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Rating Action:

Moody's upgrades Morgan Stanley (A2 senior), outlook stable

02 Oct 2020

New York, October 02, 2020 -- Moody's Investors Service (Moody's) has upgraded Morgan Stanley's (MS) long- and short-term ratings to A2 (senior unsecured)/Prime-1 from A3 (senior unsecured)/Prime-2. Moody's has also upgraded by one notch the long-term ratings and assessments of MS's principal US bank subsidiary, Morgan Stanley Bank, N.A. (MSBNA), including its deposit rating to Aa3 from A1, baseline credit assessment (BCA) to baa1 from baa2, and adjusted BCA to a3 from baa1, as well as the long-term ratings and assessments of MS's other rated subsidiaries: Morgan Stanley Private Bank, N.A. (MSPBNA, Aa3 deposits), Morgan Stanley Bank AG (MSBAG, Aa3 deposits), Morgan Stanley Bank International Limited (MSBIL, Aa3 deposits), Morgan Stanley Europe SE (MSESE, Aa3 issuer), Morgan Stanley Capital Group Inc. (MSCGI, Aa3 issuer), Morgan Stanley Capital Services LLC (MSCS, Aa3 issuer), Morgan Stanley & Co. International plc (MSIP, Aa3 issuer), and Morgan Stanley Finance LLC (MSFL, A2 issuer). Moody's also affirmed the Prime-1 short-term ratings and Prime-1(cr) short-term assessments assigned to MS's rated subsidiaries. Moody's said the outlooks are stable.

The rating actions followed MS's announcement[1] that it has completed the acquisition of E*TRADE Financial Corp. (E*TRADE, A3 stable), and concludes the review for upgrade which began on 21 February 2020, upon MS's announcement that it intended to acquire E*TRADE.

A complete list of affected ratings and entities can be found at the end of this press release.

RATINGS RATIONALE

"The acquisition of E*TRADE is another deliberative step in MS's clear and consistent strategy to shift its business mix towards generating recurring, profitable revenue-streams in wealth and investment management. These revenue-streams are generally more stable and of lower risk than the activities and exposures in MS's institutional securities' business segment," said Donald Robertson, Moody's Senior Vice President. Following the integration of E*TRADE into MS's wealth management business, MS's wealth and investment management segments will comprise approximately 57% of MS's total pretax income on a simple proforma basis (excluding potential acquisition-related synergies) compared with 51% in 2019. Future bolt-on acquisitions are more likely to occur in these segments rather than institutional securities, and this would further tilt MS's business mix toward lower-risk and more stable recurring earnings streams, said Moody's.

Despite the acquisition's inherent execution risks, Moody's expects MS to carefully manage the integration of the two companies and their cultures. Moody's said there are significant business development opportunities available to MS in connecting the two firms' complementary products and services in MS's wealth management, E*TRADE's self-directed retail investing and both firms' workplace stock plan management businesses. MS has identified specific cost and funding synergies that are achievable incrementally over several years, and MS's funding profile has improved by adding E*TRADE's clients' deposits, said Moody's.

Moody's said MS's business mix has been more resilient than most global investment bank peers to the coronavirus pandemic's adverse economic implications. "Despite having materially increased its allowance for credit losses in the first half of 2020, MS is benefiting from not having exposures to unsecured consumer credit, a major factor driving downward pressure on most peers' profitability and asset quality," said Robertson. Although MS's short-term profitability will remain pressured by the current environment, and there are inherent pockets of risk in MS's institutional securities' lending, Moody's said MS does not appear to have extensive concentrations in higher-risk activities or sectors that would be more likely to significantly impair its results in the event of a prolonged downturn, evidencing an effective risk management and controls' framework. In concluding that MS's creditworthiness has improved, Moody's also cited MS's strong regulatory capital base, its leading investment banking and equity capital markets' franchises, and its maintenance of a controlled risk appetite in its fixed income sales and trading business following the restructuring of this division several years ago.

Moody's said MS continues to derive substantial strategic and operational benefits from its long-standing relationship with Mitsubishi UFJ Financial Group, Inc. (MUFG, A1 senior with stable outlook, a3 BCA at MUFG Bank, Ltd.), its largest shareholder, with about a 24% common ownership interest. MS's A2 senior unsecured debt and issuer ratings are derived from its lead bank's (MSBNA) baa1 BCA and a notch of affiliate support from MUFG, resulting in an a3 Adjusted BCA.

Moody's Advanced Loss Given Failure (LGF) analysis results in a further notch of uplift to arrive at the holding company's A2 senior unsecured debt rating, reflecting the reduced severity of loss Moody's expects senior debt holders would benefit from in the event of MS's failure owing to the substantial amount of holding company senior debt outstanding as well as the amount of debt subordinated to it. MS' bank and market-making subsidiaries' Aa3 deposit and issuer ratings benefit from three notches of uplift in Moody's Advanced LGF analysis, because these obligations are likely to face extremely low loss-given-failure due to the loss absorption provided by holding company obligations. There is a further notch of US government uplift in relevant subsidiaries' Aa2 counterparty risk ratings and Aa2(cr) counterparty risk assessments, reflecting Moody's view that MS's systemic importance primarily derives from its high degree of interconnectedness with other global systemically important banks and its role as a significant derivatives counterparty.

