Brisa Concessao Rodoviaria S.A.

Similar documents
Credit Opinion: Elering AS

Rating Action: Moody's assigns Baa3 rating to Milione S.p.A.; stable outlook 17 Dec 2018

OECD Workshop on Data Collection

State Outlook: Debt Affordability. NCSL Conference Gail Sussman, Managing Director

Snohomish County Public Utility District 1

blend Funding plc Update to credit analysis Credit strengths » Liquidity reserve as structural enhancement Credit challenges

Policy for Designating and Assigning Unsolicited Credit Ratings

Findlay City School District, OH

Autobahnen-Und Schnellstrassen Finanzierungs

Policy for Designating and Assigning Unsolicited Credit Ratings in the European Union

Mongolian Banking System

Rating Action: Moody's Upgrades the City of Sacramento, CA's Lease Revenue Bonds to A1; Confirms Ser and Ser. 1993A at A2; outlook is stable

Volusia County School District (FL)

Bandeirante Energia S.A.

Credit Opinion: Elering AS

Rating Action: Moody's downgrades Lowe's unsecured ratings to Baa1; P-2 commercial paper rating affirmed 12 Dec 2018

PT Indosat Tbk. Strong Revenue and Earnings Growth in FY2015 Supports Credit Profile. ISSUER COMMENT 28 March 2016

Rating Action: Moody's assigns A2 to 2016B & C Senior Bonds of Central Florida Expressway Auth. (CFX), FL; Outlook positive

Kaztemirtrans, JSC. Update following sovereign action, outlook changed to stable. CREDIT OPINION 3 August Update

Rating Action: Moody's assigns Aa3 to West Virginia SBA's $44.4M Capital Improvement Ref. Rev. Bonds, Ser Global Credit Research - 08 Sep 2017

Rating Action: Moody's reviews NORD/LB Luxembourg S.A. - Public-Sector Covered Bonds, direction uncertain 19 Dec 2018

Rio Paranapanema Energia S.A.

Rating Action: Moody's downgrades Coty's CFR to Ba3; outlook stable Global Credit Research - 20 Mar 2018

Credit Opinion: Localiza Rent a Car S.A.

CIMIC GROUP UPGRADED TO Baa2, OUTLOOK STABLE, BY MOODY'S INVESTORS SERVICE

Massachusetts (Commonwealth of)

Sabra Health Care REIT, Inc.

Port Jefferson Union Free School District, NY

Rating Action: Moody's downgrades Coty's CFR to B1; outlook negative 26 Nov 2018

Federal Home Loan Banks

Township of Tredyffrin, PA

Rating Action: Moody's changes outlook to positive on Orkuveita Reykjavikur's Ba2 rating Global Credit Research - 15 Jun 2017

Credit Opinion: SGS SA

Rating Action: Moody's upgrades Dufry's ratings to Ba2 from Ba3; outlook stable Global Credit Research - 15 May 2017

Regional Economic Outlook

Rating Action: Moody's downgrades Bharti's senior unsecured notes to Ba1 and assigns a Ba1 CFR; outlook negative 05 Feb 2019

Connecticut (State of) State Revolving Fund

business cultures. LIQUIDITY PROFILE Moody's considers Lafarge's liquidity profile on a stand-alone basis to be good for the next 12 months, largely

Global Credit Research - 19 Apr 2018

Underwriting standards for credit cards and auto loans tighten modestly, a positive

City of Tega Cay, SC. Annual Comment on Tega Cay RATING. ISSUER COMMENT 23 March 2018

Rating Action: Moody's assigns Aa3/Prime-1 issuer ratings to the Departement de L'Eure; stable outlook Global Credit Research - 07 Apr 2016

Rating Action: Moody's affirms Aa1 issuer and bond ratings of the International Finance Facility for Immunisation (IFFIm) with a stable outlook

Rating Action: Moody's affirms Aaa IFS rating of New York Life; stable outlook Global Credit Research - 27 Jul 2017

ABN AMRO Bank N.V. Q1 2018: Higher impairment offset revenue growth. ISSUER COMMENT 16 May Summary opinion

CPPIB Capital Inc. Semiannual Update. Credit Strengths. Credit Challenges. Rating Outlook The rating outlook is stable.

Celina Independent School District, TX

Edison (Township of) NJ

Barcelona, City of. Annual update. Barcelona's good operating performance. B= Budget. PC: Pre-closing. Source: Issuer. Moody's Investors Service.

