Rating Action: Moody’s affirms Ferroglobe’s Caa1 CFR, changes outlook to positiveGlobal Credit Research – 17 Jan 2022London, 17 January 2022 — Moody’s Investors Service (“Moody’s”) has today affirmed Ferroglobe PLC’s (“Ferroglobe”, or “the company”) Caa1 corporate family rating (CFR) and the company’s Caa1-PD probability of default rating (PDR). Concurrently, Moody’s affirmed the Caa3 instrument rating of Ferroglobe’s $350 million backed senior unsecured notes due in March 2022, the B2 instrument rating of the company’s $60 million backed senior secured notes due in 2025, and the Caa2 rating of the $345 million backed senior secured notes due in 2025 both issued by Ferroglobe Finance Company, PLC. The outlook on all ratings was changed to positive from stable.RATINGS RATIONALEThe affirmation of the Caa1 CFR and Caa1-PD PDR ratings reflects Moody’s view that Ferroglobe’s liquidity is currently not commensurate with a higher rating despite improving profitability and significantly upward adjusted base case projections for 2022.Ferroglobe’s Q3 2021 results affirmed that the company continues its turnaround in terms of reported EBITDA generation with $35 million generated in Q3 2021 compared with $32 million in Q2 2021 and a loss of $12 million in Q3 2020. At the same time, the company needed to invest materially into its working capital with an associated cash outflow of $72 million in Q3 2021. Despite additional liquidity of $60 million in Q3 2021 from the issuance of $20 million of senior secured notes (this was the final tranche of the $60 million senior secured notes) and $40 million of equity, both part of the earlier exchange of the March 2022 notes, the company’s unrestricted cash balance reduced to $89 million at the end of September 2021 from $100 million at the end of June 2021. Moody’s believes that Ferroglobe’s liquidity likely needs to be strengthened over the next few months to accommodate further working capital requirements driven by rising raw material prices, higher prices of the company’s finished goods as well as rising production volume.Moody’s has revised upward its base case projections for Ferroglobe for 2022 driven by significantly higher prices of silicon metal, silicon-based alloys, and manganese-based alloys. Especially silicon metal prices have increased multiple times in recent months and now stand at an all-time high level. We believe that Ferroglobe will start benefitting materially from these higher price levels in 2022 when annual contracts at lower fixed prices are being adjusted to the current high prices. Rising contracted prices are expected to more than offset increasing production cost driven by higher energy and raw material cost resulting in substantially improving earnings in 2022-23.Accordingly, Moody’s forecasts the company’s sales to rise by around 40{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} to $2.3 billion from an estimated $1.6 billion in 2021 with Moody’s adjusted EBITDA increasing to above $400 million from an expected $150 million in 2021. Despite substantial working capital cash outflow and higher capital investments than in recent years, the rating agency projects Ferroglobe to achieve positive free cash flow (FCF) generation in 2022. These projection result in materially stronger credit metrics at year-end 2022 with Moody’s adjusted debt / EBITDA falling to around 2x from around 11x as of the last twelve months (LTM) to September 2021.Despite the forecast for positive FCF generation in 2022, Moody’s remains concerned about Ferroglobe’s liquidity during the first half of 2022 as the larger working capital might require funding at the start of the year.LIQUIDITYFerroglobe’s liquidity remains weak despite the materially improved debt maturity profile driven by the exchange of the March 2022 $350 million backed senior unsecured notes in 2021 with only around $5 million still outstanding. As of September 2021, the company reported unrestricted cash and cash equivalents of only $89 million. The company does not have a committed credit facility.Although the exchange of the notes alongside the injection of fresh capital in 2021 improved Ferroglobe’s liquidity to some extent and despite the rating agency’s projection of positive FCF generation in 2022, Moody’s still considers the company’s liquidity position as weak. This assessment is driven by the expected significant cash outflow in H1 2022 related to working capital funding. As there is a wide range of scenarios for the company’s working capital requirements in 2022, Moody’s highlights that Ferroglobe might need to raise additional capital to fund working capital.STRUCTURAL CONSIDERATIONSThe B2 rating of the $60 million backed senior secured notes reflects the senior ranking in the capital structure ahead of the $345 million backed senior secured 2025 notes which are rated Caa2. Ferroglobe’s senior unsecured notes due in March 2022 are rated Caa3, two notches below the CFR. This reflects the severe subordination driven by the $60 million backed senior secured notes as well as the $345 million backed senior secured notes, which both rank senior to the 2022 notes. The B2 rating of the new $60 million backed senior secured notes takes into account the possibility of Ferroglobe entering into a new asset based loan which is permitted under the debt documentation.RATIONALE FOR OUTLOOKThe positive outlook reflects the gradual recovery of the company’s earnings during the first three quarters of 2021 and Moody’s expectation of a material improvement