telefonaktiebolaget lm ericsson huawei ... operations support systems (“oss”) and business...

8
CORPORATES CREDIT OPINION 6 July 2016 Update RATINGS Telefonaktiebolaget LM Ericsson Domicile Sweden Long Term Rating Baa1 Type Senior Unsecured - Fgn Curr Outlook Stable 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. Contacts Alejandro Núñez 44-20-7772-1389 VP-Senior Analyst [email protected] Mikel Zabala 44-20-7772-5620 Associate Analyst [email protected] Ivan Palacios 34-91-768-8229 Associate Managing Director [email protected] Telefonaktiebolaget LM Ericsson Ericsson: Update to Credit Opinion and Key Rating Considerations Summary Rating Rationale Ericsson's Baa1 long-term rating reflects the company's strong market position in wireless communications equipment and its deeply entrenched position within the telecom industry. These strengths are partly offset by the competition amongst telecom equipment vendors, technology risks related to the development of future generations of mobile telecoms equipment as well as the company's large exposure to telecom operators with its attendant price pressure and cyclical capital spending. The rating also reflects expectations that Ericsson's operating performance will improve over time whilst maintaining adequate debt metrics as evidenced by a gross debt to EBITDA ratio (Moody's adjusted) around 1.5x. At the current rating level, we also expect the company's operating margin to continue to move towards 10% over the next year, and to be sustained thereafter above that level, leading as well to positive free cash flow generation. Ericsson continues to be weakly positioned at its current Baa1 rating level especially with regard to profitability and free cash flow generation. The rating also factors in expectations that Ericsson will maintain shareholder returns within the limits of its free cash flow generation after considering acquisition opportunities. Credit Strengths » Strong global market position and scale in wireless equipment, broad geographic diversification » Strategic focus on services should lead to less earnings cyclicality than networking hardware sales » Gradual growth from newer target market areas although these will require near-term investments » Broadly stable credit protection metrics and a strong liquidity position Credit Challenges » Weak market outlook for global wireless capex spend in 2016-2017 leading to Networks revenue contraction » Subdued near-term profitability and higher investments particularly in Global Services division » Competition and technological risks remain long term threats

Upload: hoangnhi

Post on 13-May-2018

231 views

Category:

Documents


1 download

TRANSCRIPT

Page 1: Telefonaktiebolaget LM Ericsson Huawei ... Operations Support Systems (“OSS”) and Business Support Systems ... 4 6 July 2016 Telefonaktiebolaget LM Ericsson:

CORPORATES

CREDIT OPINION6 July 2016

Update

RATINGSTelefonaktiebolaget LM Ericsson

Domicile Sweden

Long Term Rating Baa1

Type Senior Unsecured - FgnCurr

Outlook Stable

Please see the ratings section at the end of this reportfor more information.The ratings and outlook shownreflect information as of the publication date.

Contacts

Alejandro Núñez 44-20-7772-1389VP-Senior [email protected]

Mikel Zabala 44-20-7772-5620Associate [email protected]

Ivan Palacios 34-91-768-8229Associate [email protected]

Telefonaktiebolaget LM EricssonEricsson: Update to Credit Opinion and Key RatingConsiderations

Summary Rating RationaleEricsson's Baa1 long-term rating reflects the company's strong market position in wirelesscommunications equipment and its deeply entrenched position within the telecom industry.These strengths are partly offset by the competition amongst telecom equipment vendors,technology risks related to the development of future generations of mobile telecomsequipment as well as the company's large exposure to telecom operators with its attendantprice pressure and cyclical capital spending.

The rating also reflects expectations that Ericsson's operating performance will improve overtime whilst maintaining adequate debt metrics as evidenced by a gross debt to EBITDA ratio(Moody's adjusted) around 1.5x. At the current rating level, we also expect the company'soperating margin to continue to move towards 10% over the next year, and to be sustainedthereafter above that level, leading as well to positive free cash flow generation. Ericssoncontinues to be weakly positioned at its current Baa1 rating level especially with regardto profitability and free cash flow generation. The rating also factors in expectations thatEricsson will maintain shareholder returns within the limits of its free cash flow generationafter considering acquisition opportunities.