Findlay City School District, OH

Sanger (City of) TX. Credit Strengths. Trend of growing reserve levels. Continued tax base growth. Favorable location 40 miles north of Dallas

Siauliu Bankas, AB. Siauliu Bankas capital metrics will strengthen with EBRD s debt-to-equity conversion. ISSUER COMMENT 13 August 2018

For personal use only

Jewish Federation of Metropolitan Chicago, IL

Rating Action: Moody's changes rating outlook for Black Sea Trade and Development Bank to stable from negative Global Credit Research - 30 Sep 2016

Rating Action: Moody's downgrades Suriname's issuer rating to B2 negative; concluding rating review Global Credit Research - 20 Feb 2018

Credit Opinion: Electrabel SA

Rating Action: Moody's downgrades South Carolina Public Service Authority revenue bonds; rating outlook negative

Agenda. New Mexico School District Bond Ratings 9/8/17

Rating Action: Moody's assigns Counterparty Risk Ratings to three Sri Lankan banks 18 Jun 2018

Rating Action: Moody's upgrades Kommunalkredit Austria AG's public-sector covered bonds Global Credit Research - 25 Jul 2017

3i Group plc. Update following the publication of first-half 2018 financial results. CREDIT OPINION 28 November Update

The Early Warning Toolkit in practice: Babcock & Wilcox Enterprises, Inc.

Rating Action: Moody's reviews covered bonds issued by Hypo NOE, Hypo Tirol and Heta AR for upgrade Global Credit Research - 25 May 2016

Duquesne University of the Holy Spirit, PA

Rating Action: Moody's assigns Aa3 to Trinity Health Credit Group's (MI) Ser bonds; outlook revised to stable

Federal Home Loan Bank of Des Moines

Rating Action: Moody's reviews Depfa ACS Bank's public sector covered bonds for downgrade Global Credit Research - 14 Sep 2016

Rating Action: Moody's affirms Baa3 senior unsecured debt ratings of ICICI Bank's Bahrain branch Global Credit Research - 17 Aug 2017

Parpública - Participações Públicas (SGPS) SA Ba1 Positive

Rating Action: Moody's confirms RWE's Baa3/Ba2 ratings, stable outlook 17 May 2018

Policy on the "SEC Rule 17g-7 of Representation and Warranties" (R&Ws)

Roselle Park Borough, NJ

Rating Action: Moody's upgrades PGW (PA) to A3 from Baa1; Assigns A3 to $278.2 mil Gas Works Rev. Refunding Bds., 15th Series

Rating Action: Moody's upgrades several Irish mortgage covered bond ratings; actions conclude review

Town of Easton, MA. Credit Strengths. Manageable long-term liabilities. Credit Challenges. Reliance on reserves to address budget gaps

Rating Action: Moody's changes outlook on ArcelorMittal's Ba1 CFR to positive from stable; affirms ratings Global Credit Research - 07 Dec 2017

Pojistovaci maklerstvi INPOL a.s.

Rating Action: Moody's upgrades Yanlord to Ba2; outlook stable Global Credit Research - 25 Apr 2017

Rating Action: Moody's upgrades mortgage covered bonds issued by AIB Mortgage Bank and EBS Mortgage Finance Global Credit Research - 29 Nov 2016

WILTON (TOWN OF) CT. Update to credit analysis. Credit strengths. » Affluent residential tax base. Credit challenges

Rating Action: Moody's upgrades NORD/LB's Fuerstenberg preference shares to Caa1(hyb) Global Credit Research - 18 Apr 2018

The Early Warning Toolkit in Practice: Carillion PLC

Prince William County, VA

Rating Action: Moody's changes Colonial's outlook to negative from stable following tender offer for Axiare Global Credit Research - 14 Nov 2017

Credit Opinion: Federal Home Loan Bank of New York

A.P. Moller-Maersk A/S

Socorro Independent School District, TX

Rating Action: Moody's assigns (P)A1 senior unsecured rating to SpareBank 1 Ostlandet's jointly-owned EMTN program

Credit Suisse Group AG

Weber School District, UT

Global Credit Research - 24 Jul 2017

Rating Action: Moody's takes rating actions on Irish mortgage covered bonds Global Credit Research - 26 Sep 2016