of Ferroglobe’s financial performance in 2022 driven by better market conditions and the company’s cost efficiency measures.FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGSPositive pressure on the ratings could develop if the company:» Improves its operating profitability and credit metrics with Moody’s-adjusted gross debt/EBITDA falling to less than 6.0x and positive free cash flow (FCF) generation on a sustained basis» further improves its liquidity position such that it can be considered adequateThe ratings could be downgraded in case of a renewed market downturn, preventing further meaningful recovery in the company’s profitability in the next twelve months. In particular, a downgrade could be triggered if its Moody’s-adjusted gross debt/EBITDA remains above 8.0x for a prolonged period.PRINCIPAL METHODOLOGYThe principal methodology used in these ratings was Manufacturing published in September 2021 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1287885. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of this methodology.COMPANY PROFILEHeadquartered in London, Ferroglobe PLC is a leading producer of silicon metal and silicon/manganese alloys, with revenue of $1.1 billion in 2020. Ferroglobe, which is 49.3{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} owned by Grupo Villar Mir, S.A.U. (Grupo Villar Mir), was formed in December 2015 through the combination of the Europe-based Ferroatlántica, a subsidiary of the Spanish Villar Mir industrial conglomerate, and the US-based competitor Globe Specialty Metals Inc. The company is listed on the NASDAQ and had a market capitalisation of $1.1 billion as of 13 January 2022.REGULATORY DISCLOSURESFor 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 http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288235.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody’s affiliates outside the EU and is endorsed by Moody’s Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody’s office that issued the credit rating is available on www.moodys.com.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. Sven Reinke Senior Vice President Corporate Finance Group Moody’s Investors Service Ltd. One Canada Square Canary Wharf London E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 Client Service: 44 20 7772 5454 Mario Santangelo Associate Managing Director Corporate Finance Group JOURNALISTS: 44 20 7772 5456 Client Service: 44 20 7772 5454 Releasing Office: Moody’s Investors Service Ltd. One Canada Square Canary Wharf London E14 5FA United Kingdom JOURNALISTS: 44 20 7772 5456 Client Service: 44 20 7772 5454 © 2022 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.CREDIT RATINGS ISSUED BY MOODY’S CREDIT RATINGS AFFILIATES ARE THEIR CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY’S (COLLECTIVELY, “PUBLICATIONS”) MAY INCLUDE SUCH CURRENT OPINIONS. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT. SEE APPLICABLE MOODY’S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED BY MOODY’S CREDIT RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS, NON-CREDIT ASSESSMENTS (“ASSESSMENTS”), AND OTHER OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. AND/OR ITS AFFILIATES. MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS, ASSESSMENTS AND OTHER OPINIONS AND PUBLISHES ITS PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS, AND PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS AND INAPPROPRIATE FOR RETAIL INVESTORS TO USE MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS OR PUBLICATIONS WHEN MAKING AN INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED FOR REGULATORY PURPOSES AND MUST NOT BE USED IN ANY WAY THAT COULD RESULT IN THEM BEING CONSIDERED A BENCHMARK.All information contained herein is obtained by MOODY’S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY’S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY’S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing its Publications.To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use any such information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of a particular credit rating assigned by MOODY’S.To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information.NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CREDIT RATING, ASSESSMENT, OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER.Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any credit rating, agreed to pay to Moody’s Investors Service, Inc. for credit ratings opinions and services rendered by it fees ranging from $1,000 to approximately $5,000,000. MCO and Moody’s Investors Service also maintain policies and procedures to address the independence of Moody’s Investors Service credit ratings and credit rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold credit ratings from Moody’s Investors Service and have also publicly reported to the SEC an ownership interest in MCO of more than 5{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996}, is posted annually at www.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”Additional terms for Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors.Additional terms for Japan only: Moody’s Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody’s Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any credit rating, agreed to pay to MJKK or MSFJ (as applicable) for credit ratings opinions and services rendered by it fees ranging from JPY100,000 to approximately JPY550,000,000.MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.
