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Rating Action:

Moody's upgrades JP Morgan Chase's long-term ratings (holdco senior to A2 from A3), outlook stable

25 Oct 2018

New York, October 25, 2018 -- Moody's Investors Service ("Moody's") has upgraded the long-term debt and deposit ratings, counterparty risk ratings and counterparty risk assessments of JP Morgan Chase & Co. (JPM, senior debt to A2 from A3) and certain subsidiaries, as well as the baseline credit assessment (BCA) of its principal bank subsidiary, JPMorgan Chase Bank N.A. (deposits to Aa1 from Aa2, BCA to a2 from a3). Moody's also upgraded the short-term ratings of JPM to Prime-1 from Prime 2, while affirming all other Prime 1 short-term ratings of JPM's rated subsidiaries. All rating outlooks are stable. This concludes a review commenced on August 2, 2018 and a complete list of affected ratings and entities can be found at the end of this press release.

RATINGS RATIONALE

The upgrade of the bank's BCA to a2 places JP Morgan's baseline credit assessment at the top end of global banking peers with extensive capital market operations. The upgrade reflects the breadth and strength of JP Morgan's four franchises -- Consumer and Community Banking, Commercial Banking, Asset and Wealth Management and Corporate and Investment Banking. Management has steadily raised the customer value proposition and profitability of each of these businesses to a position among the industry leaders. Each business has significant scale, producing reliable earnings streams ($44 billion of pre-provision profits in the last twelve months) that can be selectively reinvested into the franchise.

JP Morgan's business mix also produces noteworthy diversification benefits for bondholders, providing a sturdy buffer against the greater volatility of the bank's capital markets activity. JPM's inherent capital market risks are further mitigated by the more stable treasury and securities service businesses housed within the investment bank, as well as the scale and completeness of the firm's primary and secondary capabilities, which allow it to be selective in the capital markets activity it pursues.

JP Morgan's client driven execution has produced consistent growth in customer balances and engagement in each of the bank's four franchises. This has allowed JP Morgan to capture market share in many businesses - such as retail deposits, wealth management, investment banking and secondary trading. Although loan growth has been rapid at times, the bank has demonstrated agility and a willingness to pull back when it feels credit conditions are weakening. The loan growth has also been driven in part by footprint expansion and not primarily by a relaxation in underwriting standards. This nimble approach to growth has bolstered JP Morgan's competitive advantage and Moody's expects it will help sustain the bank's low levels of earnings volatility compared to peers.

"JP Morgan has developed into a formidable banking decathlete, with the financial muscle, endurance and reflexes to react quickly as client needs evolve," said Peter Nerby, Moody's lead analyst.

JP Morgan has also demonstrated effective risk management and governance despite the complexity of its business model. Management's comprehensive and proactive approach to controlling risk, combined with JP Morgan's franchise strength and diversification, should lead to better capacity than most peers to generate capital and maintain bondholder protections during cyclical downturns. Furthermore, the board has established a credible succession plan to ensure management continuity in a wide range of scenarios.

The continuing emergence of digitally focused competitors poses a threat to incumbent financial services firms. However, Moody's expects that JP Morgan's scale, earnings capacity, and diversity of businesses will allow the firm to continue innovating its client offerings, retain its key relationships and maintain its competitive advantage, even as digital disruption of banking accelerates.

STRUCTURAL AND SUPPORT CONSIDERATIONS

Moody's existing assumptions of Loss Given Failure (LGF) uplift and Government support remain unchanged for JPM and its subsidiaries.

After the upgrade, JPMorgan Chase Bank N.A.'s deposit and counterparty risk ratings are Aa1, both four notches above the a2 baseline credit assessment, including 3 notches of LGF benefit reflecting Moody's expectation of an extremely low severity of loss in the event of a default, and one notch reflecting a moderate likelihood of systemic support. Senior debt at the lead bank level is rated Aa2 and lead bank subordinated debt is rated (P)Aa3 as both classes are expected to face very low loss given failure and receive two notches of LGF benefit. Senior debt at the lead bank level also receives a further one notch of benefit reflecting a moderate likelihood of systemic support.