Credit Opinion: Banca Sella Holding

Ag Lending Experience of Living Through the Cycles

The Basque Country (Spain)

Rating Action: Moody's changes outlooks on ratings of 14 Russian financial institutions to stable from negative

Rating Action: Moody's announces rating actions on student loan ABS backed by FFELP student loans following the update of its rating methodology

Rating Action: Moody's assigns A1 to UConn GO bonds supported by State of Connecticut; outlook stable Global Credit Research - 29 Mar 2018

Policy for Analyst Rotation

Transcription:

CREDIT OPINION Brisa Concessao Rodoviaria S.A. Update following change in rating outlook to positive Update Summary Rating Rationale RATINGS Brisa Concessao Rodoviaria S.A. Domicile Portugal Long Term Rating 3 Type Senior Secured - Dom Curr Outlook Positive Brisa Concessao Rodoviaria, S.A. (BCR) s 3 senior secured debt ratings reflect (1) the large size and importance of the company s toll road network for Portugal's transport system; (2) its relatively resilient cash flow despite significant traffic declines in the past thanks to strict cost control and contained investment requirements; (3) the recent strong traffic growth, providing for deleveraging potential in the context of the company s relatively high leverage; (4) the transparency of the concession framework providing for tariff increases linked to inflation; (5) the covenant package and other creditor protections incorporated within BCR's debt documentation; and (6) the policy of prudent financial management. The rating further recognises the company s exposure to country risks associated with being based in Portugal. Exhibit 1 Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date. Cash flow generation remains strong thanks to a strong traffic performance, cost control and contained investments EBITDA-capex EBITDA-capex ( m) EBITDA-capex (%) Traffic (%) 500 Contacts 352 400 Raffaella Altamura 44-20-7772-8613 VP-Senior Analyst raffaella.altamura@moodys.com 291 276 9.4% 6.7% 0.08 6.3% 200 4.3% 100 2.5% Andrew Blease 44-20-7772-5541 Associate Managing Director andrew.blease@moodys.com 288 0.13 329 315 300 4.5% 5.0% 4.3% 0.03 2.5% 0-0.02-2.6% -100-3.9% -5.1% -0.07-200 -0.12-300 CLIENT SERVICES -14.0% -400 Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 -0.17 2011 2012 2013 2014 Note: This represents Moody's forward view, not the view of the issuer Source: Company, Moody's Investors Service 2015 2016 2017E 2018E

Credit Strengths Concessionaire for Portugal's largest tolled motorway network Positive traffic growth drives increase in revenues Supportive and well-established concession framework providing for tariff increases linked to inflation Terms of debt documentation provide a degree of protection to creditors Credit Challenges High financial leverage in the context of the shortening concession life Exposure to risks associated with being based in Portugal Rating Outlook The positive rating outlook is in line with that of the Government of Portugal (Ba1, positive). An upgrade to the government s rating would likely result in an upgrade to BCR s rating, provided that BCR s current financial profile is maintained. Factors that Could Lead to an Upgrade An upgrade of the rating of the Government of Portugal, coupled with a maintenance of BCR s key credit metrics at current levels (i.e. Funds from operations (FFO)/debt in the low-double digits in percentage terms) and adequate headroom against the covenanted level at which dividends to shareholders are prohibited, would likely result in an upgrade of the ratings of BCR. Factors that Could Lead to a Downgrade Downwards rating pressure could develop if (1) there is a material change in the terms and conditions of the concession that negatively affects the company's business or financial risk profile; (2) there is a deterioration in the company's liquidity profile; (3) the company fails to maintain a minimum FFO/debt ratio of 8% and FFO interest cover of 2.5x; or (4) there is an increased risk of covenant breaches. In addition, a deterioration in the Portuguese sovereign creditworthiness could result in a downwards adjustment of BCR's ratings. Key Indicators Exhibit 2 Key Indicators Note: All ratios are based on Adjusted financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations Source: Moody's Financial Metrics This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit rating action information and rating history. 2

