Moodys.com
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 downgrades Avis Budget's rental car ABS

27 Apr 2020

Approximately $6.3 billion asset-backed securities affected

New York, April 27, 2020 -- Moody's Investors Service (Moody's) has downgraded and placed on review for further possible downgrade the ratings on 32 tranches of rental car asset-backed securities (ABS) issued by Avis Budget Rental Car Funding (AESOP), LLC (AESOP or the issuer). The issuer is an indirect subsidiary of the transaction sponsor and single lessee, Avis Budget Car Rental, LLC (ABCR, B2 RUR-down). ABCR, a subsidiary of Avis Budget Group, Inc., is the owner and operator of Avis Rent A Car System, LLC (Avis), Budget Rent A Car System, Inc. (Budget), Zipcar, Inc. and Payless Car Rental, Inc. (Payless). AESOP is ABCR's rental car securitization platform in the U.S. The collateral backing the notes is a fleet of vehicles and a single lease of the fleet to ABCR for use in its rental car business.

Moody's actions on the rental car ABS are prompted by the deterioration in the credit profile of ABCR, as evidenced by recent rating actions resulting in the downgrade of the company's corporate family rating (CFR) to B2 (RUR-down) from Ba3 (RUR-down), among other considerations.

The complete rating actions are as follows:

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2015-1

Series 2015-1 Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Jan 29, 2015 Definitive Rating Assigned Aaa (sf)

Series 2015-1 Class B, Downgraded to A2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A1 (sf) Placed Under Review for Possible Downgrade

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2015-2

Series 2015-2 Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on May 27, 2015 Definitive Rating Assigned Aaa (sf)

Series 2015-2 Class B, Downgraded to A2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A1 (sf) Placed Under Review for Possible Downgrade

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2016-1

Series 2016-1 Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 30, 2016 Definitive Rating Assigned Aaa (sf)

Series 2016-1 Class B, Downgraded to A2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A1 (sf) Placed Under Review for Possible Downgrade

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2016-2

Series 2016-2 Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Jun 1, 2016 Definitive Rating Assigned Aaa (sf)

Series 2016-2 Class B, Downgraded to A2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A1 (sf) Placed Under Review for Possible Downgrade

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2017-1

Series 2017-1 Fixed Rate Rental Car Asset Backed Notes, Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 15, 2017 Definitive Rating Assigned Aaa (sf)

Series 2017-1 Fixed Rate Rental Car Asset Backed Notes, Class B, Downgraded to A2 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A1 (sf) Placed Under Review for Possible Downgrade

Series 2017-1 Fixed Rate Rental Car Asset Backed Notes, Class C, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Mar 15, 2017 Definitive Rating Assigned Baa3 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2017-2

Series 2017-2 Fixed Rate Rental Car Asset Backed Notes, Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Dec 13, 2017 Definitive Rating Assigned Aaa (sf)

Series 2017-2 Fixed Rate Rental Car Asset Backed Notes, Class B, Downgraded to A3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A1 (sf) Placed Under Review for Possible Downgrade

Series 2017-2 Fixed Rate Rental Car Asset Backed Notes, Class C, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Dec 13, 2017 Definitive Rating Assigned Baa3 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2018-1

Series 2018-1 Fixed Rate Rental Car Asset Backed Notes, Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Apr 30, 2018 Definitive Rating Assigned Aaa (sf)

Series 2018-1 Fixed Rate Rental Car Asset Backed Notes, Class B, Downgraded to A3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A1 (sf) Placed Under Review for Possible Downgrade

Series 2018-1 Fixed Rate Rental Car Asset Backed Notes, Class C, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Apr 30, 2018 Definitive Rating Assigned Baa3 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2018-2

Series 2018-2 Fixed Rate Rental Car Asset Backed Notes, Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Oct 25, 2018 Definitive Rating Assigned Aaa (sf)

Series 2018-2 Fixed Rate Rental Car Asset Backed Notes, Class B, Downgraded to A3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A1 (sf) Placed Under Review for Possible Downgrade

Series 2018-2 Fixed Rate Rental Car Asset Backed Notes, Class C, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Oct 25, 2018 Definitive Rating Assigned Baa3 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2019-1

Series 2019-1 Fixed Rate Rental Car Asset Backed Notes, Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Feb 13, 2019 Definitive Rating Assigned Aaa (sf)

