Rating Agencies and the Credit Story

The business risk profile is where CFOs consistently underinvest their attention. It captures industry cyclicality, competitive position, geographic and product diversification, and the volatility of your operating margins through a cycle. A packaged-foods company with steady demand earns a structurally stronger business profile than an offshore driller with the identical leverage ratio—and therefore tolerates far more debt at the same rating. This is why benchmarking your metrics against the wrong peer set is a classic own goal. You are not competing against every BBB issuer; you are competing against the ratings implied by *your* industry's risk anchor.

The financial risk profile is more familiar territory, but the agencies do not use your reported numbers. They use adjusted ones. This distinction is where credit stories are won and lost:

• Operating leases are capitalized into debt (largely codified now under the accounting standards, but agencies still make their own adjustments).
• Pension and OPEB deficits are treated as debt-like obligations.
• Hybrid securities receive partial equity credit—sometimes 50%—depending on their structure.
• Operating cash flow is recalculated, stripping out items the agency views as non-recurring or unsustainable.

The core ratios that emerge—FFO to debt, debt to EBITDA, FFO interest coverage, and free operating cash flow to debt—are the vocabulary of every rating committee. If you cannot recite your *agency-adjusted* leverage, not your covenant-defined leverage, you are managing a number the market does not use.

The Modifiers Where CFO Judgment Lives

The anchor rating is mechanical. The modifiers are where narrative meets numbers, and where a skilled CFO earns notches:

• Financial policy — the single most controllable modifier. Your stated tolerance for leverage, your buyback and dividend posture, your appetite for debt-funded M&A. Agencies reward *credible commitment*, not aspiration.
• Liquidity — sources over uses across the next 12–24 months, with explicit weight on committed facilities and debt maturity walls.
• Management and governance — track record of delivering on stated plans. Miss guidance twice and this quietly turns against you.
• Comparable ratings analysis — a holistic sanity check against peers, worth up to a notch in either direction.

Understanding this architecture reframes the CFO's task. You are not lobbying for a better grade. You are supplying evidence that moves specific, named inputs.

What Actually Triggers an Upgrade or Downgrade

Ratings move for two categories of reasons, and conflating them is a strategic error.

The first is trajectory against threshold. Every rating carries published, quantitative triggers. S&P might state that it would consider a downgrade if FFO-to-debt falls below 30% on a sustained basis, or an upgrade if it exceeds 45%. These are not secrets—they are in the rating rationale, and your job is to know exactly where you sit relative to each one and how much headroom you have. The word "sustained" is load-bearing. A single quarter's breach driven by working-capital timing rarely triggers action; a structural deterioration that the agency believes will persist through the cycle does.

The second, more dangerous category is the event. A transformational acquisition, a large debt-funded buyback, a spin-off that strands leverage in the parent, a covenant breach, a major litigation reserve. Events compress the agency's decision timeline from quarters to days and remove your ability to shape the story gradually.

Here the mechanics matter. When an event is pending, agencies use CreditWatch (S&P) or Rating Under Review (Moody's) to signal an imminent, event-driven decision—typically resolved within 90 days. The Outlook (Positive, Stable, Negative) is a slower signal, indicating the likely direction over roughly one to two years. A CFO who understands this distinction manages the conversation accordingly: a Negative Outlook is an invitation to present a deleveraging path *before* it hardens into a downgrade. It is a window, not a verdict.

Consider how Netflix managed its long climb from junk to investment grade. For years the company ran deeply negative free cash flowfree cash flowFree Cash Flow is the cash a company generates from operations after funding the capital expenditures needed to maintain and grow its asset base.View full definition → to fund content, and the agencies held it below investment grade despite explosive revenue growth. The upgrade to BBB in 2021 did not come from a single strong quarter. It came after Netflix demonstrated *sustained* free cash flowfree cash flowFree Cash Flow is the cash a company generates from operations after funding the capital expenditures needed to maintain and grow its asset base.View full definition → generation and articulated an explicit financial policy: it would fund content from operating cash flow and reduce reliance on the debt markets. The narrative and the numbers converged, and only then did the notch move. The agencies rewarded the *demonstrated inflection*, not the promise of one.

The Cliff Effect at the BBB/BB Boundary

Not all downgrades are equal. The move from BBB– to BB+—the investment-grade-to-high-yield boundary—is the most consequential single notch in corporate finance, and the CFO must manage it as a category of its own risk.

The reason is structural, not sentimental. A vast pool of capital is *mandated* to hold only investment-grade paper: many insurance portfolios, pension funds, and index funds cannot own high yield. A downgrade below the line ("fallen angel" status) forces mechanical selling, widens spreads far beyond the fundamental deterioration, and shrinks your buyer base precisely when you need it. It can also trip rating-linked triggers in your own documents—coupon step-ups, collateral posting requirements, or acceleration clauses.