After the upgrade, the senior debt rating of the holding company, JPMorgan Chase & Co, is A2, the same level as the bank's baseline credit assessment reflecting expectation of moderate loss given failure. JPM's holding company debt ratings do not incorporate any lift to reflect the potential for US government support. For subordinated securities issued by the holding company, our LGF analysis indicates a high loss-given-failure, and are rated one notch below the BCA at A3. The ratings on more junior holding company obligations also incorporate additional downward notching from the BCA reflecting the coupon suspension risk ahead of potential failure.

In addition to JP Morgan Chase Bank N.A., Moody's also upgraded the long-term ratings of four other operating subsidiaries, namely Chase Bank USA National Association; J.P. Morgan Securities LLC; J.P. Morgan Securities plc and JP Morgan AG. These entities are closely integrated with the group -- managerially, operationally and financially and are very likely to be supported. As such, each entity carries an adjusted standalone assessment (or adjusted BCA in the case of Chase Bank USA National Association and JP Morgan AG) equal to that of the group. Therefore, the upgrades of the ratings of these entities were driven by the upgrade of the group's BCA to a2.

Moody's believes creditors of Chase Bank USA National Association, an FDIC-insured US bank affiliate of JPMorgan Chase Bank NA, would benefit from the FDIC cross-indemnification provisions and as such would be resolved together with JP Morgan Chase Bank NA. The ratings of Chase Bank USA National Association's obligations are thus rated at the same level as those of JP Morgan Chase Bank NA.

Moody's believes that in resolution creditors at each of J.P. Morgan Securities LLC, J.P. Morgan Securities plc and JP Morgan AG would benefit from the loss-absorption provided by the bail-in of creditors at JPM's holding company consistent with the firm's resolution plan and the US banking regulators adoption of single-point of entry receivership as their preferred bank resolution framework. However, Moody's does not expect creditors at those subsidiaries would benefit from any loss absorption provided by junior instruments at JPM's US bank subsidiaries. This translates into two notches of LGF uplift for the Aa3 Issuer ratings of each of the three subsidiaries. The Aa1 deposit rating and counterparty risk rating of JP Morgan AG as well as the Aa1(cr) counterparty risk assessments of all three subsidiaries incorporate 3 notches of LGF uplift plus one notch of uplift reflecting a moderate likelihood of government support due to the systemic importance of these subsidiaries as material legal entities and major trading counterparties and clearing vehicles.

WHAT COULD MOVE THE RATINGS UP/DOWN

The large size and complexity of JP Morgan's capital markets businesses can pose substantial creditor risks, and further upgrades would likely require a reduction of the relative size of this business or its risk profile.

JP Morgan could be downgraded if the bank experiences a significant deterioration in its capital or liquidity levels, demonstrates a marked increase in its risk appetite, or experiences a major litigation or other sizeable operational risk charge or control failure.

Under Moody's advanced Loss-Given-Failure (LGF) framework, upward or downward rating pressure could develop for various debt tranches at the operating subsidiaries or the holding company if there is a sustained change in the thickness of tranches or the subordination underneath tranches, relative to tangible banking assets and losses estimated in the framework.

For Chase Bank USA NA, J.P. Morgan Securities LLC, J.P. Morgan Securities plc, and JP Morgan AG; Factors that could lead to a change in ratings of these legal entities include ; 1) a change in the group's BCA of a2, 2) a change in the willingness and capacity of the group to provide support; 3) a change in the intrinsic financial strength of the legal entity.

The principal methodology used in rating JPMorgan Chase & Co., JPMorgan Chase Bank, N.A., Chase Bank USA, National Association, JPMorgan Chase Bank, N.A., London Branch, JPMorgan Chase Bank, N.A., New York Branch, JPMorgan Chase Bank, N.A., Paris Branch, JPMorgan Chase Bank, N.A., Singapore Br, JPMorgan Chase Bank, N.A., Toronto, J.P. Morgan AG, JP Morgan International Derivatives Ltd, JP MORGAN STRUCTURED PRODUCTS BV, JPMorgan Chase Financial Company LLC, BANK ONE Capital III, BANK ONE CORPORATION, Bank One, Michigan, Bear Stearns Companies LLC. (The), J.P. Morgan & Co. Incorporated, and Morgan Guaranty Trust Company of New York was Banks published in August 2018. The principal methodologies used in rating J.P. Morgan Securities, LLC and J.P. Morgan Securities plc were Banks published in August 2018, and Securities Industry Market Makers published in June 2018. Please see the Rating Methodologies page on www.moodys.com for a copy of these methodologies.

