more towards its regulated
utilities, so we will now assess Exelon's credit profile under
our Global Regulated Electric and Gas Utilities rating methodology,"
Hempstead added.
Prospectively, we see Exelon's roughly $28 billion
of regulated T&D utility rate base remaining higher than its combined
T&D utility debt of approximately $20 billion. In addition,
we count an additional $5.0 billion in parent holding company
debt, which if added to the T&D utility debt, is still
below the rate base, a credit positive. When looking at Exelon
without its unregulated business operations, we see an ability to
generate a ratio of cash flow to debt in the 20% range (considering
only the T&D utility debt) and the mid-teen's range (considering
the T&D utility debt and incorporating the holding company debt).
In addition, we see approximately $3.5 billion of
debt at Baltimore Gas and Electric Company (A3 stable), $8.1
billion of debt at Commonwealth Edison Company (Baa1 positive),
$3.1 billion of debt at PECO Energy Company (A2 stable),
$1.3 billion of debt at Atlantic City Electric Company (Baa2
stable), $1.6 billion of debt at Delmarva Power and
Light Company (Baa1 stable) and $2.6 billion of debt at
Potomac Electric Power Company (Baa1 stable).
Liquidity Profile
PHI's Prime-2 short term commercial paper rating reflects
the strength and liquidity resources of Exelon. Going forward,
we incorporate a view that PHI will no longer be utilized as a principal
financing vehicle, and we expect the debt at PHI, including
its existing short-term debt, to slowly transition to the
Exelon parent holding company level.
Rating Outlook
The stable rating outlook for PHI reflects its role as an intermediate
subsidiary holding company of Exelon. Exelon's stable rating
outlook reflects the stability and predictability of its larger suite
of T&D utilities, its adequate liquidity profile and its conservatively
managed and capitalized unregulated business operations. The stable
outlook incorporates a view that Exelon will generate a consolidated ratio
of cash flow to debt ratio in the high-teen's to 20%
range on a sustained basis.
What Could Change the Rating -- Up
PHI's Baa2 rating could be upgraded with an upgrade in Exelon's
rating. Exelon's Baa2 rating could be upgraded if its consolidated
ratio of cash flow to debt rose to the mid-20% range for
a sustained period of time, or if there was a material reduction
in the corporate family's business risk profile.
What Could Change the Rating - Down
PHI's Baa2 rating could be downgraded with a downgrade in Exelon's
rating. Exelon's Baa2 rating could be downgraded if there
was a material increase in regulatory contentiousness in one or more of
its major jurisdictions (i.e., Illinois, Maryland
or Pennsylvania), or if the consolidated ratio of cash flow to debt
declined to the low-to-mid-teen's range for
a sustained period of time. Ratings could also be downgraded if
Exelon deployed a more aggressive corporate finance strategy, where
the level of holding company debt as a percentage of total consolidated
debt rose to over 25% (excluding the debt of Exelon Generation
Company LLC) or if there were any materially adverse developments in the
unregulated business operations related to the nuclear generation fleet
or the retail trading and marketing business.
The principal methodology used in these ratings was Regulated Electric
and Gas Utilities published in December 2013. Please see the Ratings
Methodologies page on www.moodys.com for a copy of this
methodology.
REGULATORY DISCLOSURES
For ratings issued on a program, series or category/class of debt,
this announcement provides certain 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 certain regulatory disclosures in relation
to the credit rating action on the support provider and in relation to
each particular credit rating action for securities that derive their
credit ratings from the support provider's credit rating.
For provisional ratings, this announcement provides certain 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 ratings tab on the issuer/entity page for the
respective issuer on www.moodys.com.
For any affected securities or rated entities receiving direct credit
support from the primary entity(ies) of this credit rating action,
and whose ratings may change as a result of this credit rating action,
the associated regulatory disclosures will be those of the guarantor entity.
Exceptions to this approach exist for the following disclosures,
if applicable to jurisdiction: Ancillary Services, Disclosure
to rated entity, Disclosure from rated entity.
Regulatory disclosures contained in this press release apply to the credit
rating and, if applicable, the related rating outlook or rating
review.
Please see www.moodys.com for any updates on changes to
the lead rating analyst and to the Moody's legal entity that has issued
the rating.
Please see the ratings tab on the issuer/entity page on www.moodys.com
for additional regulatory disclosures for each credit rating.
James Hempstead
Associate Managing Director
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
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653
Moody's Upgrades Pepco Holdings; Changes Rating Outlook to Stable from Developing; Exelon Affirmed