Nissan Motor Acceptance Company LLC — Moody’s affirms at Baa3 Nissan Motor Acceptance’s long-term senior unsecured ratings; changes outlook to stable from negative
Rating Action: Moody’s affirms at Baa3 Nissan Motor Acceptance’s long-term senior unsecured ratings; changes outlook to stable from negativeGlobal Credit Research – 13 Dec 2021New York, December 13, 2021 — Moody’s Investors Service (“Moody’s”) has affirmed all the ratings for Nissan Motor Acceptance Company LLC (NMAC), including its Baa3 long-term senior unsecured ratings and its Prime-3 backed commercial paper rating. NMAC’s outlook was changed to stable from negative.The rating actions follow similar actions on the ratings for NMAC’s ultimate parent, Nissan Motor Co., Ltd. (Nissan, Baa3 stable), whose ratings were also affirmed with outlook changed to stable from negative.Affirmations:..Issuer: Nissan Motor Acceptance Company LLC….Backed Commercial Paper, Affirmed P-3….Backed Senior Unsecured Medium-Term Note Program, Affirmed (P)Baa3….Backed Senior Unsecured Regular Bond/Debenture, Affirmed Baa3….Senior Unsecured Regular Bond/Debenture, Affirmed Baa3Outlook Actions:..Issuer: Nissan Motor Acceptance Company LLC….Outlook, Changed To Stable From NegativeRATINGS RATIONALEThe ratings for NMAC reflect both its intrinsic credit quality (ba1 standalone assessment) and uplift derived from support from Nissan. NMAC’s Baa3 long-term ratings are aligned with Nissan’s Baa3 ratings, based on NMAC’s strategic significance to Nissan, Moody’s expectation that Nissan would support NMAC if required, as well as the explicit support agreement in place between the two companies.Moody’s said NMAC’s ba1 standalone assessment reflects its good capitalization that protects creditors against unexpected losses and strong liquidity. Similar to its peers, the company continues to be extremely profitable, and NMAC’s tangible equity to tangible assets remains strong (15.6{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} at 30 September 2021), despite it having made a sizeable $1.3 billion parental distribution in June 2021.Moody’s said that NMAC is the only firm among rated US auto captive companies that has an agreement with its parent wherein the parent provides an indemnification from losses associated with the lease portfolio (39{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} of managed assets at 30 September 2021), making NMAC comparatively less vulnerable to variations in used car prices. Moody’s expects the extraordinary used car price appreciation that has occurred during the coronavirus pandemic to moderate by the end of 2022. Through October 2021, used car prices increased 45{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} from 2020 levels.NMAC’s managed receivables ($38.2 billion at 30 September 2021) have declined by approximately 10{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} since last year. Moody’s expects, however, that the company’s receivables will be supported by better new vehicle sales at Nissan. Since the beginning of this year through 30 September 2021, Nissan saw an increase in sales in the US by approximately 19{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996}. This compares to a decline of about 33{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} in 2020. The anticipated growth in retail portfolio may be slightly offset by declining dealer financings and uncertainty around consistency of new vehicle sales growth due to the semiconductor shortage and supply chain disruptions expected to continue partially through 2022. Other credit challenges for NMAC include its significant use of securitization that reduces the company’s ability to access alternative sources of liquidity, said Moody’s.FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGSNMAC’s ratings could be upgraded if the ratings for its parent Nissan are upgraded. An upward adjustment of NMAC’s standalone assessment is unlikely given its reliance on one car manufacturer for revenue and assets and its dependency on market funding.NMAC’s ratings could be downgraded following a downgrade of the ratings for its parent Nissan. A downward adjustment of NMAC’s standalone assessment could occur should there be a sustained material decline in asset quality and profitability, diminished liquidity, or leverage (TCE/TMA) reducing to less than 12{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996}. However, a downward adjustment of NMAC’s standalone assessment without a change in Moody’s assessment of Nissan’s willingness and ability to support NMAC would likely not affect NMAC’s ratings.Headquartered in Franklin, Tennessee, Nissan Motor Acceptance Company LLC is a wholly owned subsidiary of Nissan North America, Inc., which is a wholly owned subsidiary of Nissan Motor Co., Ltd (Nissan). As of 30 September 2021, NMAC had approximately a $38 billion portfolio of finance receivables and operating leases.The methodologies used in these ratings were Finance Companies Methodology published in November 2019 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1187099, and Captive Finance Subsidiaries of Nonfinancial Corporations published in August 2019 and available at https://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1183459. Alternatively, please see the Rating Methodologies page on www.moodys.com for a copy of these methodologies. REGULATORY DISCLOSURESFor 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 http://www.moodys.com/researchdocumentcontentpage.aspx?docid=PBC_1288235.