Detailed Rating Considerations Concessionaire for largest tolled motorway network in Portugal BCR is responsible for the operation of 1,100 km of motorways, of which 1,014 km are tolled (total network under concession of 1,124 km). The network accounts for around 37% of the domestic motorway network. It covers the country from north to south and from east to west and is the backbone of the Portuguese road transport system, linking the main urban centres and thereby covering the richer and more populated areas of the country. As the rail system is under developed in Portugal, the principal competition to the BCR network comes from other Brisa group concessions and the former shadow toll roads (SCUTs) network. In particular, the A17 owned by Brisal (70% owned by Brisa) and the A8 owned by Atlântico (50% owned by Brisa) together with the Costa de Prata (former SCUT toll road) provide a second motorway corridor linking Lisbon and Oporto, competing with BCR's main A1. Whilst smaller in size than other Moody's rated European toll roads, the importance of BCR's network for the Portugal's infrastructure system underpins the credit profile of the company. Positive traffic growth drives increase in revenues BCR s network carries a large proportion of light vehicle (LV) traffic. The share of heavy vehicle (HV) traffic amounts to around 5% and is the lowest among our rated European toll roads. This primarily reflects the geographic location of Portugal and lack of transnational routes linking different economic regions. Whilst a low proportion of HV traffic would suggest more resilient traffic volumes, BCR's network has a fairly sizeable share of leisure traffic, which tends to be more volatile depending on the macroeconomic conditions. In this regard, the economic crisis severely impacted BCR s traffic. In 2008-13, BCR s network lost around 27% in traffic volumes, the biggest decline among our rated toll roads. As a comparison, large French motorway networks saw a cumulative increase in their total traffic volumes of 0-4% in the same period. Austerity measures affecting economic activity and consumption coupled with competition from new motorways were the major drivers of falling traffic volumes in Portugal. Declines in traffic volumes were significantly higher than the contraction in Portugal's GDP as a material adjustment in the use of tolled motorways was driven primarily by heavily constrained household budgets. As the economy and consumer confidence improved, so did the traffic volumes. Traffic volumes started to pick up in Q4 2013 and in 2014 BCR reported the first full year of positive traffic growth since 2007 (+4.5% compared to 2013). Even stronger growth continued in 2015, when BCR reported a 7% increase in traffic across its network compared to 2014, also supported by declining fuel prices (-9% in 2015) and weather conditions. Strong traffic trends continued in 2016, with volumes increasing by 7% (6.9% LV and 9.6% HV), reflecting a more benign macroeconomic environment, the leap year effect (accounting for around 0.3% of total traffic growth) and a continued downward pressure on fuel prices (-4.2% vs. 2015). As of H1 2017, traffic growth remained strong, with BCR reporting an increase of 6.8%, despite the previous year being favourably affected by the leap year effect. Exhibit 3 Improving macroeconomic environment leads to strong traffic recovery on BCR's network % change y-o-y Traffic GDP 10% Private consumption 5.0% 4.5% 5% 2.5% 0% -5% -2.6% -3.9% -10% -14.0% -15% 2011 2012 2013 2014 2015 2016 2017E 2018E Note: This represents Moody's forward view, not the view of the issuer Source: Company, National Institute of Statistics, Moody's Investors Service 3

We expect Portuguese GDP growth to be 2.5% in 2017 and 1.7% in 2018 and domestic consumption to continue to grow. This will underpin traffic volumes in the near term. Traffic will be a key driver of BCR s revenues given relatively limited increases in tolls. Exhibit 4 Traffic is recovering but remains approximately 10% below pre-crisis level (2008=100) BCR 140 130 120 110 100 90 80 70 60 Source: Company, Moody's Investors Service Limited tariff increases given low inflation rate but the overall concession framework is supportive BCR s tariffs remained flat in 2014-15 and increased by 0.2% in 2016. Given continued low inflation toll increases amounted to only 0.8% in 2017. The tariff formula stipulated in the concession contract provides for an adjustment of tolls linked to inflation over the entire concession life. There are no periodical reviews and BCR is allowed to increase tariffs by 100% of the inflation rate in the preceding year, with BCR retaining 91.5% of the revenue outcome of such increase and the remainder being paid to the state-owned entity Infraestruturas de Portugal, S.A. (Ba2, positive). The concession agreement provides for a floor in terms of tariff increases. Negative inflation means that tariffs remain unchanged in a given year but there will be a corresponding adjustment in the following years when inflation becomes positive and entirely compensates the past negative inflation. More generally, we consider the Portuguese concession and regulatory framework to be well established and supportive. Amongst other features, the concession agreement entrenches BCR s rights to receive compensation in the event of early termination and includes provision for compensation in the event of material adverse change. The concession contract does not provide for any change in tariffs or other compensation for adverse events including changes in macroeconomic circumstances. However, the financial rebalance mechanism extends to risks such as change of law and hence provides BCR with some protection against external events. There are several precedents of change to the concession agreement, with suitable compensation being granted to the concessionaire in a straightforward and timely fashion. The December 2008 changes of the concession contract, when the concession period was extended by three years, is a good example. Financial leverage remains high but headroom against covenants has improved BCR s leverage is high based on the funds from operations (FFO)/debt metric, although we note that this ratio does not pick up the benefit of the cash held on balance sheet ( 118 million as of end-december 2016). The company s remaining concession life is relatively long compared with other European toll roads, currently around 19 years. This results in fairly strong ratios that take into account the remaining life of the concession i.e. Moody s debt service coverage ratio (DSCR) and concession life coverage ratio (CLCR). BCR s financial profile was challenged by the material traffic declines in the past resulting in limited headroom against the default covenants included in the terms of the debt documentation. As traffic started to recover, the company s cash flows improved. Despite sizeable payment to shareholders in the total amount of 334 million in 2015 and 360 million in 2016 (this followed several years of no distributions), BCR s leverage continued to slightly reduce. The company s net debt/ebitda was down to 5.25x as of end-december 2016 and 5.05x as of June 2017. The company exhibits significant headroom against the dividend lock-up level included in BCR s debt documentation (net debt/ebitda of 5.75x). 4

