Fitch Upgrades FE's IDR to 'BBB-'; Outlook Stable

NEW YORK--()--Fitch Ratings has upgraded FirstEnergy Corporation's (FE's) Long-Term Issuer Default Rating (IDR) to 'BBB-' from 'BB+' and senior unsecured ratings to 'BBB-' from 'BB+/RR4'. Fitch has also upgraded FE's Short-Term IDR to 'F3' from 'B'. The Rating Outlook is Stable.

KEY RATING DRIVERS

--Relatively stable electric utility operations and cash flows.

--Credit supportive settlements in Pennsylvania and New Jersey rate cases;

--Execution of FE's strategic exit from its competitive business;

--Uncertainty associated with potential insolvency at FE's competitive operations;

--High FE parent-only and consolidated debt;

--High utility and transmission capex.

Support for Ratings

The ratings and Stable Rating Outlook reflect FE's strategic decision to become a fully-regulated utility holding company, exiting its merchant generation business within 18 months. The ratings and Stable Outlook also consider equity issuance by FE of $2.4 billion during 2016- 2019, credit supportive regulatory decisions in Ohio and recently settled rate proceedings in Pennsylvania and New Jersey. Fitch estimates FE 2017-2019 debt/EBITDA of approximately 4.5x in each year and FFO-adjusted leverage in the range of 4.5x-5.3x, excluding FirstEnergy Solutions. Rating concerns for FE include execution risk in structuring a utility-only holding company within 18 months, including a potential bankruptcy filing at FirstEnergy Solutions (FES). Fitch believes efforts by creditors of FES to extract value from FE, in a bankruptcy scenario, is a primary source of uncertainty for FE creditworthiness. In Fitch's estimation, FE's consolidated credit metrics excluding its competitive business have headroom in its pro forma credit metrics that supports FE's low investment grade rating.

Utility-Only Strategy

FE management announced its strategy to reposition FE within 18 months so that it will be a pure, regulated utility holding company. FE management intends to sell or deactivate its merchant generation assets while working to maximize their value through legislative and regulatory means in Ohio, Pennsylvania and West Virginia. Divestiture of FE's competitive segment through asset sales, plant closures and, if necessary, restructuring in bankruptcy resulting in permanent separation of the competitive business would support a meaningfully improved business risk profile. In this scenario, FE's improved business risk profile would support EBITDA and FFO leverage of up to 5.5x each.

Focus on Regulated Assets

FE's focus on improving its regulated utility and transmission returns while investing significant capital in these assets and exiting its competitive business is credit supportive in Fitch's view. Distribution and integrated utility capex is estimated at $1.3 billion each in 2016 and 2017. In addition FE is targeting 2017-2021 transmission capex of $4.2 billion - $5.8 billion. FE invested approximately $2 billion in its transmission business in 2014-2015 and is targeting another $1 billion in 2016 with the majority of projects targeting FE's American Transmission System, Inc. (ATSI) and moving east over time. FE recently received approval from PA regulators to form Mid-Atlantic Interstate Transmission Co. and filed with the Federal Energy Regulatory Commission for formula rates. FE has identified up to $20 billion of post 2021 investment opportunities in its transmission business.

Supportive Regulation

Fitch believes that regulation across FE's service territory has generally improved in recent years with constructive outcomes in PA, WV and most recently OH. Recent settlement in PA of general rate case filings by FE's four operating utilities in the state is a positive credit development for FE. If the settlement agreements are approved by the Pennsylvania Public Utility Commission (PUC) FE's PA rates would increase $291 million per annum in aggregate; this compares to a requested total increase of $439 million. The settlement proposes rates effective Jan. 27, 2017 and is silent on return on equity. The settlement also includes stay-outs through Jan. 27, 2019.

In New Jersey, Jersey Central Power and Light reached a settlement that would increase rates $80 million, which compares to the $146.6 million rate increase supported by the utility at the time of the settlement filing. The effective date for the proposed rate increase under the settlement is Jan. 1, 2017.

Neither the PUC nor the New Jersey Board of Public Utilities are bound by the respectively proposed settlements in Pennsylvania and New Jersey.

In Oct. 2016, the Ohio PUC issued an order in FE's electric security plan IV rate case approving a distribution modernization rider (DMR) that facilitates collection of $204 million per annum for a three-year period, with a possible two-year extension. Revenue from the rider will be excluded from the significantly excessive earnings test for the initial three-year period. Fitch believes adoption of the DMR is credit supportive for FE.

