Fitch Affirms Ratings of ConEd & Subsidiaries at 'BBB+'; Outlook Stable

NEW YORK--(BUSINESS WIRE)--

Fitch Ratings has affirmed the Issuer Default Ratings (IDRs) and debt ratings of Consolidated Edison Inc. ED and its subsidiaries Consolidated Edison Company of New York, Inc. (CECONY), Orange & Rockland Utilities, Inc. (ORU), and Rockland Electric Company (RECO). Fitch has also affirmed the ratings of the New York State Energy Research and Development Authority's (NYSERDA) issued debt of which CECONY and ORU are the obligors. The Rating Outlook for all entities is Stable. A complete list of rating actions follows at the end of this release.

ED's ratings reflect the low-risk business profile of its two regulated transmission and distribution (T&D) utility subsidiaries, and the relatively stable financial profile of its largest subsidiary CECONY. The ratings also recognize that credit metrics will be slightly below Fitch's benchmark ratios over the next several years due to high utility capex and a base rate freeze at CECONY through 2016. ED's credit profile benefits from low parent-level debt, and Fitch expects the unregulated businesses will continue to be funded in a conservative manner as capital spending increases over the next three years.

CECONY's ratings are driven by predictable earnings from its regulated electric and gas delivery businesses and a relatively stable regulatory compact in New York. The ratings also recognize that credit metrics will remain under pressure in the near term due to high levels of capex that will require sizeable external financing and the extension of a base rate freeze through 2016. Event risk from the pending investigation into the East Harlem gas explosion continues to hang over CECONY's credit profile, and is exacerbated by the National Transportation Safety Board's (NTSB) findings that the utility was partly at fault in the incident. Management believes insurance proceeds are sufficient to cover its exposure, although Fitch has not been able to verify the extent of the insurance coverage.

ORU's ratings reflect credit metrics that are comfortably in line with the current rating category and supported by a balanced multi-year rate order that provides regulatory predictability through 2018. The ratings also recognize the earnings contributions from ORU's New Jersey utility subsidiary RECO. ORU announced the sale of the Pennsylvania utility Pike County Light & Co. (Pike) to Corning Natural Gas in October 2015 for a total consideration of $16 million. The sale of Pike has no impact on ORU's credit profile as the utility's contribution to ORU's earnings has historically been modest.

The ratings alignment between ED and CECONY is reflective of strong financial ties within the corporate family. CECONY represented approximately 95% of consolidated EBITDA as of June 30, 2015, and ED's credit quality is largely dependent on CECONY's financial profile.

The ratings alignment between ED and ORU is reflective of the small size of the utility within the corporate family and the benefit of ownership by a large parent which can provide financial support if needed. ORU represented about 5% of consolidated EBITDA as of June 30, 2015. RECO's ratings are reflective of ORU's credit quality.

KEY RATING DRIVERS

Conservative Business Model: ED's credit profile is supported by the predictable cash flows of CECONY and ORU and the financial support it receives from them in the form of dividends for the payment of corporate expenses, dividends to common shareholders, and for other business matters.

Relatively Restrictive Regulation: Authorized returns on equity (ROEs) continue to be below national average, and an increasing use of regulatory deferrals and rate freezes to limit pressure on customer retail rates has somewhat constrained Fitch's view of New York regulation. That being said, CECONY and ORU enjoy several mechanisms that Fitch considers to be supportive of credit quality including forward-looking test years, multi-year rate plans, trackers for large operating expenses, and a revenue decoupling mechanism that isolates net margins from variations in retail sales. Those mechanisms do support the utilities' long-term financial stability.

Base Rate Freeze Manageable: The 2015 rate order that extended a base rate freeze at CECONY one additional year through 2016 will pressure credit metrics over the next two years but some mitigating factors lessen the adverse effect on operating cash flows and help keep the utility in line with the existing rating level, albeit at the lower range of the 'BBB+' rating category.

CECONY will be allowed to continue the use of a revenue decoupling mechanism and trackers that provide recovery of fuel, pension and property tax expenses, and storm costs, including collection from customers on an annual basis of $107 million related to Superstorm Sandy. The rate order reflected an authorized ROE of 9%, which is significantly below the national average and below the 9.2% ROE authorized in CECONY's previous rate order. However, the 9% authorized ROE is consistent with those received by utility peers ORU and Central Hudson Gas & Electric in their recently settled rate cases.