MS's Baa1 subordinated holding company debt and Baa3 (hyb) non-cumulative preferred stock ratings reflect the juniority of these obligations, with a high loss-given-failure, given the small volume of securities outstanding and the limited protection from more subordinated instruments and residual equity. Moody's has assigned Baa3 (hyb) ratings to MS's Series M and Series N fixed-to-floating rate non-cumulative preferred stock, that MS issued to E*TRADE's preferred stockholders in exchange for E*TRADE's preferred stock (which was cancelled), pursuant to the acquisition agreement.

MS and its rated subsidiaries' stable outlooks reflect Moody's expectation that MS will retain a strong liquidity profile, maintain its improved funding profile, may suffer a temporary dip in profitability during the coronavirus crisis, and will over time return increasing amounts of capital and moderately reduce its regulatory capital ratios once the current temporary regulatory restrictions on capital payouts for the largest US banks are lifted.

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

MS's and its rated subsidiaries' long-term ratings could be upgraded should there be an improvement in MS's BCA and an upgrade of support-provider MUFG. MS's BCA could be improved should it drive and sustain a fundamental shift in business mix towards lower-risk, recurring revenue streams with a continued trend of improved and more stable profitability, accompanied by the maintenance of robust capital and liquidity.

An improvement in MS's BCA without an improvement in the creditworthiness of MUFG is less likely to result in MS's ratings being upgraded. Were MS's BCA to be upgraded by one notch, its BCA would be at the same level as MUFG's lead bank's BCA, at which point it would be unlikely that MS's ratings would continue to benefit from a notch of affiliate support under Moody's joint default analysis, and accordingly MS's Adjusted BCA would remain unchanged.

The ratings could be downgraded with evidence of a prolonged weakening of results, a significant deterioration in loan credit quality or loan underwriting standards, an increase in portfolio concentrations, a deterioration in the firm's liquidity profile, a general increase in risk appetite, or if there is evidence of a significant controls, risk management or governance failure that is not promptly identified and fully remediated. Also, MS's ratings would likely be downgraded should support-provider MUFG be downgraded, or should there be a weakening in MS's and MUFG's operational and strategic relationship.

LIST OF AFFECTED RATINGS

Issuer: Morgan Stanley

Upgrades:

....LT Issuer Rating, Upgraded to A2 from A3, Stable from Rating Under Review

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

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

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

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

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

....Subordinate Regular Bond/Debenture, Upgraded to Baa1 from Baa2

....Subordinate Shelf, Upgraded to (P)Baa1 from (P)Baa2

....Subordinate Medium-Term Note Program (Foreign Currency), Upgraded (P)Baa1 from (P)Baa2

....Pref. Stock Non-Cumulative, Upgraded to Baa3(hyb) from Ba1(hyb)

....Pref. Shelf Non-Cumulative, Upgraded to (P)Baa3 from (P)Ba1

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

....Backed Commercial Paper (Foreign Currency), Upgraded to P-1 from P-2

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

Assignments:

....Pref. Stock Non-Cumulative Series M, Assigned Baa3(hyb)

....Pref. Stock Non-Cumulative Series N, Assigned Baa3(hyb)

..Outlook Actions:

....Outlook, Changed to Stable from Rating Under Review

Issuer: Morgan Stanley Bank, N.A.

Upgrades:

....Adjusted Baseline Credit Assessment, Upgraded to a3 from baa1

....Baseline Credit Assessment, Upgraded to baa1 from baa2

....LT Issuer Rating, Upgraded to Aa3 from A1, Stable from Rating Under Review

....LT Counterparty Risk Assessment, Upgraded to Aa2(cr) from Aa3(cr)

....LT Counterparty Risk Rating (Local Currency), Upgraded to Aa2 from Aa3

....LT Counterparty Risk Rating (Foreign Currency), Upgraded to Aa2 from Aa3

....LT Deposit Note/CD Program, Upgraded to Aa3 from A1, Stable from Rating Under Review

....LT Bank Deposits, Upgraded to Aa3 from A1, Stable from Rating Under Review

Affirmations:

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

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

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

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

....ST Bank Deposits, Affirmed P-1

..Outlook Actions:

....Outlook, Changed to Stable from Rating Under Review

Issuer: Morgan Stanley & Co. International plc

Upgrades:

....LT Issuer Rating (Foreign Currency), Upgraded to Aa3 from A1

....LT Counterparty Risk Assessment, Upgraded to Aa2(cr) from Aa3(cr)

....Senior Unsecured Regular Bond/Debenture (Foreign Currency), Upgraded to Aa3 from A1

....Senior Secured Regular Bond/Debenture (Foreign Currency), Upgraded to Aa3 from A1

....Senior Secured Medium-Term Note Program (Foreign Currency), Upgraded to (P)Aa3 from (P)A1

