New Issue: Moody's assigns Aa1 to Metropolitan St. Louis Sewer District's (MO) $150M on Wastewater Revenue Bonds, Series 2013B

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1 Exhibit MSD 49 New Issue: Moody's assigns Aa1 to Metropolitan St. Louis Sewer District's (MO) $150M on Wastewater Revenue Bonds, Series 2013B Global Credit Research - 19 Nov 2013 Rating affirmed on outstanding senior lien revenue bonds; stable outlook maintained METROPOLITAN ST. LOUIS SEWER DISTRICT, MO Sewer Enterprise MO Moody's Rating ISSUE RATING Wastewater System Revenue Bonds Series 2013B Aa1 Sale Amount $150,000,000 Expected Sale Date 11/28/13 Rating Description Revenue: Government Enterprise Moody's Outlook STA Opinion NEW YORK, November 19, Moody's Investors Service has assigned a Aa1 rating to the Metropolitan St. Louis Sewer District's (MO) $150 million Wastewater System Revenue Bonds, Series 2013B. Concurrently, we have affirmed the Aa1 rating on the district's senior lien revenue bonds. Post sale, the district will have $744 million of senior lien revenue bonds outstanding; the outlook remains stable. The Series 2013B bonds are secured by a senior lien on the net revenues of the district's wastewater system and will finance a portion of the district's capital projects to meet its obligations under its consent decree. SUMMARY RATINGS RATIONALE Assignment of the Aa1 rating and stable outlook reflects the system's large and diverse service area that encompasses the City of St. Louis (general obligation rated Aa3/stable outlook) and most of St. Louis County (general obligation rated Aaa/stable outlook). The rating assignment is also based on the district's demonstrated willingness and ability to raise rates at regular intervals; declining but still sound debt service coverage; debt levels that will significantly increase to fund extensive capital improvements needed to address long term CSO and SSO issues; and satisfactory legal covenants. STRENGTHS -One of the largest wastewater systems in the U.S. serves an economically diverse region covering St. Louis County and the City of St. Louis -Timely implementation of rate increases has historically provided for satisfactory financial operations and debt service coverage in light of extensive capital investment -Finalized consent decree which thoroughly identifies and plans for the system's infrastructure needs for the next two decades CHALLENGES -Debt levels expected to double over the next two decades due to capital improvements needed to address CSOs, SSOs, and other regulatory requirements and infrastructure needs -Recent, declines in debt service coverage

