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”, 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 information that becomes accessible to you (the “Information”). References herein to “Moody’s” include Moody’s Corporation. and each of its subsidiaries and affiliates..

 

Terms of One-Time Website Use

 

1.             Unless you have entered into an express written contract with www.moodys.com to the contrary and/or agreed to the Terms of Use at www.moodys.com or ratings.moodys.com, 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.             CREDIT RATINGS AND MOODY’S MATERIALS FOUND ON WWW.MOODYS.COM OR SITES OTHER THAN RATINGS.MOODYS.COM MAY NOT BE DISPLAYED IN REAL TIME. FOR REAL-TIME DISPLAYS OF CREDIT RATINGS AND OTHER INFORMATION REQUIRED TO BE DISCLOSED BY MIS PURSUANT TO APPLICABLE LAW OR REGULATION, PLEASE USE RATINGS.MOODYS.COM.           

 

3.             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.

 

4.             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.     

 

5.             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.​​​

 

6.             You agree that any disputes relating to this agreement or your use of the Information, whether 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 upgrades Citigroup Global Markets Holdings to A2 from A3 and affirms ratings of various other Citigroup subsidiaries

04 Aug 2022

New York, August 04, 2022 -- Moody's Investors Service ("Moody's") today upgraded the senior debt ratings of Citigroup Global Markets Holdings Inc. (CGMHI) to A2 from A3. Moody's also affirmed the ratings of four of Citigroup Inc.'s (Citigroup, A3 stable) operating subsidiaries: Citibank Europe plc (CEPLC), Citigroup Global Markets Limited (CGML), Citigroup Global Markets Europe AG (CGME AG) and Citigroup Global Markets Inc. (CGMI). The rating outlooks for all five subsidiaries remain stable.

RATINGS RATIONALE

RATIONALE FOR UPGRADE OF CGMHI

CGMHI is a US-based holding company, directly owned by Citigroup, that owns Citigroup's two largest broker-dealers, CGMI and CGML. All debt instruments issued by CGMHI benefit from Citigroup's full and unconditional guarantee. The upgrade to A2 was driven by CGMHI's status change to become a Material Legal Entity (MLE) and a beneficiary of the secured support agreement within Citigroup's Resolution Plan, which in Moody's view now credibly results in incremental protection and a lower severity of loss for CGMHI senior creditors relative to Citigroup's senior creditors in the event of Citigroup's failure. Accordingly, CGMHI's ratings have been re-positioned to a notch above Citigroup's A3 senior unsecured rating.

Moody's said that Citigroup's resolution strategy balances pre-positioned loss-absorbing capacity at individual MLEs with a significant pool of capital and liquidity resources held at Citicorp LLC, the group's intermediate holding company (IHC). Citigroup and the IHC are party to a secured support agreement that requires Citigroup to provide resources to the IHC and also requires the IHC in the event of a resolution of Citigroup to provide additional capital and liquidity support to Citigroup's designated MLEs, including CGMHI, if needed to continue operations. These IHC resources are funded in advance by Citigroup to reduce the prospect of legal challenges by Citigroup's creditors, whose interests would likely be bailed-in at the time of resolution. In the event of a resolution these IHC resources would be deployed to those MLEs in need, in accordance with the terms of the secured support agreement.

Moody's expects that Citigroup would be resolved under Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Orderly Liquidation Authority), and that under Title II the FDIC is likely to pursue a single-point of entry resolution strategy similar to that described in Citigroup's resolution plan. Further, Moody's believes that Citigroup's secured support agreement would likely be utilized to support Citigroup's MLEs in a similar manner to that contemplated in Citigroup's resolution plan. Given the presence of the secured support agreement, the closely knit financial and operational links that exist between the MLEs and the broader group, together with Citigroup's transparent resolution plan, Moody's considers that the interests of Citigroup's home and host resolution authorities are sufficiently aligned. Therefore, under the application of Moody's Advanced Loss Given Failure (LGF) framework, Moody's expects that creditors of CGMHI and Citigroup's other MLEs would benefit from the bail-in of pre-positioned resources, with additional financial resources available from the IHC if needed beyond the internal loss absorbing capital positioned at these individual MLEs.

These support considerations result in two notches of uplift from the baa1 baseline credit assessment of Citibank, N.A. (Aa3 stable), Citigroup's lead banking subsidiary, under Moody's advanced LGF framework, resulting in an A2 senior unsecured rating for CGMHI.

RATIONALE FOR OPERATING SUBSIDIARY AFFIRMATIONS

In Moody's view, each of CEPLC, CGML, CGME AG, and CGMI are core to the execution of Citigroup's global wholesale and institutional banking strategies, have substantial transactions with affiliates (which are less confidence-sensitive than wholesale transactions with third parties) and share support services. Three of these entities are designated as MLEs in Citigroup's resolution plan and the fourth (CGME AG) is closely integrated with CGML. The key considerations underpinning the rating affirmations for these four entities are summarized below.