Upgrades:

..Issuer: JPMorgan Chase & Co.

.... Issuer Rating, Upgraded to A2 from A3, stable from rating under review

.... Junior Subordinated Regular Bond/Debentures, Upgraded to Baa1 (hyb) from Baa2 (hyb)

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

.... Subordinate Medium-Term Note Program, Upgraded to (P)A3 from (P)Baa1

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

.... Pref. Shelf Non-cumulative, Upgraded to (P)Baa2 from (P)Baa3

.... Subordinate Shelf, Upgraded to (P)A3 from (P)Baa1

.... Pref. Stock Non-cumulative, Upgraded to Baa2 (hyb) from Baa3 (hyb)

.... Subordinate Regular Bond/Debentures, Upgraded to A3 from Baa1

.... Senior Unsecured Regular Bond/Debentures, Upgraded to A2 from A3, stable from rating under review

.... Commercial Paper, Upgraded to P-1 from P-2

.... Other Short-Term, Upgraded to (P)P-1 from (P)P-2

..Issuer: JPMorgan Chase Bank, N.A.

.... Adjusted Baseline Credit Assessment, Upgraded to a2 from a3

.... Baseline Credit Assessment, Upgraded to a2 from a3

.... LT Counterparty Risk Assessment, Upgraded to Aa1(cr) from Aa2(cr)

.... LT Counterparty Risk Rating, Upgraded to Aa1 from Aa2

.... LT Bank Deposit Rating, Upgraded to Aa1 from Aa2, stable from rating under review

.... Issuer Rating, Upgraded to Aa2 from Aa3, stable from rating under review

.... Subordinate Bank Note Program, Upgraded to (P)Aa3 from (P)A1

.... Senior Unsecured Bank Note Program, Upgraded to (P)Aa2 from (P)Aa3

.... Subordinate Medium-Term Note Program, Upgraded to (P)Aa3 from (P)A1

.... Senior Unsecured Medium-Term Note Program, Upgraded to (P)Aa2 from (P)Aa3

.... Senior Unsecured Regular Bond/Debentures, Upgraded to Aa2 from Aa3, stable from rating under review

..Issuer: Chase Bank USA, National Association

.... Adjusted Baseline Credit Assessment, Upgraded to a2 from a3

.... LT Counterparty Risk Assessment, Upgraded to Aa1(cr) from Aa2(cr)

.... LT Counterparty Risk Rating, Upgraded to Aa1 from Aa2

.... Issuer Rating, Upgraded to Aa2 from Aa3, stable from rating under review

.... Subordinate Bank Note Program, Upgraded to (P)Aa3 from (P)A1

.... Senior Unsecured Bank Note Program, Upgraded to (P)Aa2 from (P)Aa3

.... LT Bank Deposit Rating, Upgraded to Aa1 from Aa2, stable from rating under review

.... Senior Unsecured Regular Bond/Debentures, Upgraded to Aa2 from Aa3, stable from rating under review

..Issuer: BANK ONE Capital III

.... Backed Pref. Stock Preferred Stock, Upgraded to Baa1 (hyb) from Baa2 (hyb)

..Issuer: BANK ONE CORPORATION

.... Subordinate Regular Bond/Debentures, Upgraded to A3 from Baa1

..Issuer: Bank One, Michigan

.... Subordinate Regular Bond/Debenture, Upgraded to Aa3 from A1

..Issuer: Bear Stearns Companies LLC. (The)

.... Senior Unsecured Regular Bond/Debentures, Upgraded to A2 from A3, stable from rating under review

..Issuer: J.P. Morgan & Co. Incorporated

.... Subordinate Regular Bond/Debentures, Upgraded to A3 from Baa1

.... Senior Unsecured Regular Bond/Debentures, Upgraded to A2 from A3, stable from rating under review

