Exelon Corp. (EXC), Pepco (POM) Ratings Affirmed by Moody's; Pepco Outlook to Positive

Moody's Investors Service today affirmed the ratings for Exelon Corporation (Exelon) and Pepco Holdings Inc. (PHI), including PHI's Prime-3 commercial paper rating. In addition, Moody's changed the rating outlook for PHI to Developing from Stable and changed the rating outlook for Commonwealth Edison Company to Positive from Stable.

RATINGS RATIONALE

Ratings affirmed include the Baa2 senior unsecured rating for Exelon, Exelon Generation Company LLC (ExGen) and Atlantic City Electric Company (ACE); the Baa1 unsecured rating for Commonwealth Edison Company (CWE), Delmarva Power & Light Company (DPL) and Potomac Electric Power Company (Pepco); the A3 rating for Baltimore Gas & Electric (BGE); and the A2 rating for PECO Energy Company (PECO). Moody's also affirmed the Prime-1 commercial paper rating for PECO, the Prime-2 commercial paper rating for Exelon, ExGen, CWE, BGE, ACE, DPL and Pepco. The rating outlooks for Exelon, ACE, BGE, DPL, PECO and Pepco remain stable.

"The rejection of the Exelon/Pepco merger application is credit negative for both companies," said Jim Hempstead, Associate Managing Director "because the outcome was a surprise, not because the regulators denied the merger application."

Nevertheless, we think Exelon and PHI will continue to pursue the merger, and will ask the DC PSC for reconsideration of the transaction which was originally announced in April 2014. For now, we are ascribing a 50% - 50% probability that the transaction is ultimately completed. We observe other utility change in control proceedings taking between 18-24 months to complete.

For Exelon, the rejection is credit negative because PHI would have brought an incremental $8.0 billion in regulated rate base to its existing $20.0 billion, and would have tipped the consolidated scale to where roughly 60% of the business (in terms of assets, debt and EBITDA) was related to lower-risk regulated transmission and distribution (T&D) utilities. PHI was looking at Exelon's bigger size and greater access to resources to help execute and finance an elevated capital investment program across all its jurisdictions.

PHI's Baa3 rating reflects the company's low business risk profile, anchored by a portfolio of regulated T&D utilities. The credit profile of these utilities aggregate at the Baa1-category, thanks to their roughly $8 billion in regulated rate base. The Baa3 rating also reflects the reduction to prior unregulated business activities, a credit positive, and the shareholder dividend being financed by debt (issued at the parent holding company), a material credit negative.

PHI's rating outlook was changed to Developing from stable to reflect the equal likelihood for both positive and negative credit implications associated with the next steps of the merger proceeding. If the acquisition of PHI by Exelon appears to be heading to a successful completion, the likelihood of positive rating actions for PHI will rise. Similarly, if the acquisition appears to be heading for a permanent termination, the likelihood of negative rating actions for PHI will rise.

"A merger termination is worse for PHI than Exelon, and a termination will pressure PHI's Baa3 rating because PHI will face a series of painful decisions, including deferred capital investment plans, right-sizing its common dividend and securing continued access to external liquidity sources." Hempstead added.

PHI's Baa3 rating could be upgraded if the proposed acquisition by Exelon is ultimately successful, primarily reflecting its role as an intermediate subsidiary holding company of Exelon. As a result, we'd expect that PHI wouldn't be used as a financing vehicle anymore, and its $700 million of existing parent holding debt would decline to less than $200 million by 2018.

Exelon's Baa2 senior unsecured rating and stable outlook reflect its stable and predictable regulated utility businesses. The Baa2 reflects our expectation that Exelon's T&D utilities (BGE, CWE and PECO) generate a ratio of cash flow from operations (CFO: adjusted for changes in working capital) to debt in the low-20% range, which is consistent with low risk T&D utilities in the A-ratings category.

Exelon's Baa2 rating is constrained by its more risky subsidiary, Exelon Generation Company LLC (ExGen: Baa2 stable), which owns a large fleet of unregulated nuclear generation assets and a retail energy marketing business. These unregulated businesses are less predictable, because they are largely driven by volatile commodity prices, such as natural gas and electricity. Still, we expect ExGen to generate approximately $3.5 billion in CFO, which compares favorably to its roughly $10-$12 billion in debt. If the PHI merger is terminated, Exelon's business mix would stay skewed to the unregulated ExGen, and Exelon would remain under the Global Unregulated Utilities and Power Companies rating methodology.

Exelon's rating could be upgraded if the ratio of CFO to debt were to rise above 20% for a sustained period of time, or if Exelon exited its more risky businesses at ExGen. Exelon's rating could be downgraded if the financial performance declined, where the ratio of CFO to debt fell to the mid-teen's range for a sustained period of time, or if the level of parent holding company debt were to increase (to above the 25% range or higher) or if there were any material shifts in shareholder reward programs. A shift in strategic focus could also trigger a rating downgrade, especially where the shift resulted in a material increase in the consolidated business risk profile, presumably somewhat more toward the unregulated business segment within ExGen.