Competitive Challenges

FE's competitive business has struggled for years with the prolonged downturn in power prices driven by a surfeit of natural gas supply in turn driven by advances in drilling technology, strong reserve margins, and sluggish residential demand. Low natural gas and power prices are expected to continue to pressure margins and cash flows at FE's merchant operations. With low prospects for a rebound in power prices in the near- to intermediate-term, FE has decided exit this underperforming business segment to focus on regulated growth opportunities. While the competitive generation business is expected to be cash flow positive through 2018, low power prices, increasing collateral postings due to credit ratings downgrades, scheduled debt maturities, and an adverse outcome in rail arbitration could trigger insolvency.

Parallel Paths

FE intends to seek to maximize the value of the competitive business's generation assets through regulatory and legislative initiatives in OH, PA and WV as it engages in negotiations with interested parties to sell its 13,000-MW of coal, nuclear and natural gas fired generating assets. If generating assets cannot be sold, FE is likely to restructure its competitive business in bankruptcy.

KEY ASSUMPTIONS

Fitch's key assumptions within our rating case for FE include:

--Exit from the competitive business within 18 months.

--No major clawbacks associated with a potential FES insolvency.

--Equity issuance of approximately $2.4 billion 2016 - 2019.

--Implementation of PUCO approval of FE's ESP IV, including the commission-approved $204 million distribution modernization rider.

--Inclusion of jurisdictional rate changes authorized by FERC and state regulatory commissions in Ohio, Pennsylvania, West Virginia and New Jersey, including recently announced general rate case settlements in Pennsylvania and New Jersey.

--Balanced outcomes in future rate case proceedings.

RATING SENSITIVITIES

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

--Rating upgrades are not anticipated in the near term, given today's upgrade, which assumes a path to a utility-only FE business risk profile in 18 months. However, continued rate base growth along with constructive regulatory outcomes could result in future credit upgrades in the intermediate- to long-term. These factors along with improvement in debt/EBITDA to better than 4x could lead to credit rating upgrades.

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

--Larger than expected FE exposure to creditor clawbacks in a FES bankruptcy scenario could result in credit rating downgrades.

--Significant deterioration in regulatory compacts across FE's six-state service territory could result in credit rating downgrades.

--These or other factors resulting in debt/EBITDA leverage of greater than 5x could lead to future credit rating downgrades.

LIQUIDITY

Fitch believes FE's consolidated liquidity position is solid. As of Sept. 30, 2016, FE had approximately $3 billion of liquidity available under its consolidated $6 billion of revolving credit facilities and $551 million of cash.

FULL LIST OF RATING ACTIONS

Fitch has upgraded the following ratings:

FirstEnergy Corp.

--Long-Term IDR to 'BBB-'from 'BB+';

--Senior unsecured debt to 'BBB-' from 'BB+/RR4';

--Short-term IDR to 'F3' from 'B'.

The Rating Outlook is Stable.

SUMMARY OF FINANCIAL ADJUSTMENTS: Fitch adjusts FE's financials for impacts related to outstanding securitization debt.

Additional information is available on www.fitchratings.com

Applicable Criteria

Criteria for Rating Non-Financial Corporates (pub. 27 Sep 2016)

https://www.fitchratings.com/site/re/885629

Recovery Ratings and Notching Criteria for Utilities (pub. 04 Mar 2016)

https://www.fitchratings.com/site/re/878227

Additional Disclosures

Dodd-Frank Rating Information Disclosure Form

https://www.fitchratings.com/creditdesk/press_releases/content/ridf_frame.cfm?pr_id=1014673

Solicitation Status

https://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=1014673

Endorsement Policy

https://www.fitchratings.com/regulatory

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Contacts

Fitch Ratings
Primary Analyst
Philip Smyth, CFA
Senior Director
+1-212-908-0531
Fitch Ratings, Inc.
33 Whitehall St.
New York, NY 10004
or
Secondary Analysts
Shalini Mahajan, CFA
Managing Director
+1-212-908-0351
or
Committee Chairperson
Eric Rosenthal
Senior Director
+1-212-908-0286
or
Media Relations:
Elizabeth Fogerty, New York, +1 212-908-0526
Email: elizabeth.fogerty@fitchratings.com