This is why a CFO running near the boundary manages to a leverage target with deliberate cushion—not to the edge of the threshold. The cost of the extra turn of deleveraging is almost always trivial against the cost of a forced descent into high yield and the multi-year climb back. Ball Corporation, Netflix, and others have explicitly framed reaching or defending investment grade as a strategic priority precisely because the funding-cost differential across that line is worth hundreds of basis points and, in stress, the difference between market access and its absence.

Shaping the Credit Story: The CFO's Playbook

The credit story is a governed, repeatable process, not an annual ritual. Here is how the discipline operates on Monday morning.

Own the analyst relationship as a continuous dialogue. The worst time to introduce yourself to your lead analyst is when you are about to announce an acquisition. The best CFOs treat agencies like a distinct investor constituency: regular update meetings, pre-briefings on strategic moves, and consistent messaging that matches what equity investors hear. Agencies penalize surprises severely because a surprise signals that management either did not anticipate the issue or chose not to disclose it—both of which erode the governance modifier.

Present metrics on the agency's terms. Do not hand the analyst your covenant leverage and let them do their own adjustments in a vacuum. Provide your own bridge from reported to adjusted figures, showing pensions, leases, and hybrid treatment explicitly. This does two things: it demonstrates sophistication, and it lets you frame the adjustments rather than absorbing whatever the analyst assumes.

Pre-negotiate the event. Before announcing a leveraging transaction, run the pro-forma metrics through the agency's own matrix and bring them a *deleveraging path*—the sequence and timing of debt paydown that restores metrics to the current rating's range, typically within 18–24 months. Agencies frequently affirm a rating through a temporary spike in leverage if management presents a credible, committed path back. The acquisition of a lower-margin business at 4.5x combined leverage may hold your BBB if you commit to and demonstrate the route back to 3.0x, because the agency rates *through* the transaction rather than at its peak.

Make financial policy explicit and then honor it. A published leverage target, a stated hierarchy for cash deployment, and a commitment to suspend buybacks when leverage exceeds a threshold are worth real notches—but only if your track record backs them. Credibility here is an asset you build over years and destroy in one opportunistic, debt-funded share repurchase at the wrong moment.

Manage the maturity wall as narrative, not just treasury. A cluster of maturities in a single year reads as refinancing risk regardless of your cash flow. Laddering maturities and pre-funding ahead of walls tells the liquidity story before the analyst has to ask, and it directly strengthens the liquidity modifier.

Reading the Rating as a Cost-of-Capital Lever

The final shift in thinking: treat the rating not as a constraint to satisfy but as a variable to optimize against your cost of capital.

The relationship between rating and spread is nonlinear. The pickup in borrowing cost from A to BBB is modest; the jump from BBB to BB is a cliff. This means the *marginal* value of a rating notch varies enormously depending on where you sit. For a solidly-A issuer, spending balance-sheet capacity to defend a AA is often value-destructive—you are holding expensive equity cushion to save a few basis points. For an issuer at BBB–, a turn of deleveraging that secures the investment-grade line can be one of the highest-return uses of capital available.

This is the analytical core of the CFO's judgment: quantify what each notch is worth in spread, across your actual debt stack, and weigh it against the cost of the balance-sheet discipline required to hold it. A company that would give up 15 basis points across $8 billion of debt to defend a rating is weighing roughly $12 million a year against whatever return it forgoes by carrying less leverage. Sometimes the rating is worth defending; sometimes the "optimal" rating for enterprise value is deliberately lower than the maximum achievable. Many private-equity-owned and capital-efficient firms rationally choose to sit at BB and accept the spread, because the alternative—running below their optimal leverage to chase investment grade—destroys equity value.

The rating, in other words, is an output of capital-allocation choices you are already making. The credit story simply makes those choices legible to the market that funds you.

Key Takeaways

1. Manage to agency-adjusted metrics, not reported or covenant figures. Know your FFO-to-debt and adjusted leverage exactly, including pension, lease, and hybrid treatment, and build the bridge for analysts yourself.

2. Treat published rating triggers as your dashboard. Track headroom against each named threshold, and remember that "sustained" deterioration—not one-quarter noise—drives action. A Negative Outlook is a window to act, not a verdict.

3. Never let an agency be surprised. Pre-brief every leveraging event with a credible, time-bound deleveraging path; agencies routinely rate through a temporary leverage spike when management commits to the route back.

4. Guard the BBB–/BB+ boundary as a distinct risk. The forced-selling cliff below investment grade justifies carrying deliberate cushion; the cost of an extra turn of deleveraging is trivial against the cost of a fallen-angel descent.

5. Optimize the rating against cost of capital, not for its own sake. Quantify each notch's spread value across your actual debt stack—and recognize that the value-maximizing rating is sometimes lower than the highest one you could achieve.