2 -The substantial rate increases instituted to finance the $1.01 billion in approved capital requirements could impair voter support of future needed borrowing requests DETAILED CREDIT DISCUSSION SATISFACTORY LEGAL PROVISIONS AND BONDHOLDER PROTECTION; RECENT COURT DECISION NOT EXPECTED TO AFFECT SANITARY SEWER OPERATIONS OR REVENUE PLEDGE The legal provisions outlined in the master and supplemental bond ordinances provide satisfactory security for bondholders. Debt service on the current bonds is secured by a senior lien on the net revenues of the wastewater system and is on parity with the system's Series 2004A, 2006C, 2008A, 2010B, 2011B, 2012A, and 2012B wastewater revenue bonds. Net revenues are defined as gross operating revenues of the wastewater system, less operating and maintenance expenditures, and investment earnings. Pledged revenues explicitly exclude storm water system revenues. The rate covenant calls for net revenues to provide at least 1.25 times annual debt service coverage on all senior lien bonds and 1.15 times debt service coverage on all debt, including subordinate lien debt which consists of state revolving fund loans. An additional bonds test calls for net revenues to equal 1.25 times MADS on all senior lien debt and 1.15 times MADS on all debt for either 12 consecutive months during the most recent 18 month period or in the financial forecasts for the next three fiscal years. The debt service reserve requirement is the lesser of 10% of the principal on the senior lien bonds; MADS on senior lien debt; or 1.25 times average annual debt service on senior lien debt. As with the previously issued senior lien bonds, the district will cash fund the debt service reserve with Series 2013B bond proceeds. In 2008, the district implemented a storm water user fee to finance certain storm water improvements within its storm water enterprise. Subsequently, a lawsuit was filed challenging the legality of that user fee which was determined against the district requiring the district to no longer collect the user fee. On November 12, 2013, the Missouri Supreme Court affirmed the lower court ruling that the user fee was a tax, and therefore cannot be collected. The district currently finances a portion of the storm water improvements through a property tax, but any additional discretionary projects will need to be financed with voter approved tax increases. While this is a credit negative for the district as a whole, the storm water enterprise is separate from the sanitary sewer enterprise and does not affect the net revenue security pledge on these bonds. LARGE AND DIVERSE SERVICE AREA ENCOMPASSES CITY OF ST. LOUIS AND MOST OF ST. LOUIS COUNTY The Metropolitan St. Louis Sewer District (MSD) is the nation's fourth largest wastewater system in terms of geographic boundaries, with 1,806 miles of combined sewers and 4,744 miles of sanitary sewers. MSD's wastewater system customer base was 424,800 in fiscal 2013, which represented a 2.3% decline since fiscal Approximately one-third of this decline reflected the economic downturn that led to an uptick in vacant structures. MSD's service area encompasses 525 square miles and includes the entirety of the City of St. Louis and 90% of St. Louis County. More than 75% of total accounts and 64% of total billings are attributable to customers in St. Louis County. The user base is diverse with the top ten customers accounting for only 5.95% of fiscal 2013 billings. The system operates seven treatment facilities covering the Mississippi, Missouri, and Meramec River watersheds and has adequate capacity. The system is permitted to handle 428 million gallons of flow per day (MGD); this capacity exceeds the system's maximum peak flow of 365 MGD, which occurred in The St. Louis regional economy is sizeable and diverse. Considerable institutional stability exists in the higher education and health care sectors. BJC Health System (Aa2/stable outlook) is the region's largest employer, and Washington University (Aaa/stable outlook) is the region's third largest employer and MSD's second largest user. The region is somewhat dependent on the defense industry: Boeing Integrated Defense Systems (The Boeing Company is rated A2/stable outlook) is the area's second largest employer and MSD's seventh largest user. Numerous corporations maintain offices in downtown St. Louis, including the North American headquarters of Anheuser-Busch InBev Worldwide Inc. (senior unsecured rated A3/positive outlook), which is MSD's top user, comprising a modest 2.42% of system operating revenues in fiscal The size and diversity of both the regional economy and the system's customer base are key components of the Aa1 rating. INDEPENDENT RATE-SETTING AUTHORITY PROVIDES SOUND, THOUGH SLIGHTLY DECLINING, DEBT SERVICE COVERAGE The district's sound financial operations will likely be maintained due to management's demonstrated willingness and ability to adjust rates as needed to provide for sound debt service coverage. Any further weakening of