..Issuer: J.P. Morgan AG

.... Adjusted Baseline Credit Assessment, Upgraded to a2 from a3

.... Baseline Credit Assessment, Upgraded to a2 from a3

.... LT Counterparty Risk Assessment, Upgraded to Aa1(cr) from Aa2(cr)

.... LT Counterparty Risk Rating, Upgraded to Aa1 from Aa2

.... LT Issuer Rating, Upgraded to Aa3 from A1, stable from rating under review

.... LT Bank Deposit Rating, Upgraded to Aa1 from Aa2, stable from rating under review

..Issuer: J.P. Morgan Securities plc

.... LT Counterparty Risk Assessment, Upgraded to Aa1(cr) from Aa2(cr)

.... LT Issuer Rating, Upgraded to Aa3 from A1, stable from rating under review

..Issuer: J.P. Morgan Securities, LLC

.... LT Counterparty Risk Assessment, Upgraded to Aa1(cr) from Aa2(cr)

.... LT Issuer Rating, Upgraded to Aa3 from A1, stable from rating under review

..Issuer: JP Morgan International Derivatives Ltd

.... Backed Senior Unsecured Regular Bond/Debentures, Upgraded to Aa2 from Aa3, stable from rating under review

..Issuer: JP MORGAN STRUCTURED PRODUCTS BV

... Backed Senior Unsecured Medium-Term Note Program, Upgraded to (P)Aa2 from (P)Aa3

..Issuer: JPMorgan Chase Bank, N.A., London Branch

.... LT Counterparty Risk Assessment, Upgraded to Aa1(cr) from Aa2(cr)

.... LT Counterparty Risk Rating, Upgraded to Aa1 from Aa2

.... Senior Unsecured Medium-Term Note Program, Upgraded to (P)Aa2 from (P)Aa3

..Issuer: JPMorgan Chase Bank, N.A., New York Branch

.... LT Counterparty Risk Assessment, Upgraded to Aa1(cr) from Aa2(cr)

.... LT Counterparty Risk Rating, Upgraded to Aa1 from Aa2

.... Subordinate Medium-Term Note Program, Upgraded to (P)Aa3 from (P)A1

.... Senior Unsecured Medium-Term Note Program, Upgraded to (P)Aa2 from (P)Aa3

..Issuer: JPMorgan Chase Bank, N.A., Paris Branch

.... LT Counterparty Risk Assessment, Upgraded to Aa1(cr) from Aa2(cr)

.... LT Counterparty Risk Rating, Upgraded to Aa1 from Aa2

.... LT Bank Deposit Rating, Upgraded to Aa1 from Aa2, stable from rating under review

..Issuer: JPMorgan Chase Bank, N.A., Singapore Br

.... LT Counterparty Risk Assessment, Upgraded to Aa1(cr) from Aa2(cr)

.... LT Counterparty Risk Rating, Upgraded to Aa1 from Aa2

.... LT Bank Deposit Rating, Upgraded to Aa1 from Aa2, stable from rating under review

.... Senior Unsecured Medium-Term Note Program, Upgraded to (P)Aa2 from (P)Aa3

..Issuer: JPMorgan Chase Bank, N.A., Toronto

.... LT Counterparty Risk Assessment, Upgraded to Aa1(cr) from Aa2(cr)

.... LT Counterparty Risk Rating, Upgraded to Aa1 from Aa2

.... LT Bank Deposit Rating, Upgraded to Aa1 from Aa2, stable from rating under review

..Issuer: JPMorgan Chase Financial Company LLC

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

.... Backed Senior Unsecured Regular Bond/Debentures, Upgraded to A2 from A3, stable from rating under review

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

..Issuer: Morgan Guaranty Trust Company of New York

.... Backed Senior Unsecured Regular Bond/Debenture, Upgraded to Aa2 from Aa3, stable from rating under review

Confirmations:

..Issuer: Chase Bank USA, National Association

.... Baseline Credit Assessment, Confirmed at baa3

Affirmations:

