Moodys.com
Close
Please Note
We brought you to this page based on your search query. If this isn't what you are looking for, you can continue to Search Results for ""
The maximum number of items you can export is 3,000. Please reduce your list by using the filtering tool to the left.
Close
Close
Email Research
Recipient email addresses will not be used in mailing lists or redistributed.
Recipient's
Email

Use semicolon to separate each address, limit to 20 addresses.
Enter the
characters you see
Close
Email Research
Thank you for your interest in sharing Moody's Research. You have reached the daily limit of Research email sharings.
Close
Thank you!
You have successfully sent the research.
Please note: some research requires a paid subscription in order to access.
Already a customer?
LOG IN
Don't want to see this again?
REGISTER
OR
Accept our Terms of Use to continue to Moodys.com:

PLEASE READ AND SCROLL DOWN!

By clicking “I AGREE” [at the end of this document], you indicate that you understand and intend these terms and conditions to be the legal equivalent of a signed, written contract and equally binding, and that you accept such terms and conditions as a condition of viewing any and all Moody’s inform​ation that becomes accessible to you [after clicking “I AGREE”] (the “Information”).   References herein to “Moody’s” include Moody’s Corporation, Inc. and each of its subsidiaries and affiliates.

Terms of One-Time Website Use

1.            Unless you have entered into an express written contract with Moody’s to the contrary, you agree that you have no right to use the Information in a commercial or public setting and no right to copy it, save it, print it, sell it, or publish or distribute any portion of it in any form.               

2.            You acknowledge and agree that Moody’s credit ratings: (i) are current opinions of the future relative creditworthiness of securities and address no other risk; and (ii) are not statements of current or historical fact or recommendations to purchase, hold or sell particular securities.  Moody’s credit ratings and publications are not intended for retail investors, and it would be reckless and inappropriate for retail investors to use Moody’s credit ratings and publications when making an investment decision.  No warranty, express or implied, as the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any Moody’s credit rating is given or made by Moody’s in any form whatsoever.          

3.            To the extent permitted by law, Moody’s and its directors, officers, employees, representatives, licensors and suppliers disclaim liability for: (i) any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with use of the Information; and (ii) any direct or compensatory damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud or any other type of liability that by law cannot be excluded) on the part of Moody’s or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with use of the Information.

4.            You agree to read [and be bound by] the more detailed disclosures regarding Moody’s ratings and the limitations of Moody’s liability included in the Information.     

5.            You agree that any disputes relating to this agreement or your use of the Information, whether sounding in contract, tort, statute or otherwise, shall be governed by the laws of the State of New York and shall be subject to the exclusive jurisdiction of the courts of the State of New York located in the City and County of New York, Borough of Manhattan.​​​

I AGREE
Rating Action:

Moody's affirms ratings for Exelon and PEPCO families upon merger announcement; outlooks remain stable

30 Apr 2014

Approximately $28 Billion of Debt Affected

NOTE: On May 5, 2014 the Press Release was revised as follows: The following affirmations were added to the debt list: Exelon Capital Trust I – (P)Baa3, Exelon Capital Trust II – (P)Baa3, Exelon Capital Trust III (P)Baa3 and PECO Energy Capital Trust IV - (P)A3. Revised release follows.

New York, April 30, 2014 -- Moody's Investors Service today affirmed the ratings of Exelon Corporation (Exelon) and its subsidiaries. Ratings affirmed include: Exelon's Baa2 senior unsecured and Prime-2 short term commercial paper ratings; Baltimore Gas & Electric Company's (BGE) A3 senior unsecured rating; Commonwealth Edison Company's (CWE) Baa1 senior unsecured rating; and PECO Energy Company's (PECO) A2 senior unsecured rating and Prime-1 short term commercial paper rating. In addition, Moody's affirmed Exelon Generation Company's (ExGen) Baa2 senior unsecured rating. The rating outlook for Exelon and all of its subsidiaries is stable.

Concurrently, Moody's affirmed the ratings of Pepco Holdings Inc (PHI) and its subsidiaries. Ratings affirmed include PHI's Baa3 long-term issuer and Prime-3 short term commercial paper ratings; Potomac Electric Power Company's (PEPCO) Baa1 long-term issuer and Prime-2 short term commercial paper ratings; Delmarva Power & Light Company's (DPL) Baa1 long-term issuer and Prime-2 short term commercial paper ratings; and Atlantic City Electric Company's (ACE) Baa2 long-term issuer and Prime-2 short term commercial paper ratings. The rating outlook for PHI and all of its subsidiaries is stable.