Series 2019-1 Fixed Rate Rental Car Asset Backed Notes, Class B, Downgraded to A3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A1 (sf) Placed Under Review for Possible Downgrade

Series 2019-1 Fixed Rate Rental Car Asset Backed Notes, Class C, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Feb 13, 2019 Definitive Rating Assigned Baa3 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2019-2

Series 2019-2 Rental Car Asset Backed Notes, Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Apr 23, 2019 Definitive Rating Assigned Aaa (sf)

Series 2019-2 Rental Car Asset Backed Notes, Class B, Downgraded to A3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A1 (sf) Placed Under Review for Possible Downgrade

Series 2019-2 Rental Car Asset Backed Notes, Class C, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Apr 23, 2019 Definitive Rating Assigned Baa3 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2019-3

Series 2019-3 Rental Car Asset Backed Notes, Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Aug 27, 2019 Definitive Rating Assigned Aaa (sf)

Series 2019-3 Rental Car Asset Backed Notes, Class B, Downgraded to A3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A2 (sf) Placed Under Review for Possible Downgrade

Series 2019-3 Rental Car Asset Backed Notes, Class C, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Aug 27, 2019 Definitive Rating Assigned Baa3 (sf)

Issuer: Avis Budget Rental Car Funding (AESOP) LLC, Series 2020-1

Series 2020-1 Rental Car Asset Backed Notes, Class A, Downgraded to Aa1 (sf) and Placed Under Review for Possible Downgrade; previously on Jan 29, 2020 Definitive Rating Assigned Aaa (sf)

Series 2020-1 Rental Car Asset Backed Notes, Class B, Downgraded to A3 (sf) and Remains On Review for Possible Downgrade; previously on Apr 6, 2020 A2 (sf) Placed Under Review for Possible Downgrade

Series 2020-1 Rental Car Asset Backed Notes, Class C, Downgraded to Ba1 (sf) and Placed Under Review for Possible Downgrade; previously on Jan 29, 2020 Definitive Rating Assigned Baa3 (sf)

RATINGS RATIONALE

Moody's actions are prompted by the significant deterioration in the credit profile of ABCR (the lessee), as evidenced by recent rating actions on April 24, 2020, including Moody's downgrading ABCR's CFR to B2 from Ba3. The rating action reflects the considerable weakening of the company's liquidity position that will occur due to the coronavirus' impact on air-travel, car rental usage rates, and the used car market. ABCR's business is built around renting its cars, on-airport and off-airport, and being able to efficiently dispose of the rental fleet. Air travel, which has a very strong relationship to rental car utilization rates, has fallen by over 90% and we expect travel to remain weak through 2020. At the same time the market for used cars, which is quite large and usually quite stable, has contracted at an unprecedented pace. As a result of this stress, ABCR's revenues and earnings will declined precipitously, and the company's earnings and cash flow will become significantly negative during the second quarter. Rental car ABS transactions securitize a single lease, making performance partly dependent on the financial health of the rental car company lessee.

Demand and pricing in the 40 million-unit US used car market should begin to recover sometime during the third quarter which should ease some stress on liquidity. Moody's believes that ABCR has adequate liquidity to fund the cash outflow that will occur until the used car market becomes more accessible during the third quarter. At March 31, this liquidity position, including cash and availability under credit facilities, approximated $1.4 billion.

The car rental sector has been one of the sectors most significantly affected by the coronavirus-induced economic shock given its heavy dependence on air travel and on the sale of used vehicles. Business activity in these markets, which are critical to ABCR's ongoing operations, have fallen precipitously. During late March and into April the normally quite stable and large market for used cars has contracted at an unprecedented pace given the closure of most auctions. Moody's believes prices have fallen by at least 10% for the very low volume of cars that may have traded.

In its ABS rating analysis, Moody's continues to assume that in the event of insolvency, ABCR will be more likely to reorganize under a Chapter 11 bankruptcy filing, as it would likely realize significantly more value as an ongoing business concern than it would if it were to liquidate its assets under a Chapter 7 filing. Moody's view considers the strength of the ABCR brand (one of the three major car rental companies in North America) and the expected eventual recovery of the rental car industry. Moody's now believes that there is a moderately higher probability that ABCR will seek to negotiate changes to its lease payment terms. While Moody's recognizes the strategic importance of the ABS financing platform to ABCR's operation, the company's lease payment obligations to the trust are high considering its challenging financial situation for the remainder of 2020 and its low fleet utilization. Given the unprecedented market dislocation and the currently illiquid market for used-vehicles, certain ABS noteholders may wish to extend some form of lease payment relief to ABCR to avoid a fire sale of the entire fleet of vehicles. However, the parties may face logistical challenges in implementing any operational and legal procedures required to potentially negotiate and optimize lease terms.