..Issuer: Chase Bank USA, National Association

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

.... ST Counterparty Risk Rating, Affirmed P-1

.... ST Bank Note Program, Affirmed (P)P-1

.... ST Bank Note Program, Affirmed P-1

.... ST Bank Deposit Rating, Affirmed P-1

..Issuer: J.P. Morgan AG

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

.... ST Counterparty Risk Rating, Affirmed P-1

.... ST Issuer Rating, Affirmed P-1

.... ST Bank Deposit Rating, Affirmed P-1

..Issuer: J.P. Morgan Securities plc

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

.... ST Issuer Rating, Affirmed P-1

..Issuer: J.P. Morgan Securities, LLC

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

.... ST Issuer Rating, Affirmed P-1

.... Commercial Paper, Affirmed P-1

..Issuer: JP MORGAN STRUCTURED PRODUCTS BV

.... Backed Other Short Term, Affirmed (P)P-1

..Issuer: JPMorgan Chase Bank, N.A.

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

.... ST Counterparty Risk Rating, Affirmed P-1

.... ST Bank Deposit Rating, Affirmed P-1

.... ST Bank Note Program, Affirmed P-1

.... Other Short Term, Affirmed (P)P-1

..Issuer: JPMorgan Chase Bank, N.A., London Branch

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

.... ST Counterparty Risk Rating, Affirmed P-1

.... Other Short Term, Affirmed (P)P-1

..Issuer: JPMorgan Chase Bank, N.A., New York Branch

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

.... ST Counterparty Risk Rating, Affirmed P-1

..Issuer: JPMorgan Chase Bank, N.A., Paris Branch

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

.... ST Counterparty Risk Rating, Affirmed P-1

.... ST Bank Deposit Rating, Affirmed P-1

..Issuer: JPMorgan Chase Bank, N.A., Singapore Br

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

.... ST Counterparty Risk Rating, Affirmed P-1

.... ST Bank Deposit Rating, Affirmed P-1

.... Other Short Term, Affirmed (P)P-1

..Issuer: JPMorgan Chase Bank, N.A., Toronto

.... Backed Commercial Paper, Affirmed P-1

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

.... ST Counterparty Risk Rating, Affirmed P-1

.... ST Bank Deposit Rating, Affirmed P-1

Outlook Actions:

..Issuer: Bear Stearns Companies LLC. (The)

....Outlook, Changed To Stable From Rating Under Review

..Issuer: Chase Bank USA, National Association

....Outlook, Changed To Stable From Rating Under Review

..Issuer: J.P. Morgan & Co. Incorporated

....Outlook, Changed To Stable From Rating Under Review

..Issuer: J.P. Morgan AG

....Outlook, Changed To Stable From Rating Under Review

..Issuer: J.P. Morgan Securities plc

....Outlook, Changed To Stable From Rating Under Review

..Issuer: J.P. Morgan Securities, LLC

....Outlook, Changed To Stable From Rating Under Review

..Issuer: JP Morgan International Derivatives Ltd

....Outlook, Changed To Stable From Rating Under Review

..Issuer: JP MORGAN STRUCTURED PRODUCTS BV

....Outlook, Changed To Stable From Rating Under Review

..Issuer: JPMorgan Chase & Co.

....Outlook, Changed To Stable From Rating Under Review

..Issuer: JPMorgan Chase Bank, N.A.

....Outlook, Changed To Stable From Rating Under Review

..Issuer: JPMorgan Chase Bank, N.A., London Branch

....Outlook, Changed To Stable From Rating Under Review

..Issuer: JPMorgan Chase Bank, N.A., New York Branch

....Outlook, Changed To Stable From Rating Under Review

..Issuer: JPMorgan Chase Bank, N.A., Paris Branch

....Outlook, Changed To Stable From Rating Under Review

..Issuer: JPMorgan Chase Bank, N.A., Singapore Br

....Outlook, Changed To Stable From Rating Under Review

..Issuer: JPMorgan Chase Bank, N.A., Toronto

....Outlook, Changed To Stable From Rating Under Review

..Issuer: JPMorgan Chase Financial Company LLC

....Outlook, Changed To Stable From Rating Under Review

..Issuer: Morgan Guaranty Trust Company of New York

....Outlook, Changed To Stable From Rating Under Review

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 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.

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.

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

Ana Arsov
MD - Financial Institutions
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.
© 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.

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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.

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