Ratings could be pressured if the regulated utilities were faced with a highly contentious regulatory environment, a scenario we view as having a low probability at this time, or if ExGen faced a major operating challenge with several of its reactors at the same time.

The positive rating outlook for CWE reflects the improved regulatory environment in Illinois, which we are beginning to see as sustained, especially as that relates to the formulaic rate-making structures. CWE's financial profile should remain steady, and the utility is expected to produce a ratio of CFO to debt in the high-teen's range (18% - 19% range). For the twelve months ended June 30, 2015, CWE produced a ratio of approximately 20%. CWE's rating could be upgraded over the next 12 to 18 months if its steady financial performance and supportive regulatory framework remains intact.

The principal methodology used in rating Exelon Corporation and Exelon Generation Company, LLC was Unregulated Utilities and Unregulated Power Companies published in October 2014. The principal methodology used in rating Atlantic City Electric Company, Baltimore Gas and Electric Company, BGE Capital Trust II, ComEd Financing III, Commonwealth Edison Company, Constellation Energy Group, Inc., Delmarva Power & Light Company, Exelon Capital Trust I, Exelon Capital Trust II, Exelon Capital Trust III, Peco Energy Capital Trust III, PECO Energy Capital Trust IV, PECO Energy Company, Pepco Holdings, Inc. and Potomac Electric Power Company was Regulated Electric and Gas Utilities published in December 2013. Please see the Credit Policy page on www.moodys.com for a copy of these methodologies.

Outlook Actions:

..Issuer: Atlantic City Electric Company

....Outlook, Remains Stable

..Issuer: Baltimore Gas and Electric Company

....Outlook, Remains Stable

..Issuer: BGE Capital Trust II

....Outlook, Remains Stable

..Issuer: ComEd Financing III

....Outlook, Remains Stable

..Issuer: Commonwealth Edison Company

....Outlook, Changed To Positive From Stable

..Issuer: Delmarva Power & Light Company

....Outlook, Remains Stable

..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: Exelon Generation Company, LLC

....Outlook, Remains Stable

..Issuer: Peco Energy Capital Trust III

....Outlook, Remains Stable

..Issuer: PECO Energy Capital Trust IV

....Outlook, Remains Stable

..Issuer: PECO Energy Company

....Outlook, Remains Stable

..Issuer: Pepco Holdings, Inc.

....Outlook, Changed To Developing From Stable

..Issuer: Potomac Electric Power Company

....Outlook, Remains Stable

Affirmations:

..Issuer: Anne Arundel (County of) MD

....Senior Unsecured Revenue Bonds, Affirmed A3/VMIG 2

..Issuer: Atlantic City Electric Company

.... Commercial Paper, Affirmed P-2

.... Issuer Rating, Affirmed Baa2

....Senior Secured Shelf, Affirmed (P)A3

....Pref. Stock Preferred Stock, Affirmed Ba1

....Senior Secured First Mortgage Bonds, Affirmed A3

..Issuer: Baltimore Gas and Electric Company

.... Commercial Paper, Affirmed P-2

.... Issuer Rating, Affirmed A3

....Senior Secured Shelf, Affirmed (P)A1

....Senior Unsecured Shelf, Affirmed (P)A3

....Pref. Shelf, Affirmed (P)Baa2

....Preference Stock Preference Stock, Affirmed Baa2

....Senior Unsecured Bank Credit Facility, Affirmed A3

....Senior Unsecured Regular Bond/Debenture, Affirmed A3

..Issuer: BGE Capital Trust II

....Pref. Stock Preferred Stock, Affirmed Baa1

..Issuer: ComEd Financing III

....Pref. Stock Preferred Stock, Affirmed Baa2

..Issuer: Commonwealth Edison Company

.... Commercial Paper, Affirmed P-2

.... Issuer Rating, Affirmed Baa1

....Senior Secured Shelf, Affirmed (P)A2

....Senior Unsecured Shelf, Affirmed (P)Baa1

....Senior Secured First Mortgage Bonds, Affirmed A2

....Senior Secured Regular Bond/Debenture, Affirmed A2

....Senior Unsecured Bank Credit Facility, Affirmed Baa1

....Senior Unsecured Regular Bond/Debenture, Affirmed Baa1

..Issuer: Constellation Energy Group, Inc.