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody’s affiliates outside the EU and is endorsed by Moody’s Deutschland GmbH, An der Welle 5, Frankfurt am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody’s office that issued the credit rating is available on www.moodys.com.The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody’s affiliates outside the UK and is endorsed by Moody’s Investors Service Limited, One Canada Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK. Further information on the UK endorsement status and on the Moody’s office that issued the credit rating is available on www.moodys.com.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. Inna Bodeck Vice President – Senior Analyst Financial Institutions Group Moody’s Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A. JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 Donald Robertson Associate Managing Director Financial Institutions Group JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 Releasing Office: Moody’s Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A. JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 © 2021 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.CREDIT RATINGS ISSUED BY MOODY’S CREDIT RATINGS AFFILIATES ARE THEIR CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND INFORMATION PUBLISHED BY MOODY’S (COLLECTIVELY, “PUBLICATIONS”) MAY INCLUDE SUCH CURRENT OPINIONS. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT. SEE APPLICABLE MOODY’S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED BY MOODY’S CREDIT RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS, NON-CREDIT ASSESSMENTS (“ASSESSMENTS”), AND OTHER OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. AND/OR ITS AFFILIATES. MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS, ASSESSMENTS AND OTHER OPINIONS AND PUBLISHES ITS PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS, AND PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS AND INAPPROPRIATE FOR RETAIL INVESTORS TO USE MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS OR PUBLICATIONS WHEN MAKING AN INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS ARE NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED FOR REGULATORY PURPOSES AND MUST NOT BE USED IN ANY WAY THAT COULD RESULT IN THEM BEING CONSIDERED A BENCHMARK.All information contained herein is obtained by MOODY’S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY’S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY’S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing its Publications.To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use any such information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of a particular credit rating assigned by MOODY’S.To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information.NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY CREDIT RATING, ASSESSMENT, OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER.Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any credit rating, agreed to pay to Moody’s Investors Service, Inc. for credit ratings opinions and services rendered by it fees ranging from $1,000 to approximately $5,000,000. MCO and Moody’s Investors Service also maintain policies and procedures to address the independence of Moody’s Investors Service credit ratings and credit rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold credit ratings from Moody’s Investors Service and have also publicly reported to the SEC an ownership interest in MCO of more than 5{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996}, is posted annually at www.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”Additional terms for Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors.Additional terms for Japan only: Moody’s Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody’s Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any credit rating, agreed to pay to MJKK or MSFJ (as applicable) for credit ratings opinions and services rendered by it fees ranging from JPY125,000 to approximately JPY550,000,000.MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.