Credit Strengths

» Strong global market position and scale in wireless equipment, broad geographicdiversification

» Strategic focus on services should lead to less earnings cyclicality than networkinghardware sales

» Gradual growth from newer target market areas although these will require near-terminvestments

» Broadly stable credit protection metrics and a strong liquidity position

Credit Challenges

» Weak market outlook for global wireless capex spend in 2016-2017 leading to Networksrevenue contraction

» Subdued near-term profitability and higher investments particularly in Global Servicesdivision

» Competition and technological risks remain long term threats

Page 2: Telefonaktiebolaget LM Ericsson Huawei ... Operations Support Systems (“OSS”) and Business Support Systems ... 4 6 July 2016 Telefonaktiebolaget LM Ericsson:

MOODY'S INVESTORS SERVICE CORPORATES

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 onwww.moodys.com for the most updated credit rating action information and rating history.

2 6 July 2016 Telefonaktiebolaget LM Ericsson: Ericsson: Update to Credit Opinion and Key Rating Considerations

Rating OutlookThe stable outlook factors in our expectations that Ericsson will maintain its strong market positions, gradually improve profitabilitythrough 2017 and maintain a moderate level of leverage. Quantitatively, the stable outlook reflects expectations that Ericsson willachieve Moody's adjusted operating margins in low double-digits by 2017, Gross Debt/EBITDA of around 1.5x and Retained Cash Flow(RCF) to gross debt of 25%, based on Moody's calculations and adjustments.

Factors that Could Lead to an UpgradeMoody's would consider an upgrade if Ericsson were able to materially strengthen its market positions, achieve and sustain operatingmargins in mid double-digits, reduce gross debt/EBITDA sustainably below 1.25x and increase RCF/debt sustainably above 30%.

Factors that Could Lead to a DowngradeWe would consider a downgrade of Ericsson's rating if we expected a sustained erosion in the company's market positions, operatingmargins remaining in single-digit territory, sustained leverage above 1.75x or RCF/gross debt below 20%. A temporary erosion in thecompany's strong liquidity position could be justified in the event of strategic acquisitions.

Key Indicators

Exhibit 1

All ratios are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations.

Source: Moody's Financial Metrics

Detailed Rating Considerations

1. STRONG GLOBAL MARKET POSITION AND SCALE IN WIRELESS EQUIPMENT; BROAD GEOGRAPHIC DIVERSIFICATION

Ericsson is a market leading provider of network infrastructure and services for mobile and fixed communications including 2G, 3Gand 4G wireless radio, Internet Protocol (“IP”) and transport networks. Ericsson's clear strategic focus on key segments of the globaltelecom equipment industry has historically translated into technology leadership, strong customer relationships and economies ofscale in R&D and production. Following the combination of Nokia and Alcatel-Lucent in early 2016, we do not expect further materialshifts in global telecoms equipment market shares as the level of price-based competition between the main players appears to haveabated somewhat, compared to the 2011-2014 period.

In FY2015, the sales of networking equipment hardware generated more than half of Ericsson's revenues (SEK123.7 billion in FY2015with a reported operating margin of 10%), with the majority of this coming from the cellular wireless market in which Ericsson holdsa strong position. The company has strong market positions in mobile networks where its market share is approximately a third ofthe global market. In the networking equipment markets, it competes primarily against Nokia/Alcatel-Lucent (Ba1 Stable), Huawei(unrated) and ZTE (unrated). In IP networks, however, Ericsson's market position currently ranks behind that of Cisco (A1 stable),Juniper (Baa2 negative), Nokia/Alcatel-Lucent and also Huawei.