Moody's affirmed all ratings of CEPLC and its baseline credit assessment (BCA) of baa1 but converted the analytic approach to a standalone assessment from a highly integrated view. Previously, Moody's held the view that CEPLC's standalone financial statements had little economic significance and the BCA had thus been aligned with that of Citibank, N.A.. However, given the increase in scale and activities of CEPLC following Brexit, Moody's now considers it more meaningful to analyze CEPLC on a bottoms-up standalone basis. CEPLC's baa1 BCA considers its current strong levels of capitalization, with a CET1 ratio of 20.55%, more than six percentage points above the requirement of 13.75%, healthy asset quality and a strong liquidity profile with a liquidity coverage ratio of 144% on 30 June 2022.

Moody's affirmed all ratings of CGMI and CGML and left unchanged their respective ba2 and baa3 standalone assessments, driven by an expectation of the normalization of their profitability over the capital markets cycle.

The ratings of CGME AG were also affirmed and the entity continues to be viewed as highly integrated within CGML and Citigroup.

With respect to affiliate support for CEPLC, CGMI, CGML and CGME AG, each of these entities are important to Citigroup's institutional strategy and have tight operational and financial links. Therefore, Moody's considers the likelihood of affiliate support to be very high, which results in a baa1 adjusted baseline credit assessment for CEPLC and baa1 adjusted standalone assessments for each of the other three affiliates, equal to Citibank, N.A.'s baa1 BCA.

Under Moody's LGF framework, the European waterfall for CEPLC results in three notches of uplift for its counterparty and deposit ratings, reflecting the internal loss-absorbing capital within the entity and its substantial wholesale deposit base.

Given their very limited reliance on external unsecured funding, CGMI, CGML and CGME AG are each incorporated within the Citigroup family LGF waterfall, and each receives three notches of LGF-uplift to their counterparty risk assessments and issuer ratings.

The counterparty risk ratings and/or counterparty risk assessments at all four operating entities, as well as CEPLC's deposit ratings, continue to reflect a moderate likelihood of extraordinary US government support. Moody's believes that these subsidiaries' high interconnectedness with the global group and their role as counterparties to other global systemically important banks make it moderately likely that in resolution, the US government could take action to support the operational liabilities of all four subsidiaries as well as the deposits of CEPLC in order to limit systemic risk and contagion and facilitate an orderly unwind of such obligations. This results in a one-notch benefit to these rating classes.

RATIONALE FOR STABLE OUTLOOKS

The stable outlooks on the five subsidiaries are consistent with Citigroup's stable outlook. Citigroup's stable outlook reflects Moody's expectation that Citigroup's transformation will take several years to complete, but that Citigroup will maintain a solid capital position and strong liquidity profile throughout. Furthermore, as the transformation progresses, Citigroup is emerging as a safer and sounder institution with a lower asset risk profile.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS

An upgrade of Citibank, N.A.'s baa1 BCA could lead to an upgrade of CGMHI's ratings. CGMHI's ratings could also be upgraded if there is a significant increase in the amount of parent holding company debt outstanding at Citigroup that would further decrease the likely severity of loss on CGMHI's senior unsecured debt in the event of Citigroup's failure.

For the operating subsidiaries CGMI, CGML, CGME AG and CEPLC, given their close operational, financial and strategic ties to the group, an upgrade of Citibank, N.A.'s baa1 BCA could lead to an upgrade of these subsidiaries.

The standalone assessments of CGMI and CGML and the BCA of CEPLC may move upward if there is a sustained increase in their respective solvency factors, including capitalization, asset quality, leverage or earnings strength and stability.

FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS

A downgrade of Citibank, N.A.'s baa1 BCA would likely lead to a downgrade of CGMHI's ratings. CGMHI's ratings could also be downgraded if there is a significant decrease in the amount of Citigroup parent holding company debt outstanding that would increase the likely severity of loss on CGMHI's unsecured debt in the event of Citigroup's failure.

For the operating subsidiaries CGMI, CGML, CGME AG and CEPLC, given their close operational, financial and strategic ties to the group, a downgrade of Citibank, N.A.'s baa1 BCA would likely lead to a downgrade of these subsidiaries.

The standalone assessments of CGMI and CGML and the BCA of CEPLC may move downward if there is a sustained decrease in their respective solvency factors, including capitalization, asset quality, leverage or earnings strength and stability, or a breakdown in risk management.

 

Upgrades:

..Issuer: Citigroup Global Markets Holdings Inc.