"This transaction fundamentally shifts Exelon's business mix towards lower risk regulated transmission and distribution utilities" said Jim Hempstead, Associate Managing Director "and looks to have a high degree of execution certainty given the company's presence in the region and prior success with the BGE integration."

"Although PHI has had some success in addressing several regulatory overhangs across its jurisdictions, being part of a large company, and eliminating the need to finance its common dividend are positive" said Lesley Ritter, Analyst. "As the planned investment in rate base unfolds and the recovery structures commence, we think PHI and its utility subsidiaries will be better positioned for rating upgrades."

RATINGS RATIONALE

The primary driver of today's rating action is the shift in Exelon's business mix towards the lower risk transmission and distribution (T&D) utility business, the improved diversity of regulatory jurisdictions, increased scale and scope of the company and balanced acquisition financing plans. We also view this transaction as a credit positive for PHI and its subsidiaries because it eliminates the pressure of maintaining an aggressive common dividend, thereby reducing the need for further leverage at this entity, during a period of heightened capital spending.

With the addition of PHI, Exelon's mix of regulated and unregulated business activities will shift to approximately 60% regulated -- 40% unregulated from roughly 50% - 50%, and its revenue concentration in Maryland, Illinois and Pennsylvania shifts to 33%, 30% and 21% from 29%, 42% and 29%, respectively. In addition, Exelon picks up exposure to New Jersey, Delaware and the District of Columbia.

Exelon's credit profile will also benefit by the larger and more diversified rate base, which is expected to grow across all of the jurisdictions. Exelon's roughly $18 billion T&D rate base will grow with PHI's roughly $7 billion rate base, creating one of the largest T&D utilities in the US. The greater breadth and diversity of these regulated jurisdictions is a credit positive because all of the jurisdictions are viewed as being relatively supportive to long term credit quality and provide a reasonable suite of timely recovery mechanisms.

We also see improvement in the upstream subsidiary dividend policy, with the reliance on upstream dividends shifting further away from ExGen and more toward regulated cash flows. PHI benefits because incorporation into a large diversified family of businesses eliminates the pressure of maintaining an aggressive common dividend, thereby reducing the need for further leverage at this entity.

Exelon is defending its Baa2 rating by utilizing a balanced mix of debt and equity, and ExGen will dividend roughly $1.0 billion in non-core, after-tax asset sale proceeds to help finance the purchase of PHI. That said, the rating is constrained by the shift in Exelon's corporate finance policies, where roughly $3.5 billion in holding company debt will be issued along with mandatorily convertible debt. Assuming 50% equity treatment for the convertible debt, and including an additional $500 million of debt that currently resides at Exelon's parent holding company (but excluding an expected retirement of $800 million that currently resides at Exelon), the ratio of parent holding company debt to total consolidated debt will rise from around 6% today. If this ratio of parent holding company debt to total consolidated debt rose above the 25%-30% range, a wider notching between the parent and its subsidiaries could result. Still, the issuance of approximately $2.8 billion of equity is viewed as a credit positive, and the convertible debt should convert to additional equity in about 3 years.

On a pro-forma basis, Exelon's consolidated financial metrics will also weaken somewhat, with the ratio of consolidated cash flow to debt expected to remain in the low 20% range over the next few years. This compares with the 2013 ratio of roughly 25%. The higher concentrations of regulated operations will provide some cushion lower credit metric thresholds for a given rating because of the inherent stability of regulated cash flows.

RATING OUTLOOKS

The stable rating outlook for Exelon considers the stability and predictability of its large T&D utility businesses, the reduced shareholder dividend outflows, adequate liquidity profile and conservatively levered unregulated generation business.

The stable rating outlook for ExGen considers the benefits to credit quality from deferring growth capital investments and from the parent's decision to reduce the common dividend by 40%. The stable rating outlook factors in our belief that ExGen is strongly positioned as a mid-Baa company during the current down cycle that also incorporates some degree of financing flexibility which should help facilitate incremental growth prospects as they arise.

The stable rating outlooks for BGE, CWE and PECO reflects the critical utility infrastructure they operate around the greater Baltimore, Chicago and Philadelphia metro-regions, respectively. In all three states, Moody's expects regulators and politicians to provide a reasonably supportive and constructive framework for the utilities to pursue, submit and ultimately receive authorization to recover the vast majority of their prudently incurred costs and investments. The financial profile for the three T&D utilities is strong, and cash flows (combined for all three utilities) should grow to roughly $2.8 - $3.0 billion over the next 3 years. Assuming the three utilities can keep their total debt outstanding near $15 billion, the ratio of CFO to debt should remain in the high-teen's range over the next five years.

