TEXT - Fitch rates Metro Water District of Southern California

Fri Feb 8, 2013 3:37pm EST

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Feb 8 - Fitch Ratings assigns the following ratings to the Metropolitan
Water District of Southern California's (Metropolitan) water revenue refunding
bonds: 

--Approximately $90.3 million water revenue refunding bonds, series 2013A at 
'AA+';

--Approximately $18.9 million water revenue refunding bonds, series 2013B 
(taxable) at 'AA+';

--Approximately $13.5 million water revenue refunding bonds (term mode), series 
2013C-1 at 'AA+'

--Approximately $14 million water revenue refunding bonds (term mode), series 
2013C-2 at 'AA+'

--Approximately $8.8 million water revenue refunding bonds (term mode), series 
2013C-3 at 'AA+'.

In continuation of Metropolitan's strategy to reduce its outstanding variable 
rate and swap portfolio, bond proceeds will refund outstanding variable rate 
obligations of Metropolitan (series 2013A and 2013C) and pay swap termination 
costs (series 2013B). Bonds are expected to price via negotiated sale on Feb. 
27, 2013. The bonds do not have a debt service reserve fund. 

The series 2013 C-1, C-2, and C-3 bonds will be issued in the term mode with a 
fixed interest rate until the mandatory tender dates of July 1, 2019, 2020, and 
2021, respectively or until such time as Metropolitan exercises its option to 
require an unscheduled mandatory tender after the call protection dates, three 
months prior to the mandatory tender dates. 

Fitch also affirms the following ratings: 

--$3.88 billion in outstanding water revenue and index mode bonds at 'AA+'; 
--$504.6 million index mode bonds at 'AA+'/'F1+';
--$99.9 million special variable rate water revenue refunding bonds, series
2010A (self-liquidity) at 'AA+'/'F1+';
--$196.5 million waterworks general obligation (GO) bonds at 'AAA'.

The Rating Outlook on all bonds is Stable. 

SECURITY 

GO BONDS: The GO bonds are secured by an unlimited ad valorem tax on all 
property within the district. 

WATER REVENUE BONDS: Revenue bonds are secured by net water revenues of the 
district. The series 2010A bonds (self-liquidity) do not have a liquidity 
facility to support the weekly tender but instead rely on Metropolitan's own 
liquidity. Payment of a tender for these bonds, the SIFMA index notes, or the 
term bonds is secured by a subordinate pledge of net revenues. Payment of 
principal at the final maturity is secured by net revenues.

NO CROSS DEFAULT: A failure by Metropolitan to provide sufficient proceeds to 
pay the purchase price of the SIFMA or term mode bonds or the self-liquidity 
2010A bonds at the tender date would not constitute an event of default on 
Metropolitan's revenue or GO bonds.

KEY RATING DRIVERS 

WHOLESALE SUPPLIER: Metropolitan is the supplemental wholesale water supplier to
18 million people in southern California. Water is provided from two major 
supply sources that have experienced supply fluctuations and variability. 
Revenues are provided from 26 member agencies that exhibit strong credit 
quality. 

ADEQUATE FINANCIAL PROFILE: Financial metrics are low for the rating but typical
for a wholesale agency with additional financial strength provided by the 
members and timely rate recovery. Financial performance in fiscal 2012 improved 
and reflects board adopted financial policies. 

DEMAND VARIABILITY: Water sales declined 29% over fiscal years 2009 - 2011, 
causing a direct impact on district revenues. While water sales have increased 
from 2011, the variability of water sales is a credit risk given the rate 
structure that is primarily volumetric. 

RATE FLEXIBILITY: Metropolitan's revenue flexibility is evident in the 75% 
cumulative rate increases over the recent six-year period, although rate 
sensitivity is likely heightened given the magnitude of recent rate actions. 

LIMITED EXPENDITURE FLEXIBILITY: Expenditure flexibility is limited given 
Metropolitan's relatively high fixed costs associated with its water supply and 
debt costs. Pay-as-you-go capital appropriations and cash reserves provide some 
flexibility to absorb weather related demand fluctuations. 

COMPLEX DEBT PORTFOLIO: Metropolitan's debt portfolio continues to require 
management attention, given its complexity and the use of short-term debt with 
and without liquidity support and a large swap portfolio, although these amounts
have been reduced substantially in recent years. 

INDEX MODE BONDS: The 'AA+'/'F1+' rating on the SIFMA index mode bonds reflects 
the market access implied by the Metropolitan's long-term credit quality. 

SELF LIQUIDITY VARIABLE RATE DEBT: The 'AA+'/'F1+' rating on the series 2010A 
self-liquidity bonds, outstanding in the weekly mode, reflects the liquidity 
provided by Metropolitan's $649 million in unrestricted cash and restricted O&M 
fund as of Dec. 31, 2012. 

GO BONDS: Metropolitan's GO rating of 'AAA' is based on its ability to levy 
unlimited ad valorem taxes on its sizable $2 trillion tax base, with the 
property tax revenues restricted to be used only for debt service on the GO 
bonds and capital costs related to the State Water Project (SWP).

CREDIT PROFILE 

Metropolitan is a wholesale water supplier in a large and diverse six-county 
area in southern California to 26 member agencies, many of whom have some 
limited form of local water supply and, given the significant cost increases in 
Metropolitan's supply, are investing in alternative supplies to reduce water 
purchases from Metropolitan, when economical. 