Geographically, revenues are well diversified across all major regions with the US, Europe, Asia and Rest of the World representingapproximately 25% of group sales each.

Page 3: Telefonaktiebolaget LM Ericsson Huawei ... Operations Support Systems (“OSS”) and Business Support Systems ... 4 6 July 2016 Telefonaktiebolaget LM Ericsson:

MOODY'S INVESTORS SERVICE CORPORATES

3 6 July 2016 Telefonaktiebolaget LM Ericsson: Ericsson: Update to Credit Opinion and Key Rating Considerations

2. STRATEGIC FOCUS ON SERVICES SHOULD LEAD TO LESS EARNINGS CYCLICALITY THAN NETWORKING

We expect the company to continue its ongoing transformation from a supplier of hardware to a services/software company. Ericssonintends to further increase the proportion of revenues coming from services and software to 75% by 2020 from 66% currently thuspotentially leading to greater revenue, earnings and cash flow stability while potentially also translating into eventually higher growth.

We view positively the company's high share of service revenues (SEK108 billion in 2015 with a reported operating margin of 8%) dueto the recurring nature of these earnings compared to equipment sales despite having lower gross margins. Within Global Services,the Professional Services business (comprising 76% of Global Services revenues) exhibits fair growth potential, EBIT margins around12% and a high rate of recurrent business. This is, however, offset by low or even negative margins and highly cyclical Network Rolloutrevenues (c. 24% of Global Services division revenues).

The company estimates its share of the highly fragmented global telecom services market is between 10-15%, ahead of its closestcompetitors Huawei (not rated) and Nokia/ Alcatel-Lucent (Ba1 Stable). In the Professional Services segment Ericsson also competesagainst IBM (Aa3 negative), Accenture (A1 stable) and Hewlett Packard Enterprise Company (Baa2 stable).

3. GRADUAL GROWTH FROM NEWER TARGET AREAS ALTHOUGH THESE WILL REQUIRE INVESTMENTS

Ericsson intends to become a leading player in the converging telecom equipment, IT and media industries by capitalizing on itsexisting leadership positions. The company is also focusing on gaining share in IP routers by leveraging its strong core positions towardcloud-based virtualized applications and expanding into other adjacent markets.

In addition to its core business markets of Radio/Core/Transmission networks and Telecom Services, whose size Ericsson estimates tobe US$150 billion (in 2014) growing at a CAGR of 1-3% from 2014-2018, Ericsson is also targeting growth in five new market areas.These include: (1) IP Networks; (2) Cloud; (3) Operations Support Systems (“OSS”) and Business Support Systems (“BSS”); (4) TV &Media; and, (5) Industry & Society. Ericsson estimates the size of these markets collectively is around US$140 billion (as of 2014) andgrowing at a CAGR of 10% through 2018.

For example, Ericsson’s Support Solutions segment (SEK15 billion of revenues in FY2015 with a reported operating margin of 10%)focuses on software for OSS/BSS, TV & Media and m-commerce. Most of the companies active in services also compete in the supportsolutions market where Ericsson claims it is one of the market’s three largest players.

Over the past two years, the company has strengthened its position in TV & Media through small-sized acquisitions as it believes thesemarkets will converge with telecom (video is already the single largest contributor to traffic in mobile networks) and that it will be ableto leverage its own assets and telecom sector expertise to capture strong expected growth in adjacent and related markets. As a resultof this focus, Ericsson aims to transform itself into a leading Information and Communications Technology (“ICT”) solutions provider.The company’s focus on these new market areas should also serve to broaden its customer sector concentration beyond the telecomoperators (approximately 90% of Ericsson’s 2015 revenues derived from telecom operators).

Similar to other technology firms, Ericsson uses acquisitions to enhance its own R&D efforts. It has built its market leading positionsinternally whilst making use of partnerships and generally small acquisitions to fill out gaps in competencies and/or enter new growthareas. Typically, acquired companies have developed a technology that complements Ericsson's strategy. Overall, Ericsson has spentSEK26 billion on acquisitions in the last 5 years. We expect Ericsson will continue spending approximately SEK4 billion annually overthe next few years on selective acquisitions in order to build its services capabilities especially in these newer target market areas ofvideo and software.