Pending Rate Case Filing: Management has announced publicly that it intends to file a rate case in the first quarter of 2016 for new rates that would become effective in early 2017. Given the prolonged rate freeze, CECONY's rate request to recover spent capex could be sizeable, and as a result, lead to heightened regulatory risk. Under Fitch's rating case scenario that assumes CECONY operating under a 9% ROE over 2017-2019, the utility's credit ratios modestly improve from weaker 2015-2016 levels. Fitch's rating case also assumes that CECONY can continue to effectively control O&M to support the financial profile.

Event Risk Rising: The NTSB's findings regarding the East Harlem natural gas explosion increase the likelihood of regulatory fines that ultimately could have an adverse ratings impact. The impact will be based on the amount and timing of potential fines and civil lawsuits and insurance coverage. The New York Public Service Commission (NYPSC) is conducting its own investigation of the accident to determine if the utility bears some responsibility. There is no established timeline for the NYPSC to render its decision, and Fitch will monitor the progress of the investigation.

The NTSB determined that the East Harlem natural gas explosion was partly caused by a faulty plastic fusion on a pipe joint, which was performed by a CECONY contractor in 2011. The explosion leveled two buildings on Park Avenue, killed eight people, and injured more than 48.

Fitch recognizes the inherent operating and event risk in CECONY's businesses, which operate in a highly concentrated urban service territory with an aged infrastructure that is costly to maintain and is prone to sudden breakdown. CECONY has been the subject of intense public scrutiny, political backlash, and reputation risk associated with other high-profile accidents in recent years, including the Manhattan steam main rupture in 2007 where one person died and others were injured, and about 90 related suits are currently pending against the company. In the steam main rupture case, the NYPSC prevented CECONY from recovering from ratepayers the operating, capital, and retirement costs that originated from the incident, limited the recovery of insurance premiums, and instructed the utility to set aside monies for future customer benefits in lieu of imposing penalties. Fitch is unable to predict whether the NYPSC's investigation of the East Harlem explosion would result in a similar outcome.

On a positive note, CECONY reached a settlement, which Fitch views as credit neutral, with various parties that resolves the contractor kickback NYPSC investigation. Per the terms of a joint proposal (JP), the utility will provide credits of $95.729 million, which is net of $20.557 million that is already being passed through to retail customers. CECONY will establish a regulatory liability with carrying charges for the amount to be credited, which will be addressed in a future NYPSC proceeding. Other provisions of the JP will result in additional customer benefits of approximately $54.7 million to be applied over several years. The JP is subject to NYPSC approval. Fitch's rating case model reflects an outcome that is consistent with the JP.

REV Neutral to Credit Profile: Ongoing developments associated with the implementation of the Reform the Energy Vision (REV) framework could have some impact on future regulatory proceedings, but given the relatively slow pace of implementation thus far, Fitch believes any impact would likely be muted in CECONY's upcoming rate case. The REV framework could lead to fundamental changes to rate design, including extending the length of rate plans and revisiting the manner in which New York utilities are allowed to recover capital investments.

Elevated Capex: Management expects consolidated capex to amount to approximately $10.45 billion over 2015-2017, compared with $7.90 billion over 2012-2014, and includes $7.73 billion (74% of total capex), at CECONY; $521 million (5% of total) at ORU; and $2.19 billion (21% of total) at the competitive energy businesses. Utility capital spending is earmarked primarily towards replacement of aged infrastructure, enhancement of network reliability including $251 million of investments in advanced metering infrastructure that align with REV policy, and heating oil-to-gas conversions of residential and commercial buildings in New York City, which management projects will support gas peak growth of about 2.3% over the next five years. Fitch expects ED's internally generated cash flows (after payment of common dividends) to support on average between 60% and 70% of consolidated capital spending over the forecast period.

Pressured Credit Metrics: Fitch projects consolidated credit metrics to weaken over the next two years and modestly improve at the back end of the forecast. The near-term weakness is driven primarily by elevated capex that requires sizeable debt financing, expiration of bonus depreciation that depresses cash flow measures, and at a slightly lower magnitude, the base rate freeze. Fitch projects ED's FFO-fixed charge coverage ratio to average near 4.5x and adjusted debt/EBITDAR at 3.9x, over 2015-2019. FFO-adjusted leverage is projected to average near 4.2x over the same time frame. On an LTM basis, FFO-fixed charge coverage was 5.7x and FFO-adjusted leverage 3.8x.