3 coverage trends could undermine credit quality. Debt service coverage has declined in recent years due to a number of factors: increased debt levels, budgetary focus on asset management, conservation initiatives among top customers, lower interest income, and declining connection fee revenue. As recently as fiscal 2008, senior lien debt service coverage was a strong 6.3 times. By fiscal 2013, senior lien debt service coverage dropped to a still sound 3.4 times. Debt service coverage on all debt, including subordinate lien State Revolving Loan Fund (SRF) debt, decreased from 3.0 times in fiscal 2008 to 1.9 times in fiscal The district's financial projections through fiscal 2016 (which incorporate expected debt issuance and approved rate increases) show coverage levels declining further from fiscal 2011 levels. In MSD's multi-year forecast, projected senior lien debt service coverage ranges between 2.91 times and 2.41 times, and debt service coverage on all debt ranges between 1.73 times and 1.62 times. Historical financial performance has typically fared better than original projections. Fiscal 2013 wastewater gross operating revenues equaled $240 million. Fiscal 2013 pledged revenues (net wastewater system revenues) would provide 1.7 times maximum annual debt service (MADS) coverage on senior lien debt, which is scheduled to occur in While MSD's rate-setting process is subject to recommendations of a Rate Commission, which is comprised of community groups, MSD's board has ultimate rate-setting authority and can override rates recommended by the Rate Commission. MSD enacted consecutive annual rate increases of 11%, 11.4%, and 13.2% through fiscal These rate increases are largely due to the additional debt undertaken related to the consent decree. The board expects to continue increasing rates for additional CSO and SSO work planned for the next decade. DEBT LEVELS TO SIGNIFICANTLY INCREASE GIVEN SUBSTANTIAL REGULATORY REQUIREMENTS; BALANCE SHEET BENEFITS FROM CONSERVATIVE DEBT STRUCTURE AND SATISFACTORY NET WORKING CAPITAL The district's present debt profile is manageable relative to the sewer system's assets, as evidenced by a moderate debt ratio of 34% at fiscal yearend (FYE) However, over the next two decades, the system's debt levels will significantly increase in order to address the CSO and SSO issues. In June 2007, EPA and the Missouri Department of Natural Resources (DNR) filed a lawsuit against the district for violations of the Clean Water Act related to CSO and SSO events. CSO events are largely tied to infrastructure in the central city and inner-ring suburbs while SSO events are found throughout the suburban areas of the system. All parties engaged in mediation. On June 1, 2011 the District's CSO Long Term Control Plan was approved by the DNR. The consent decree was then lodged with the U.S. Eastern District Court (Court) in August On April 27, 2012 the consent decree was finalized by the Court. By December 2013, MSD will submit a plan to EPA to remedy the SSOs. The consent decree outlines $4.7 billion in capital improvements to be undertaken over a 23 year timeframe, including $1 billion in capital projects planned from 2013 through In June 2012, district voters approved $945 million of additional borrowing authorization to address mandated improvements of the district's CSO and SSO issues under the consent decree. The projects will be financed with a combination of senior and subordinate debt, as well as cash on hand. MSD's debt structure is conservative. All outstanding debt is fixed rate, and the district is not a party to any interest rate swap agreements, which limits the balance sheet's exposure to the liquidity risks associated with variable rate debt and non-amortizing debt instruments. The district's fiscal net working capital of $374 million represented 233% of operating and maintenance expenditures. At FYE 2013, MSD's unrestricted cash and investments related to sanitary sewer system equaled a healthy $238 million. At FYE 2013, the district had over 590 days of cash on hand. Outlook The outlook on the Metropolitan St. Louis Sewer District's senior lien revenue debt is stable, based on our belief that the system's size, rate-setting authority, and satisfactory legal provisions should support the current rating despite increasing debt levels. Our rating outlook assumes that future declines in debt service coverage will be far less than current projections. Further narrowing of coverage and/or increases in capital requirements could pressure credit quality. WHAT COULD CHANGE THE RATING - UP -Significant and sustained improvement of debt service coverage levels -Ability to phase in planned borrowing for necessary capital improvements without adversely affecting financial operations, debt service coverage, balance sheet strength, and/or voter support WHAT COULD CHANGE THE RATING - DOWN

4 -Regional economic pressures, including population loss, that lead to substantial reductions in billable flow -Declines in debt service coverage KEY STATISTICS Type of system: Sewage collection and treatment 2013 estimated service area population: 1.3 million Fiscal 2013 customer base: 424,801 Fiscal 2013 net working capital: $374 million Fiscal 2013 operating revenues: $240 million (excludes storm water system revenues) Fiscal 2013 operating ratio: 66.2% Fiscal 2013 debt ratio: 29.2% Fiscal 2013 debt service coverage: 3.4 times (senior lien); 1.9 times (all debt) (excludes storm water system revenues) PRINCIPAL METHODOLOGY USED The principal methodology used in this rating was Analytical Framework For Water And Sewer System Ratings published in August Please see the Credit Policy page on for a copy of this methodology. REGULATORY DISCLOSURES For ratings issued on a program, series or category/class of debt, this announcement provides certain regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides certain regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides certain regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, the related rating outlook or rating review. Please see 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 for additional regulatory disclosures for each credit rating. Analysts Jeffery Yorg Lead Analyst Public Finance Group Moody's Investors Service Mark G. Lazarus Backup Analyst Public Finance Group Moody's Investors Service Hetty Chang

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