....Senior Unsecured Medium-Term Note Program (Foreign Currency), Upgraded to (P)Aa3 from (P)A1

....Backed Senior Unsecured Medium-Term Note Program (Foreign Currency), Upgraded to (P)Aa3 from (P)A1

Affirmations:

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

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

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

..Outlook Actions:

....Outlook, Changed to Stable from Rating Under Review

Issuer: Morgan Stanley Bank International Limited

Upgrades:

....Adjusted Baseline Credit Assessment, Upgraded to a3 from baa1

....Baseline Credit Assessment, Upgraded to baa1 from baa2

....LT Issuer Rating (Foreign Currency), Upgraded to Aa3 from A1, Stable from Rating Under Review

....LT Counterparty Risk Assessment, Upgraded to Aa2(cr) from Aa3(cr)

....LT Counterparty Risk Rating (Local Currency), Upgraded to Aa2 from Aa3

....LT Counterparty Risk Rating (Foreign Currency), Upgraded to Aa2 from Aa3

....LT Bank Deposits (Foreign Currency), Upgraded to Aa3 from A1, Stable from Rating Under Review

Affirmations:

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

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

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

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

..Outlook Actions:

....Outlook, Changed to Stable from Rating Under Review

Issuer: Morgan Stanley Capital Group Inc.

Upgrades:

....LT Issuer Rating, Upgraded to Aa3 from A1

....LT Counterparty Risk Assessment, Upgraded to Aa2(cr) from Aa3(cr)

Affirmations:

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

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

..Outlook Actions:

....Outlook, Changed to Stable from Rating Under Review

Issuer: Morgan Stanley Capital Services LLC

Upgrades:

....LT Issuer Rating, Upgraded to Aa3 from A1

....LT Counterparty Risk Assessment, Upgraded to Aa2(cr) from Aa3(cr)

Affirmations:

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

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

..Outlook Actions:

....Outlook, Changed to Stable from Rating Under Review

Issuer: Morgan Stanley Europe SE

Upgrades:

....LT Issuer Rating, Upgraded to Aa3 from A1

....LT Counterparty Risk Assessment, Upgraded to Aa2(cr) from Aa3(cr)

Affirmations:

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

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

..Outlook Actions:

....Outlook, Changed to Stable from Rating Under Review

Issuer: Morgan Stanley Bank AG

Upgrades:

....Adjusted Baseline Credit Assessment, Upgraded to a3 from baa1

....Baseline Credit Assessment, Upgraded to baa1 from baa2

....LT Counterparty Risk Assessment, Upgraded to Aa2(cr) from Aa3(cr)

....LT Counterparty Risk Rating (Local Currency), Upgraded to Aa2 from Aa3

....LT Counterparty Risk Rating (Foreign Currency), Upgraded to Aa2 from Aa3

....LT Issuer Rating, Upgraded to Aa3 from A1, Stable from Rating Under Review

....LT Bank Deposits, Upgraded to Aa3 from A1, Stable from Rating Under Review

Affirmations:

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

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

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

....ST Bank Deposits, Affirmed P-1

..Outlook Actions:

....Outlook, Changed to Stable from Rating Under Review

Issuer: Morgan Stanley Finance LLC

Upgrades:

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

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

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

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

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

..Outlook Actions:

....Outlook, Changed to Stable from Rating Under Review

Issuer: Morgan Stanley Private Bank, N.A.

Upgrades:

....Adjusted Baseline Credit Assessment, Upgraded to a3 from baa1

....Baseline Credit Assessment, Upgraded to baa1 from baa2

....LT Counterparty Risk Assessment, Upgraded to Aa2(cr) from Aa3(cr)

....LT Counterparty Risk Rating (Local Currency), Upgraded to Aa2 from Aa3

....LT Counterparty Risk Rating (Foreign Currency), Upgraded to Aa2 from Aa3

....LT Issuer Rating, Upgraded to Aa3 from A1, Stable from Rating Under Review

....LT Bank Deposits, Upgraded to Aa3 from A1, Stable from Rating Under Review

Affirmations:

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

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

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

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

....ST Bank Deposits, Affirmed P-1

..Outlook Actions:

....Outlook, Changed to Stable from Rating Under Review

The principal methodology used in rating Morgan Stanley, Morgan Stanley Bank, N.A., Morgan Stanley Private Bank, N.A., Morgan Stanley Bank International Limited, Morgan Stanley Bank AG and Morgan Stanley Finance LLC was Banks Methodology published in November 2019 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1147865. The principal methodologies used in rating Morgan Stanley & Co. International plc, Morgan Stanley Europe SE, Morgan Stanley Capital Services LLC and Morgan Stanley Capital Group Inc. were Securities Industry Market Makers Methodology published in November 2019 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1187332, and Banks Methodology published in November 2019 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1147865. Alternatively, please see the Rating Methodologies page on www.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 at: https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_79004.

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 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 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.

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.

REFERENCES/CITATIONS

[1] Form 8-K (SEC) 02-Oct-2020

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.

Donald Robertson
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.
© 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.

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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.

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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."

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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.

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