FINANCIAL PERFORMANCE STABILIZED IN FISCAL 2012

Metropolitan's financial position remains healthy, despite declining financial 
margins between 2006 and 2011. Financial performance reached an exceptionally 
low level in fiscal 2011, primarily resulting from only 1.63 million acre feet 
(maf) of water sales as compared to the budgeted amount of 1.93 maf. Debt 
service coverage, excluding one-time revenues, was 1.35x on revenue bonds and 
0.94x coverage on all payment obligations. Metropolitan used $49 million from 
its rate stabilization fund in fiscal 2011, which improved coverage levels to 
1.57x and 1.09x, respectively.

Debt service coverage of revenue bonds improved in fiscal 2012 to 1.81x with 
fixed charge coverage of 1.31x. The improvement reflected water sales of 1.68 
maf. While sales came in below budgeted sales of 1.85 maf, financial performance
improved with a 7.5% rate increase effective mid-year 2012 and expenditure 
reductions in areas such as conservation spending, water delivery costs, and 
power expenses. Operating and maintenance expenditures declined 10% from 2011, 
which had been reduced 3% from 2010. Water sales in 2012 included 225,000 maf of
replenishment water sales to members once Metropolitan removed its allocation 
restrictions in late fiscal 2011. 

PLANNING ASSUMPTIONS ANTICIPATE LOW WATER SALES

Metropolitan is assuming between 1.7 - 1.75 maf in water sales in future years, 
which represents lower forecasted sales than those used for financial planning 
and rate setting in previous years. Sales could dip below the forecasted amounts
in certain years although Metropolitan is assuming that demand will normalize 
around this 1.7 maf level even with additional supply development being done by 
its members with Metropolitan's support. Fitch believes these sales assumptions 
are reasonable given the confluence of events that reduced annual sales from 
over 2.0 maf prior to 2010, including hardened conservation and efficiencies 
achieved during the 2007-2009 drought, wet weather conditions in 2010 and 2011 
that improved local water supplies and reduce demand for outdoor use, local 
investment in new supplies and the ongoing economic downturn across the service 
area. 

Year to date sales in fiscal 2013 are slightly ahead of budgeted sales of 1.7 
maf. Metropolitan remains well positioned with its water storage and water 
supply rights to meet a substantially higher demand from its members, should it 
occur. The ongoing uncertainty in water sales presents some level of risk to 
revenues, given the highly volumetric rate structure, while its expenditures are
largely fixed. 

With the relatively flat assumed water sales, improvement in financial 
performance relies on rate increases and expenditure reductions. In April 2012, 
the Board adopted rate increases of 5% for each of the next two calendar years. 
This was the lowest of the three staff proposals, reflecting rate sensitivity 
among the member agencies given the sizable rate increases to date. The lower 
revenues than those provided in the other rate options will be mitigated in the 
budget through lower spending on storage programs, staffing, and equipment 
replacement. Expenditure reductions have been achieved in fiscal 2013. Debt 
service coverage is projected at 1.97x in fiscal 2013 and 1.53x fixed charge 
coverage, which is significantly better than budget due to slightly higher water
sales to date and lower one-time State Water Project costs. The 'AA+' rating 
assumes that Metropolitan will generally operate, at a minimum, at or around its
financial targets of 2.0x on senior lien debt and 1.2x fixed charge coverage. 
Given the cyclicality of demand, certain years will likely generate stronger 
metrics. 

CASH RESERVES FOR RISK

Metropolitan continues to have a degree of financial flexibility provided by its
reserves of $648.9 million in unrestricted cash and the operating and 
maintenance fund. However, reserves are used to mitigate other risks, such as 
providing self-liquidity for $99.9 million in variable rate bonds, $22.9 million
posted as collateral with swap counterparties. The unrestricted cash amount 
above excludes additional unrestricted cash of$67.5 million that is set-aside 
for disputed amounts paid by the San Diego County Water Authority (SDCWA), which
are the subject of ongoing litigation. To the extent the litigation is decided 
in favor of SDCWA and Metropolitan Water District must make a payment to SDCWA, 
Fitch anticipates that any settlement would be collected from other member 
agencies in a timely manner. The litigation relates to the rate methodology used
to allocate costs between members. Although it is consistent with the district's
history to have customer equity issues arise regarding rate-setting at such a 
large wholesale agency with so many members, Fitch views the increasing tension 
between the two entities as a potential credit concern.

REGIONAL SUPPLY CHALLENGES RESULT IN LOWER MEMBER WATER DEMAND 

The previous five years have brought significant developments to the water 
supply mix in Metropolitan's service area and the demand profile from members 
for its water. Drought conditions and regulatory changes to pumping on the State
Water Project have prompted Metropolitan and its members to work together to 
develop new local supplies that will reduce the regional demand in Southern 
California for imported water sold by Metropolitan. 

The significant increases in Metropolitan's water rates to its members over the 
past six years have made local alternatives cost effective that had previously 
not been considered viable. 

Metropolitan's members are not required to buy minimum amounts of water from 
Metropolitan but instead use the imported water supply to supplement existing 
and new local sources. In addition, Metropolitan's rate structure is heavily 
weighted towards volumetric pricing, so fluctuations in demand have a direct 
impact on revenues. 

Metropolitan's role in the region is crucial in that it supplies 40% - 60% of 
Southern California's water supply in six counties with a service area 
population of 18 million. As the supplemental provider and with imported water 
costs typically higher than local supplies, Metropolitan absorbs much of the 
regional demand variability due to conservation and efficiency investments as 
well as economic pressures. Although a regional economic recovery may increase 
demand, Metropolitan's members are required to meet a legislative requirement to
reduce per capita usage by 20% in 2020, so investments in recycling and 
conservation may continue to place longer-term downward pressure on 
Metropolitan's water sales and revenue base. 

For more information on Metropolitan Water District, see Fitch's Report, 
'Metropolitan Water District', dated April 25, 2012.
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