In taking today's action, Moody's also considered the weakening credit quality of several original equipment manufacturers (OEMs) in ABCR's vehicle fleet. Moody's recently placed the ratings of the three largest OEMs in the underlying fleet on review for downgrade as follows: Fiat Chrysler Automobiles N.V. (CFR of Ba1 under review with direction uncertain, previously Ba1 positive, approximately 22% of the vehicle fleet), General Motors Company (senior unsecured rating of Baa3 RUR-down, previously Baa3 stable, approximately 18% of the vehicle fleet), and Ford Motor Company (senior unsecured rating of Ba2 RUR-down, previously Ba1 stable, approximately 15% of the vehicle fleet). These rating actions on the OEMs reflect the severe economic shock owing to the coronavirus pandemic.

The automotive industry has been one of the sectors most significantly affected by the shock given its sensitivity to consumer demand and sentiment. The performance of rental car ABS is dependent on the credit quality of the OEMs because, if a vehicle manufacturer bankruptcy were to occur, the risk that the manufacturer would not satisfy its repurchase obligations for program vehicles (roughly 15% of the underlying vehicles) would increase. Also, used-vehicle values for that manufacturer would likely decline, decreasing the value of the fleet collateral available to repay the notes. In taking today's action, Moody's increased its assumption for the non-program portion of the pool given the elevated levels over the past few months.

Today's rating actions also reflect heightened uncertainty, owing to the unprecedented operating environment, with respect to certain factors including:

(1) if and under what market conditions the trust will be forced to liquidate vehicles, and the effectiveness of any related decision-making process involving numerous parties and noteholders,

(2) the duration of the shutdown of certain used-vehicles sales channels owing to the pandemic, which has resulted in an unprecedented, illiquid secondary market.

(3) the magnitude of used vehicle price declines resulting from the sudden halt in demand for vehicles, the unprecedented shock to global air travel and ABCR's reliance on revenue from customers' foot traffic at airports, relative to available overcollateralization,

(4) the sufficiency of the amortization tail period for certain notes, particularly for those maturing in 2021, if the used-vehicle sales channels remain closed or experience significant volume decline for a prolonged period,

(5) the sufficiency of required liquidity in the form of a letter of credit (LOC) covering six months of interest due on the notes in the event of a lease payment default should the entire fleet need to be disposed of in a challenging and depressed used-vehicle market; the LOCs have a term of only one-year and therefore when some expire in 2020 the issuer is required to either extend the LOCs or fund the required amount in cash, and

(6) the legal risks to the trust in the event of a sponsor bankruptcy.

The ratings on the notes are supported by (1) the available credit enhancement, which consists of subordination and over-collateralization, to protect investors against a meaningful decline in the value of the underlying vehicles, (2) the credit quality of the collateral in the form of rental fleet vehicles, which ABCR uses in its rental car business under brand names Avis, Budget and Payless, (3) the credit quality of ABCR as lessee and payment guarantor and of the OEMs, (4) the low likelihood of a Chapter 7 liquidation, (5) required liquidity in the form of cash and/or a letter of credit sized at roughly six months of interest, (6) the track-record, experience and expertise of ABCR as the servicer of the rental fleet and the administrator for the issuer, and (7) the transaction structure, and other qualitative considerations. Given the unprecedented shock to the car rental sector, the degree of uncertainty is unusually high and further ratings downgrades may be warranted.

Available credit enhancement for the series of notes currently ranges from roughly 38%-45% for the Class A notes, 29%-33% for the Class B notes, and 20%-21% for the Class C notes.

Moody's analysis considered the increased uncertainty relating to the effect of the coronavirus outbreak on the US economy, as well as the effects that the announced government measures put in place to contain the virus will have on the performance of corporate assets. Moody's regards the coronavirus outbreak as a social risk under our ESG framework, given the substantial implications for public health and safety. It is a global health shock, which makes it extremely difficult to provide an economic assessment. The degree of uncertainty around our forecasts is unusually high.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Moody's Global Approach to Rating Rental Fleet Securitizations" published in March 2019 and available at https://www.moodys.com/research/Moodys-Global-Approach-to-Rating-Rental-Fleet-Securitizations--PBS_1111706. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.