....Senior Unsecured Regular Bond/Debenture, Affirmed Baa2

..Issuer: Delaware Economic Development Authority

....Senior Secured Revenue Bonds, Affirmed A2/VMIG 2

....Senior Unsecured Revenue Bonds, Affirmed Baa1/VMIG 2

..Issuer: Delmarva Power & Light Company

.... Commercial Paper, Affirmed P-2

.... Issuer Rating, Affirmed Baa1

....Senior Secured Shelf, Affirmed (P)A2

....Senior Secured First Mortgage Bonds, Affirmed A2

....Senior Unsecured Regular Bond/Debenture, Affirmed Baa1

..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

..Issuer: Exelon Generation Company, LLC

.... Issuer Rating, Affirmed Baa2

....Pref. Shelf, Affirmed (P)Ba1

....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

..Issuer: Maryland Economic Development Corporation

....Revenue Bonds, Affirmed Baa2

....Senior Unsecured Revenue Bonds, Affirmed A2

..Issuer: Montgomery County Industrial Dev Auth, PA

....Revenue Bonds, Affirmed Baa2

..Issuer: Peco Energy Capital Trust III

....Pref. Stock Preferred Stock, Affirmed A3

..Issuer: PECO Energy Capital Trust IV

....Pref. Stock Preferred Stock, Affirmed A3

....Pref. Stock Shelf, Affirmed (P)A3

..Issuer: PECO Energy Company

.... Commercial Paper, Affirmed P-1

.... Issuer Rating, Affirmed A2

....Senior Secured Shelf, Affirmed (P)Aa3

....Preferred Shelf, Affirmed (P)Baa1

....Pref. Stock Preferred Stock, Affirmed Baa1

....Senior Secured First Mortgage Bonds, Affirmed Aa3

....Senior Unsecured Bank Credit Facility, Affirmed A2

..Issuer: Pennsylvania Economic Dev. Fin. Auth.

....Senior Unsecured Revenue Bonds, Affirmed Baa2

..Issuer: Pepco Holdings, Inc.

.... Issuer Rating, Affirmed Baa3

....Senior Unsecured Commercial Paper, Affirmed P-3

....Senior Unsecured Regular Bond/Debenture, Affirmed Baa3

..Issuer: Potomac Electric Power Company

.... Commercial Paper, Affirmed P-2

.... Issuer Rating, Affirmed Baa1

....Senior Secured First Mortgage Bonds, Affirmed A2

..Issuer: Salem (County of) NJ, Pollution Ctrl Fin Auth

....Revenue Bonds, Affirmed Baa2

....Senior Secured Revenue Bonds, Affirmed A2

..Issuer: York County Industrial Development Auth., PA

....Revenue Bonds, Affirmed Baa2

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 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 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 rating action, and whose ratings may change as a result of this 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.

The following information supplements Disclosure 10 ("Information Relating to Conflicts of Interest as required by Paragraph (a)(1)(ii)(J) of SEC Rule 17g-7") in the regulatory disclosures made at the ratings tab on the issuer/entity page on www.moodys.com for each credit rating as indicated:

Moody's also was paid for services other than determining a credit rating in the most recently ended fiscal year by the person that paid Moody's to determine the following credit ratings: 10277594, 10286740, 35394567, 806758856, 808385255, 823964159, 824081051, 824553183, 824553184, 824553185, 824553186, 824553187 assigned to Exelon Corporation and 10345402, 35394666, 820554020, 821154511, 821154512, 822264218, 822264220, 823172368, 823172369, 823964164, 824081058, 824280070 assigned to Exelon Generation Company, LLC.

Moody's was not paid for services other than determining a credit rating in the most recently ended fiscal year by the person that paid Moody's to determine the following credit ratings: 10037826, 10089499, 10090771, 10096867, 10119766, 35000573, 806659534, 809874478, 809874499, 823043029, 823205506, 823364872, 823460818, 823964184, 824081053 assigned to Baltimore Gas and Electric Company; 806724704 assigned to BGE Capital Trust II; 10378512 assigned to ComEd Financing III; 10038172, 10197341, 10371086, 35001045, 809241147, 809295265, 809730182, 809964548, 820121571, 820336487, 820517050, 820737892, 820843780, 822177982, 822703357, 822703363, 823228242, 823544392, 823743749, 823743754, 823964172, 824043474, 824217817, 824373765 assigned to Commonwealth Edison Company; 10328859, 822385740 assigned to Constellation Energy Group, Inc.; 806758867 assigned to Exelon Capital Trust I; 806758869 assigned to Exelon Capital Trust II; 806758871 assigned to Exelon Capital Trust III; 10186070 assigned to Peco Energy Capital Trust III; 806603432, 806648039 assigned to PECO Energy Capital Trust IV; 10039513, 10057120, 10057121, 10057122, 10057123, 35002481, 807510527, 809806892, 820111314, 820218276, 820810608, 823219314, 823578116, 823578118, 823964177, 824081056, 824116903 assigned to PECO Energy Company; 10037777, 10042852, 10042853, 10042854, 10042855, 10042856, 10042857, 35000539, 806809269, 807501920, 820642468, 822505677, 823570225, 824081240 assigned to Atlantic City Electric Company; 10038300, 10151577, 10151579, 10151733, 10151734, 10151735, 10152019, 10152020, 10180357, 35001177, 823175871, 823570224, 823642019, 824473377 assigned to Delmarva Power & Light Company; 10334782, 10344317, 35395270, 820295163, 822256634 assigned to Pepco Holdings, Inc. and 35002522, 807460436, 808375623, 820145656, 820642449, 821424931, 823130030, 823349572, 823648822, 823839874, 824383429 assigned to Potomac Electric Power Company.

Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review.

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