Berkshire Hathaway Finance Corporation — Moody’s affirms Berkshire Hathaway’s Aa2 senior debt rating, stable outlook
Rating Action:
Moody’s affirms Berkshire Hathaway’s Aa2 senior debt
rating, stable outlook
10 December 2021
New York, December 10, 2021 – Moody’s Investors Service has affirmed the Aa2 senior unsecured
debt rating and Prime-1 short-term issuer rating of Berkshire Hathaway Inc. (Berkshire, NYSE: BRK)
as well as the ratings on subsidiary debts that are unconditionally and irrevocably guaranteed by
Berkshire (see list below). The rating outlook for Berkshire is stable.
RATINGS RATIONALE
According to Moody’s, the rating affirmation reflects Berkshire’s extraordinarily well capitalized
(re)insurance operations, its highly diversified earnings and cash flow from regulated and non-
regulated businesses, and its conservative financial policy, by which it maintains of a large liquidity
pool and moderate financial leverage. Partly offsetting these strengths are potential earnings
and capital volatility related to the company’s large, concentrated stock investments and its large
individual (re)insurance transactions. Other challenges include enterprise risk management given
the vast business portfolio, and leadership succession given the critical role CEO Warren Buffett has
played in developing Berkshire’s culture and financial performance.
Berkshire reported net operating earnings of $20.2 billion for the first nine months of 2021, up
19{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} versus the prior year period, reflecting strong double-digit increases in the railroad, utilities
and energy, and manufacturing, service and retailing segments, partly offset by a double-digit
decline in the (re)insurance segment. The year-to-date decline in (re)insurance results reflects
lower underwriting income, partly because of higher catastrophe losses, along with slightly lower
investment income. Moody’s expects that Berkshire will benefit from the recovering economy in 2022
and will continue to grow its operating earnings, cash flow and capital base over time.
As of September 30, 2021, Berkshire had consolidated cash and equivalents totaling $149 billion, a
majority held within the (re)insurance segment. The company had total borrowings of $115 billion, a
majority issued by the railroad and utilities and energy segments. Consolidated total leverage, which
incorporates all reported debt plus Moody’s adjustments for pensions and leases, was about 20{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} at
September 30, 2021, within Moody’s rating expectations. Berkshire generates healthy pretax interest
coverage, averaging more than 10 times over the past five years. The company holds at least $30
billion of cash and equivalents at or readily available to the parent to address potential needs or
opportunities.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
Factors that could lead to an upgrade of Berkshire’s ratings include (i) meaningful improvement in
standalone credit profiles of major operating units, and (ii) continued holdings of substantial cash and
equivalents at or readily available to the parent company relative to outstanding indebtedness.
Factors that could lead to a rating downgrade include: (i) meaningful deterioration in standalone
credit profiles(s) of one or more major operating units, (ii) a shift towards a less conservative
financial profile (for example, total consolidated leverage exceeding 30{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996}, or total leverage excluding
railroad, utilities and energy exceeding 15{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996}), (iii) losses from (re)insurance underwriting and/or
investments causing a 15{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996} decline in shareholders’ equity in a given year, or (iv) a significant
decline in cash and equivalents at or readily available to the parent (for example, declining toward
$30 billion, which management cites as a minimum balance).
Moody’s has affirmed the following ratings:
Berkshire Hathaway Inc. — long-term issuer rating and senior unsecured debt at Aa2, senior
unsecured shelf at (P)Aa2, short-term issuer rating at Prime-1;
Berkshire Hathaway Finance Corporation — backed senior unsecured debt at Aa2, backed senior
unsecured shelf at (P)Aa2;
The Lubrizol Corporation — backed senior unsecured debt at Aa2;
Precision Castparts Corp. — backed senior unsecured debt at Aa2.
The rating outlook for these companies is stable.