Exhibit 5 Headroom against the covenants has increased Net debt/ EBITDA 9x Trigger level Default level 8.00x 8.00x 8.00x 8.00x 7.75x 7.75x 6.50x 6.50x 6.25x 5.75x 5.75x 5.75x 5.38x 5.30x 5.25x 5.05x 2014 2015 2016 H1 2017 8x 7x 6x 5x 4x 3x 7.01x 6.44x 2x 1x 0x 2012 2013 Source: Company, Moody's Investors Service Whilst we recognise the company s significant headroom against the default covenant level (net debt/ebitda of 7.75x as of H1 2017), we caution that the covenant levels will decrease over time, thus requiring continued deleveraging of the business as the concession life shortens. We expect BCR to continue to follow prudent financial policies and maintain adequate headroom against its dividend lock-up and default covenant levels, which will become more demanding over time. Exposure to Portugal constrains the rating BCR s rating reflects the company s exposure to risks associated with being based in Portugal (Ba1, positive). The link to the Portuguese sovereign manifested itself during the economic crisis in particular in 2012 when traffic was down by 14% and the cost of funding significantly increased (BCR s cost of debt on new issuance exceeded 6%). BCR s ratings are currently constrained by that of the Government of Portugal, in that BCR would not likely be rated more than one notch higher than the government s rating, reflecting its almost exclusively domestic focus. Consequently, an upgrade to the government s rating would likely result in an upgrade to BCR s rating, provided that BCR s current financial profile is maintained. Liquidity Analysis BCR s liquidity is strong, underpinned by cash balance of around 339 million and 275 million of undrawn committed credit lines, as of H1 2017. The company follows a policy of prudent financial management and manages its liquidity in advance of upcoming debt maturities. BCR issued this year a 300 million bond with a maturity in 2027. BCR has fairly contained capital expenditure plans averaging some 55-60 million per year over the medium term. The company s primary demands on cash flows will be distributions to shareholders and debt repayments. The company s next large debt maturity of 300 million in April 2018 is thus more than covered with the available liquidity and expected cash flow generation. 5