.... Backed LT Issuer Rating, Upgraded to A2 from A3, Stable

.... Backed Senior Unsecured Medium-Term Note Program (Local Currency), Upgraded to (P)A2 from (P)A3

.... Backed Senior Unsecured Regular Bond/Debenture (Local Currency), Upgraded to A2 from A3, Stable

.... Backed Senior Unsecured Regular Bond/Debenture (Foreign Currency), Upgraded to A2 from A3, Stable

.... Backed Senior Unsecured Shelf (Local Currency), Upgraded to (P)A2 from (P)A3

Affirmations:

..Issuer: Citibank Europe plc

.... Adjusted Baseline Credit Assessment, Affirmed baa1

.... Baseline Credit Assessment, Affirmed baa1

.... LT Counterparty Risk Assessment, Affirmed Aa3(cr)

.... ST Counterparty Risk Assessment, Affirmed P-1(cr)

.... ST Counterparty Risk Rating (Foreign Currency), Affirmed P-1

.... LT Counterparty Risk Rating (Foreign Currency), Affirmed Aa3

.... ST Counterparty Risk Rating (Local Currency), Affirmed P-1

.... LT Counterparty Risk Rating (Local Currency), Affirmed Aa3

.... ST Bank Deposits (Local Currency), Affirmed P-1

.... ST Bank Deposits (Foreign Currency), Affirmed P-1

.... LT Bank Deposits (Local Currency), Affirmed Aa3, Stable

.... LT Bank Deposits (Foreign Currency), Affirmed Aa3, Stable

..Issuer: Citigroup Global Markets Europe AG

.... LT Counterparty Risk Assessment, Affirmed Aa3(cr)

.... ST Counterparty Risk Assessment, Affirmed P-1(cr)

.... LT Issuer Rating (Local Currency), Affirmed A1

.... LT Issuer Rating (Foreign Currency), Affirmed A1

.... ST Issuer Rating (Local Currency), Affirmed P-1

.... ST Issuer Rating (Foreign Currency), Affirmed P-1

..Issuer: Citigroup Global Markets Inc.

.... LT Counterparty Risk Assessment, Affirmed Aa3(cr)

.... ST Counterparty Risk Assessment, Affirmed P-1(cr)

.... LT Issuer Rating (Local Currency), Affirmed A1

.... LT Issuer Rating (Foreign Currency), Affirmed A1

.... ST Issuer Rating (Local Currency), Affirmed P-1

.... ST Issuer Rating (Foreign Currency), Affirmed P-1

....Backed Senior Secured Medium-Term Note Program (Local Currency), Affirmed (P)A1

....Senior Unsecured Commercial Paper (Local Currency), Affirmed P-1

..Issuer: Citigroup Global Markets Limited

.... LT Counterparty Risk Assessment, Affirmed Aa3(cr)

.... ST Counterparty Risk Assessment, Affirmed P-1(cr)

.... LT Issuer Rating (Local Currency), Affirmed A1

.... LT Issuer Rating (Foreign Currency), Affirmed A1

.... ST Issuer Rating (Local Currency), Affirmed P-1

.... ST Issuer Rating (Foreign Currency), Affirmed P-1

Outlook Actions:

..Issuer: Citigroup Global Markets Holdings Inc.

....Outlook, Remains Stable

..Issuer: Citibank Europe plc

....Outlook, Remains Stable

..Issuer: Citigroup Global Markets Europe AG

....Outlook, Remains Stable

..Issuer: Citigroup Global Markets Inc.

....Outlook, Remains Stable

..Issuer: Citigroup Global Markets Limited

....Outlook, Remains Stable

The principal methodology used in rating Citibank Europe plc and Citigroup Global Markets Holdings Inc. was Banks Methodology published in July 2021 and available at https://ratings.moodys.com/api/rmc-documents/71997. The principal methodologies used in rating Citigroup Global Markets Limited, Citigroup Global Markets Inc., and Citigroup Global Markets Europe AG were Banks Methodology published in July 2021 and available at https://ratings.moodys.com/api/rmc-documents/71997, and Securities Industry Market Makers Methodology published in November 2019 and available at https://ratings.moodys.com/api/rmc-documents/65549. Alternatively, please see the Rating Methodologies page on https://ratings.moodys.com for a copy of these methodologies.

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 on https://ratings.moodys.com/rating-definitions.

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 issuer/deal page for the respective issuer on https://ratings.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 agent(s) 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 https://ratings.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://ratings.moodys.com/documents/PBC_1288235.

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 https://ratings.moodys.com.

The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's affiliates outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody's office that issued the credit rating is available on https://ratings.moodys.com.

Please see https://ratings.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 issuer/deal page on https://ratings.moodys.com for additional regulatory disclosures for each credit rating.

Peter E. Nerby
Senior Vice President
Financial Institutions 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

Donald Robertson
Associate Managing Director
Financial Institutions 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.
© 2022 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 CREDIT RATINGS AFFILIATES ARE THEIR 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 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 APPLICABLE MOODY’S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED BY MOODY’S 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 $5,000,000. 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 JPY100,000 to approximately JPY550,000,000.

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

Moodys.com