The stable rating outlooks for PHI and its subsidiaries factor in the benefits of the merger as being a part of a larger family, including the likely reduction of negative free cash flow across the companies.

WHAT COULD CHANGE RATING -- UP

Exelon's ratings could be upgraded with a continued shift in business mix towards the regulated T&D utilities and away from the unregulated merchant power and retail businesses. To the extent that growth initiatives continue to center around acquisitions of rate regulated businesses, credit quality for Exelon could be enhanced, particularly if such an acquisition was financed in a credit friendly fashion. Exelon's ratings could also be upgraded if it can produce a ratio of cash flow to debt in the mid-20% range for a sustained period of time and if the T&D utilities produced sustained ratios of cash flow to debt in the mid- to high-teen's range. At this level, Exelon's more risky unregulated businesses will be sufficiently mitigated with its strong financial profile.

In light of the most recent negative rating action in February 2013 that lowered ExGen's long-term rating to Baa2 along with a continuing negative rating outlook for the unregulated power sector, it is unlikely for ExGen's ratings to upgraded over the next several years.

PHI will likely see upwards rating pressure once regulatory approvals for the merger are reached and there is further clarity on the company's pro forma dividend policy. While the PHI rating could benefit from merger completion, rating upgrades at the utility levels are unlikely for now given the sizeable capital spending program at each of the subsidiaries.

For BGE, CWE and PECO, ratings could be upgraded as the new formulaic rate setting framework and other positive legislative intervention (such as the Illinois EIMA law) starts to build a track record. It will take a few years to fully understand the credit impacts associated with new trackers and recovery mechanisms as they experience different economic and financial cycles. For now, we incorporate a view that the regulatory environment will remain supportive for at least the next 2 -- 3 years, and that the suite of recovery mechanisms will not be materially diminished.

WHAT COULD CHANGE RATING -- DOWN

Exelon's rating could be downgraded if weaker than expected financial performance surfaced for a sustained period of time, either as a result of a further sustained drop in operating margins across the unregulated power sector or a substantial outage at several of the company's generating assets. In addition, if sizeable negative free cash flows were financed with material increase in indebtedness, or if a more contentious regulatory environment in Illinois, Maryland or Pennsylvania were to materialize, ratings could be pressured. From a financial perspective, Exelon's ratings could be downgraded if cash flow to debt fell below 20% for a sustained period of time, or it retained cash flow to debt below 12%.

ExGen's rating is strongly-positioned in the mid-Baa rating category and its hedging strategy enhances the reliability of its near-term cash flow. The rating, however, could be downgraded if weaker than expected financial performance surfaced either as a result of a further sustained drop in operating margins across the sector or a substantial outage at several of the company's generating assets resulting in negative free cash flow being financed with material incremental indebtedness. Specifically, ExGen's ratings could be downgraded if cash flow to debt declined to the low twenties percentages, retained cash flow to debt fell below 15%, cash flow interest coverage was below 5.0x and material negative free cash flow surfaced on a sustained basis.

PHI's rating could be downgraded if the company encounters adverse regulatory or political developments at its utility subsidiaries, or finances its near-term capital expenditure program in a manner that impairs its ability to maintain low Baa metrics over a sustained period of time.

The ratings of Pepco, DPL and ACE could be lowered if there were a deterioration in the regulatory environment, which might include greater regulatory lag, uncertainty about recovery of investments, further compression in rates, or if there were a downward revision in our expectation of future financial metrics relative to our current view.

For BGE, CWE and PECO, ratings could be downgraded if the ratio of cash flow to debt fell below the 15% threshold for a sustained period of time, especially if the decline was in cash flow and associated with an unexpected regulatory or political intervention. Mis-managing liquidity or an unbalanced shareholder rewards policy, where the dividend payout ratio was near 100%, could also create negative rating pressure. At this point, the biggest credit rating exposure appears to reside in the three utility's relationship with their unregulated affiliate, Exelon Generation.