Exhibit 6 BCR's debt maturity profile is well spread EIB 400 Bonds and other bank debt pre-funded 350 300 250 200 150 100 50 0 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Note: As of H1 2017 Source: Company, Moody's Investors Service Structural Considerations The structure of the 3 billion EMTN Programme is, in large part, typical of a highly-leveraged corporate transaction. Lenders and BCR, together with its immediate parent, are parties to a number of agreements including a common terms agreement (the CTA) which sets out a range of positive and negative covenants, which bind BCR. The CTA additionally provides for trigger events such that if, for example, the company breaches key financial ratios then it will not be permitted to pay dividends. Lenders are provided with certain security, including over the shares in BCR held by its immediate parent, and benefit from reserve accounts, including a debt service reserve covering 12 months of scheduled interest and amortising debt payments. The financing structure is sufficient to ring-fence BCR from the credit quality of the rest of the Brisa group. We consider, however, that the structural features are weaker than in other structured financings given the significant reliance on outsourcing contracts, refinancing risk and cash reserve requirements (the debt service reserve does not, for example, provide for principal repayments of non amortising debt). Also, the security may have limited value as any transfer of the shares would be subject to government consent and could be frustrated by the appointment of an administrator. For more detail see Brisa Concessao Rodoviaria S.A. Pre-Sale Report dated 26 October 2010. Corporate Profile Brisa Concessao Rodoviaria S.A., the largest subsidiary of Brisa-Auto-Estradas de Portugal S.A. (Brisa), is the operator of Portugal's largest toll road network with 12 motorways under concession covering a total of 1,124 km, of which 1,100 km is under operation. The network is operated under the terms of a concession granted by the Portuguese Republic, which ends in 2035. BCR has few staff and very limited resources. It is reliant on other Brisa group companies to provide a range of services including the operation and maintenance of the asset under a number of outsourcing contracts. Rating Methodology and Scorecard Factors BCR's rating reflects our assessment of the company s overall business profile and financial performance, in line with our Global Rating Methodology for Privately Managed Toll Roads, published in May 2014. The actual rating is below the grid indicated rating reflecting the constraints associated with the Portuguese sovereign rating (Ba1 positive). 6

Exhibit 7 Rating Factors Current FY 31/ 12/ 2016 Privately Managed Toll Roads Industry Grid [1][2] Fact or 1 : Asset Type and Service Area (25%) Measure Moody's 12-18 Month Forward View As of 6/ 9/ 2017 [3] [4] Score Measure Score a) Asset Type Aa b) Competing Routes A A a) Traffic Profile b) Track Record and Stability of Tolled Traffic Ba c) Traffic Density c) Economic Resilience of Service Area Aa Fact or 2 : Traffic Profile and Performance Trends (15%) Fact or 3 : Concession and Regulat ory Framework (10%) a)ability and Willingness to Increase Tariffs Aa Aa b) Protection Provided by the Concession and Regulatory Framework Fact or 4 : Financial Policy (10%) a) Financial Policy Fact or 5 : Coverage and Leverage (40%) a) Cash Interest Coverage b) FFO / Debt 3.5x 4.0x-4.5x 10.9% 10.5%-11.5% c) 1.8x 1.6x-1.8x Ba d) RCF / CAPEX -4.6x Caa 1.0x-1.5x e) Concession Life Coverage Ratio 2.1x Ba 1.9x-2.1x Ba Rat ing: Indicated Rating from Grid Factors 1-5 Ba1 Rat ing Lift 2 0.5 0.5 a) Indicated Rating from Grid Ba1 1 b) Actual Rating Assigned 3 [1] All ratios are based on Adjusted financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations [2] As of 12/31/2016; Source: Moody's Financial Service [3] This represents Moody's forward view, not the view of the issuer and unless noted in the text does not incorporate significant acquisition and divestures [4] RCF/capex is based on a long-term average as distributions will vary over time Source: Moody's Investors Service Ratings Exhibit 8 Category BRISA CONCESSAO RODOVIARIA S.A. Outlook Senior Secured -Dom Curr Moody's Rating Positive 3 Source: Moody's Investors Service 7

2017 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, INC. AND ITS RATINGS AFFILIATES ( MIS ) ARE MOODY S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MOODY S PUBLICATIONS MAY INCLUDE MOODY S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. 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. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY S 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. CREDIT RATINGS AND MOODY S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY S 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 AND MOODY S 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 OR MOODY S 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. 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 the Moody s 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 SUCH 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 appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. 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. It would be reckless and inappropriate for retail investors to use MOODY S credit ratings or publications when making an investment decision. If in doubt you should contact your financial or other professional adviser. 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 appraisal and rating services rendered by it fees ranging from JPY200,000 to approximately JPY350,000,000. MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements. REPORT NUMBER 8 1090564

Contacts 9 CLIENT SERVICES Raffaella Altamura 44-20-7772-8613 VP-Senior Analyst raffaella.altamura@moodys.com Andrew Blease Associate Managing Director andrew.blease@moodys.com Corrado Trippa +44 0207 772 1426 Associate Analyst corrado.trippa@moodys.com Xavier Lopez Del Rincon 44-207-772-8652 VP-Sr Credit Officer xavier.lopez-del-rincon@moodys.com 44-20-7772-5541 Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454