Fitch forecasts CECONY's FFO-fixed charge coverage ratio to average near 4.5x, and adjusted debt/EBITDAR of 3.9x, over 2015-2019. FFO-adjusted leverage is forecasted to average near 4.3x. On an LTM basis, FFO-fixed charge coverage was 5.4x and FFO-adjusted leverage 4.0x. Given the limited headroom in credit metrics, CECONY's ability to receive balanced decisions in rate cases will be key to maintaining the current ratings.

ORU's FFO-fixed charge coverage ratio is forecast to average 5.2x, and adjusted debt/EBITDAR 3.5x, over 2015-2019, comfortably in line with the 'BBB+' rating category. FFO-adjusted leverage ratio is forecast to average near 3.6x over the same time frame. On an LTM basis, FFO-fixed charge coverage was 5.6x and adjusted debt/EBITDAR 3.8x.

Drivers of ORU's projected financial performance are base rate increases stemming from the recently concluded multi-year rate plan that provides regulatory predictability for the electric business through October 2017, and for the gas business through October 2018. ORU was granted a total of $49.2 million of rate relief over the next three years. The rate decision was consistent with Fitch's expectations.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case include:

--CECONY base rate increase effective in 2017 with a 9% assumed ROE;

--Customer refunds associated with the contractor kickback investigation consistent with the JP;

--ORU base rate increases as per the rate order;

--Consolidated Capex of $10.45 billion over 2015-2017;

--No fine associated with the Harlem gas explosion.

RATING SENSITIVITIES

ED

Future developments that may, individually or collectively, lead to a positive rating action:

Given the limited headroom in credit metrics for the current rating category, no positive rating action is anticipated in the near term.

Future developments that may, individually or collectively, lead to a negative rating action:

--Given the strong financial ties, a downgrade at CECONY;

--FFO-adjusted leverage at or greater than 5x on a sustained basis;

--A more aggressive management strategy towards the unregulated businesses that leads to incremental parent leverage.

CECONY

Future developments that may, individually or collectively, lead to a positive rating action:

--Given the limited headroom in credit metrics for the current rating category and regulatory uncertainties related to the upcoming rate case and gas investigation, no positive rating action is anticipated in the near-term.

Future developments that may, individually or collectively, lead to a negative rating action:

--A significant deterioration in the New York regulatory compact illustrated by an unfavorable decision in CECONY's next rate proceeding;

--An adverse outcome associated with the investigation of the East Harlem gas explosion that results in material fines and increased leverage;

--FFO-adjusted leverage at or greater than 5x on a sustained basis.

ORU

Future developments that may, individually or collectively, lead to a positive rating action:

--An upgrade of ED would likely lead to positive rating actions.

Future developments that may, individually or collectively, lead to a negative rating action:

--A downgrade of ED;

--FFO-adjusted leverage at or greater than 5x on a sustained basis.

LIQUIDITY

Group liquidity is supported by a $2.250 billion shared bank credit facility that expires in October 2017. At June 30, 2015, there was approximately $1.66 billion of available consolidated liquidity, including $949 million of unused facilities and $709 million of cash and cash equivalents. Consolidated debt maturities are considered manageable with $725 million due in 2016 and $1.25 billion due in 2018.

FULL LIST OF RATING ACTIONS

Fitch has affirmed the following ratings with a Stable Outlook:

ED

--Long-term IDR at 'BBB+';

--Short-term IDR at 'F2';

--Commercial paper at 'F2'.

CECONY

--Long-term IDR at 'BBB+';

--Short-term IDR at 'F2';

--Commercial paper at 'F2';

--Senior unsecured debt at 'A-'.

ORU

--Long-term IDR at 'BBB+';

--Short-term IDR at 'F2';

--Commercial paper at 'F2';

--Senior unsecured debt at 'A-'.

RECO

--Long-term IDR at 'BBB+'.

NYSERDA

--Issues relating to CECONY projects at 'A-'.

Additional information is available on www.fitchratings.com

Applicable Criteria

Corporate Rating Methodology - Including Short-Term Ratings and Parent and Subsidiary Linkage (pub. 17 Aug 2015)

https://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=869362

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https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=992861

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