Factors that would lead to an upgrade or downgrade of the ratings:

Up

Moody's could upgrade the ratings of the notes as applicable if, among other things, (1) the credit quality of the lessee improves, (2) assumptions of the credit quality of the pool of vehicles collateralizing the transaction strengthens, as reflected by a stronger mix of program and non-program vehicles and stronger credit quality of vehicle manufacturers, and (3) sustained improvement in the vehicle prices of non-program vehicles owing to higher demand for used vehicles and the increase in volumes of used-car sales.

Down

Moody's could downgrade the ratings of the notes if, among other things, (1) the credit quality of the lessee weakens and it is unable to meet its lease payment obligations, (2) an increase in the likelihood of a sudden disposition of the underlying vehicles in a depressed used-vehicle market combined with an unprecedented, illiquid secondary market, (3) the credit quality of the pool of vehicles collateralizing the transaction weakens, as reflected by a weaker mix of program and non-program vehicles and weaker credit quality of vehicle manufacturers, (4) sharper than expected declines in vehicle prices of non-program vehicles owing to sustained weakness in the demand for used vehicles and prolonged disruptions to used-car sales channels, (5) the trust faces potentially rising legal risks in this unprecedented environment, or (6) the tail periods, particularly for the series 2015-1 and 2015-2 notes that have maturities in 2021, are insufficient because sales channels remain closed for a prolonged period and therefore vehicle disposition proceeds are insufficient to repay the notes.

REGULATORY DISCLOSURES

For further specification of Moody's key rating assumptions and sensitivity analysis, see the sections Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating Symbols and Definitions can be found at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.

In rating this transaction, Moody's used a cash flow model to model cash flow stress scenarios to determine the extent to which investors would receive timely payments of interest and principal in the stress scenarios, given the transaction structure and collateral composition.

Moody's quantitative analysis entails an evaluation of scenarios that stress factors contributing to sensitivity of ratings and take into account the likelihood of severe collateral losses or impaired cash flows. Moody's weights the impact on the rated instruments based on its assumptions of the likelihood of the events in such scenarios occurring.

For ratings issued on a program, series, category/class of debt or security this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series, category/class of debt, security 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 credit rating action on the support provider and in relation to each particular credit 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 credit rating action, and whose ratings may change as a result of this credit 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 ratings have been disclosed to the rated entity or its designated agents and issued with no amendment resulting from that disclosure.

These ratings are solicited. Please refer to Moody's Policy for Designating and Assigning Unsolicited Credit Ratings available on its website www.moodys.com.

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

Moody's general principles for assessing environmental, social and governance (ESG) risks in our credit analysis can be found at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1133569

At least one ESG consideration was material to the credit rating actions announced and described above.

The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that issued the credit rating is available on www.moodys.com.

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.

Arti Mattu
Analyst
Structured Finance Group
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

Tracy Rice
VP - Senior Credit Officer
Structured Finance Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

Releasing Office:
Moody's Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653

No Related Data.
© 2020 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/OR ITS CREDIT RATINGS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY'S (COLLECTIVELY, "PUBLICATIONS") MAY INCLUDE SUCH  CURRENT OPINIONS. MOODY'S INVESTORS SERVICE 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 INVESTORS SERVICE CREDIT RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS, NON-CREDIT ASSESSMENTS ("ASSESSMENTS"), AND  OTHER 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. AND/OR ITS AFFILIATES. MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND  PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND  PUBLICATIONS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS, ASSESSMENTS AND OTHER OPINIONS AND PUBLISHES  ITS 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, ASSESSMENTS, OTHER OPINIONS, AND 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, ASSESSMENTS, OTHER OPINIONS OR  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.

MOODY'S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND 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 its 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, ASSESSMENT, 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 credit rating, agreed to pay to Moody's Investors Service, Inc. for credit ratings opinions and services rendered by it fees ranging from $1,000 to approximately $2,700,000. MCO and Moody's investors Service also maintain policies and procedures to address the independence of Moody's Investors Service credit ratings and credit rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold credit ratings from Moody's Investors Service 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 credit rating, agreed to pay to MJKK or MSFJ (as applicable) for credit 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