LIST OF RATING AFFIRMATIONS

Exelon Corporation

Long-term Issuer Rating -- Baa2

Senior Unsecured Rating -- Baa2

Senior Unsecured Bank Credit Facility Rating -- Baa2

Senior Unsecured Shelf Rating -- (P)Baa2

Subordinate Shelf Rating -- (P)Baa3

Pref. Stock Rating -- (P)Ba1

Commercial Paper Rating -- Prime 2

Outlook -- Stable

Exelon Generation Company

Long-term Issuer Rating -- Baa2

Senior Unsecured Rating -- Baa2

Senior Unsecured Bank Credit Facility Rating -- Baa2

Senior Unsecured Shelf Rating -- (P)Baa2

Pref. Stock Rating -- (P)Ba1

Commercial Paper Rating -- Prime 2

Outlook -- Stable

Commonwealth Edison Company

Long-term Issuer Rating -- Baa1

First Mortgage Bonds Rating -- A2

Senior Unsecured Rating -- Baa1

Senior Unsecured Bank Credit Facility Rating -- Baa1

Commercial Paper Rating -- Prime 2

Outlook -- Stable

Baltimore Gas & Electric

Long-term Issuer Rating -- A3

Senior Unsecured Rating -- A3

Senior Unsecured Bank Credit Facility Rating -- A3

Senior Secured Shelf Rating -- (P)A1

Senior Unsecured Shelf Rating -- (P)A3

Preferred Shelf Rating -- (P)Baa2

Industrial Revenue Bonds -- VMIG 2

Commercial Paper Rating -- Prime 2

Outlook -- Stable

BGE Capital Trust II

Preferred Stock -- Baa1

PECO Energy Company

Long-term Issuer Rating -- A2

First Mortgage Bonds Rating -- Aa3

Senior Unsecured Bank Credit Facility Rating -- A2

Pref. Stock Rating -- Baa1

Commercial Paper Rating -- Prime 1

Outlook -- Stable

PEPCO Holdings Inc.

Long-term Issuer Rating -- Baa3

Senior Unsecured Rating -- Baa3

Commercial Paper Rating -- Prime 3

Outlook -- Stable

Potomac Electric Power Company

Long-term Issuer Rating -- Baa1

First Mortgage Bonds Rating -- A2

Commercial Paper Rating -- Prime 2

Outlook -- Stable

Delmarva Power & Light Company

Long-term Issuer Rating -- Baa1

First Mortgage Bonds Rating -- A2

Senior Secured Shelf Rating -- (P)A2

Senior Unsecured Rating -- Baa1

Commercial Paper Rating -- Prime 2

Outlook -- Stable

Atlantic City Electric Company

Long-term Issuer Rating -- Baa2

First Mortgage Bonds Rating -- A3

Senior Secured Rating -- A3

Pref. Stock Rating -- Ba1

Commercial Paper Rating -- Prime 2

Outlook -- Stable

Exelon Capital Trust I

(P)Baa3

Exelon Capital Trust II

(P)Baa3

Exelon Capital Trust III

(P)Baa3

PECO Energy Capital Trust IV

(P)A3

The principal methodology used in these ratings was Unregulated Utilities and Power Companies published in August 2009 and Regulated Electric and Gas Utilities published in December 2013. Please see the Credit Policy page on www.moodys.com for a copy of this methodology.

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.

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

Please see www.moodys.com for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating.

Please see the ratings tab on the issuer/entity page on www.moodys.com for additional regulatory disclosures for each credit rating.

James Hempstead
Associate Managing Director
Infrastructure Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

William L. Hess
MD - Utilities
Infrastructure Finance Group
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 212-553-0376
SUBSCRIBERS: 212-553-1653

Moody's affirms ratings for Exelon and PEPCO families upon merger announcement; outlooks remain stable
No Related Data.
© 2019 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES (“MIS”) ARE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MOODY’S PUBLICATIONS MAY INCLUDE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT. SEE MOODY’S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED BY MOODY’S RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY’S OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. CREDIT RATINGS AND MOODY’S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY’S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY’S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

MOODY’S CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS AND INAPPROPRIATE FOR RETAIL INVESTORS TO USE MOODY’S CREDIT RATINGS OR MOODY’S PUBLICATIONS WHEN MAKING AN INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.

CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED FOR REGULATORY PURPOSES AND MUST NOT BE USED IN ANY WAY THAT COULD RESULT IN THEM BEING CONSIDERED A BENCHMARK.

All information contained herein is obtained by MOODY’S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing the Moody’s publications.

To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use any such information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of a particular credit rating assigned by MOODY’S.

To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information.

NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CREDIT RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER.

Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any rating, agreed to pay to Moody’s Investors Service, Inc. for ratings opinions and services rendered by it fees ranging from $1,000 to approximately $2,700,000. MCO and MIS also maintain policies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”

Additional terms for Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors.

Additional terms for Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.

MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for ratings opinions and services rendered by it fees ranging from JPY125,000 to approximately JPY250,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

​​​​
Moodys.com