The methodologies used in these ratings were Property and Casualty Insurers
Methodology published in September 2021 and available at
https://www.moodys.com/
researchdocumentcontentpage.aspx?docid=PBC_1254163
, and Reinsurers Methodology published
in November 2019 and available at
https://www.moodys.com/researchdocumentcontentpage.aspx?
docid=PBC_1187551
. Alternatively, please see the Rating Methodologies page on www.moodys.com
for a copy of these methodologies.
Based in Omaha, Nebraska, Berkshire is a holding company engaged through subsidiaries in
diversified businesses that fall into four broad segments: (re)insurance; railroad; utilities and
energy; and manufacturing, service and retailing. Berkshire also holds sizable minority interests in
several publicly traded firms through its portfolio of common stocks, held mainly by its (re)insurance
subsidiaries. Berkshire generated total revenue of $204 billion, net operating earnings of $20.2
billion, and net income attributable to Berkshire of $50.1 billion for the first nine months of 2021.
The main differences between net income and operating earnings are that net income includes
unrealized gains on stock investments plus a smaller amount of realized investment gains. Berkshire
had total assets of $921 billion and Berkshire shareholders’ equity of $472 billion as of September
30, 2021.
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
http://www.moodys.com/researchdocumentcontentpage.aspx?
docid=PBC_1288235
.
The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody’s
affiliates outside the EU and is endorsed by Moody’s Deutschland GmbH, An der Welle 5, Frankfurt
am Main 60322, Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No
1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the
Moody’s office that issued the credit rating is available on www.moodys.com.
The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody’s
affiliates outside the UK and is endorsed by Moody’s Investors Service Limited, One Canada
Square, Canary Wharf, London E14 5FA under the law applicable to credit rating agencies in the UK.
Further information on the UK endorsement status and on the Moody’s office that issued the credit
rating is available on www.moodys.com.
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.
Bruce Ballentine
VP-Sr Credit Officer
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
Sarah Hibler
Associate Managing Director
Financial Institutions Group
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
Releasing Office:
Moody’s Investors Service, Inc.
250 Greenwich Street
New York, NY 10007
U.S.A.
JOURNALISTS: 1 212 553 0376
Client Service: 1 212 553 1653
© 2021 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their
licensors and affiliates (collectively, “MOODY’S”). All rights reserved.
CREDIT RATINGS ISSUED BY MOODY’S CREDIT RATINGS AFFILIATES ARE THEIR CURRENT
OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS,
OR DEBT OR DEBT-LIKE SECURITIES, AND MATERIALS, PRODUCTS, SERVICES AND
INFORMATION PUBLISHED BY MOODY’S (COLLECTIVELY, “PUBLICATIONS”) MAY INCLUDE
SUCH CURRENT OPINIONS. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN
ENTITY MAY NOT MEET ITS CONTRACTUAL FINANCIAL OBLIGATIONS AS THEY COME
DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT OR IMPAIRMENT.
SEE APPLICABLE MOODY’S RATING SYMBOLS AND DEFINITIONS PUBLICATION FOR
INFORMATION ON THE TYPES OF CONTRACTUAL FINANCIAL OBLIGATIONS ADDRESSED
BY MOODY’S CREDIT RATINGS. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK,
INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE
VOLATILITY. CREDIT RATINGS, NON-CREDIT ASSESSMENTS (“ASSESSMENTS”), AND
OTHER OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS
OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE
QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS
OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. AND/OR ITS AFFILIATES.
MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS DO
NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND MOODY’S
CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS ARE NOT AND
DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR
SECURITIES. MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND
PUBLICATIONS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY
PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS, ASSESSMENTS AND
OTHER OPINIONS AND PUBLISHES ITS PUBLICATIONS WITH THE EXPECTATION AND
UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY
AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE,
HOLDING, OR SALE.
MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS, AND PUBLICATIONS
ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS
AND INAPPROPRIATE FOR RETAIL INVESTORS TO USE MOODY’S CREDIT RATINGS,
ASSESSMENTS, OTHER OPINIONS OR PUBLICATIONS WHEN MAKING AN INVESTMENT
DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER
PROFESSIONAL ADVISER.
ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT
LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR
OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED,
DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR
ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY
MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.
MOODY’S CREDIT RATINGS, ASSESSMENTS, OTHER OPINIONS AND PUBLICATIONS ARE
NOT INTENDED FOR USE BY ANY PERSON AS A BENCHMARK AS THAT TERM IS DEFINED
FOR REGULATORY PURPOSES AND MUST NOT BE USED IN ANY WAY THAT COULD RESULT
IN THEM BEING CONSIDERED A BENCHMARK.
All information contained herein is obtained by MOODY’S from sources believed by it to be
accurate and reliable. Because of the possibility of human or mechanical error as well as other
factors, however, all information contained herein is provided “AS IS” without warranty of any kind.
MOODY’S adopts all necessary measures so that the information it uses in assigning a credit
rating is of sufficient quality and from sources MOODY’S considers to be reliable including, when
appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot
in every instance independently verify or validate information received in the rating process or in
preparing its Publications.
To the extent permitted by law, MOODY’S and its directors, officers, employees, agents,
representatives, licensors and suppliers disclaim liability to any person or entity for any indirect,
special, consequential, or incidental losses or damages whatsoever arising from or in connection
with the information contained herein or the use of or inability to use any such information, even if
MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers
is advised in advance of the possibility of such losses or damages, including but not limited to:
(a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant
financial instrument is not the subject of a particular credit rating assigned by MOODY’S.
To the extent permitted by law, MOODY’S and its directors, officers, employees, agents,
representatives, licensors and suppliers disclaim liability for any direct or compensatory losses
or damages caused to any person or entity, including but not limited to by any negligence (but
excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt,
by law cannot be excluded) on the part of, or any contingency within or beyond the control of,
MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers,
arising from or in connection with the information contained herein or the use of or inability to use
any such information.
NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS,
COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF
ANY CREDIT RATING, ASSESSMENT, OTHER OPINION OR INFORMATION IS GIVEN OR MADE
BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER.
Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s
Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and
municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s
Investors Service, Inc. have, prior to assignment of any credit rating, agreed to pay to Moody’s
Investors Service, Inc. for credit ratings opinions and services rendered by it fees ranging from
$1,000 to approximately $5,000,000. MCO and Moody’s Investors Service also maintain policies
and procedures to address the independence of Moody’s Investors Service credit ratings and credit
rating processes. Information regarding certain affiliations that may exist between directors of MCO
and rated entities, and between entities who hold credit ratings from Moody’s Investors Service and
have also publicly reported to the SEC an ownership interest in MCO of more than 5{21df340e03e388cc75c411746d1a214f72c176b221768b7ada42b4d751988996}, is posted
annually at
www.moodys.com
under the heading “Investor Relations — Corporate Governance —
Director and Shareholder Affiliation Policy.”
Additional terms for Australia only: Any publication into Australia of this document is pursuant to the
Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited
ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136
972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale
clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access
this document from within Australia, you represent to MOODY’S that you are, or are accessing
the document as a representative of, a “wholesale client” and that neither you nor the entity you
represent will directly or indirectly disseminate this document or its contents to “retail clients” within
the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as
to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or
any form of security that is available to retail investors.
Additional terms for Japan only: Moody’s Japan K.K. (“MJKK”) is a wholly-owned credit rating agency
subsidiary of Moody’s Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc.,
a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating
agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization
(“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-
NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated
obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit
rating agencies registered with the Japan Financial Services Agency and their registration numbers
are FSA Commissioner (Ratings) No. 2 and 3 respectively.
MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including
corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated
by MJKK or MSFJ (as applicable) have, prior to assignment of any credit rating, agreed to pay to
MJKK or MSFJ (as applicable) for credit ratings opinions and services rendered by it fees ranging
from JPY125,000 to approximately JPY550,000,000.
MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory
requirements.