Although we recognize these new market areas’ market size as comparable, in aggregate, and their growth potential as higher than thatof Ericsson’s core business segments, we nevertheless acknowledge that building them will require investments over the next few yearsprimarily in the form of small and mid-sized bolt-on acquisitions. Until they achieve sufficient scale relative to Ericsson’s core Networksand Global Services divisions, their contributions to Ericsson’s group revenues and operating earnings will be proportionately modest.

Page 4: Telefonaktiebolaget LM Ericsson Huawei ... Operations Support Systems (“OSS”) and Business Support Systems ... 4 6 July 2016 Telefonaktiebolaget LM Ericsson:

MOODY'S INVESTORS SERVICE CORPORATES

4 6 July 2016 Telefonaktiebolaget LM Ericsson: Ericsson: Update to Credit Opinion and Key Rating Considerations

4. WEAK MARKET OUTLOOK FOR GLOBAL WIRELESS CAPEX IN 2016-2017

Global spending on telecoms equipment is likely to be lower in 2016-2017 than it was in the previous three years. We expect areduction in global telecoms equipment spend of approximately 6% in 2016 and a further 5% in 2017. A decline in Chinese telecomoperators’ capex, due predominantly to a slowdown in LTE rollouts, is expected to contribute to roughly half of the decline in globalwireless capex spend in 2016-2017. Telecom operators’ spending on wireless equipment in other emerging markets and in Europeis also expected to continue declining in 2016-2017 while spending is expected to be broadly stable or near flat in North America.In addition, a lull in the telecoms technology cycle until 5G ramps from 2019-2020 onward will contribute to lower spending onequipment by telecom operators. In the meantime, densification (e.g. small cells) and software upgrades to LTE-A and LTE-A Pro couldmitigate, to an extent, the anticipated drop in hardware spending.

Ericsson has provided a revenue CAGR target of 2-4% over the 2014-2020 period for its core and target markets in which it believes itcan outperform thanks to its focus on higher growth areas. The market outlook remains challenging, however, and we currently expectnegative mid single-digit revenue growth over the next year.

Against this market backdrop, competition remains a risk to vendors' margins given the oligopolistic nature of each market as well asthe increasing standardization of their product offering which results in endemic price pressure. The merger consummated betweenNokia and Alcatel-Lucent in early 2016 may lead to more disciplined industry pricing and a stable competitive dynamic although it isyet too early to be able to observe that in the marketplace.

5. SUBDUED NEAR-TERM PROFITABILITY AND HIGHER INVESTMENTS PARTICULARLY IN SERVICES

Ericsson's operating performance has been affected by a decline in gross margins in the past five years, caused by competitivepressure, higher services in the revenue mix, and the lower or even negative margins of the network rollouts for the European networkmodernization projects. In the last five years, operating margins have been in the mid to high single digit range and stood at 8.9% inthe 12 months ended 31 March 2016, based on Moody's adjusted figures (which, amongst other adjustments, includes restructuringexpenses).

Exhibit 2

Adjusted Operating Margin

Source: Moody’s Financial Metrics

Profitability patterns in Ericsson’s Global Services division continue to be rather variable with, for example, a weak EBITA margin in Q12016 of c. 5%. As is typical of this market segment, there are upfront investments and costs which dilute margins in the initial stagesof network transformation projects. However, it appears that margin improvement in this segment will be gradual as Ericsson aimsto improve profitability on its contracts over the next few years. Longer term, it remains to be seen whether the company is able tosucceed in its new targeted areas while also sustainably controlling operating expenses. We expect no meaningful change to R&D costswhich are driven primarily by rising investments in IP and ICT centers.

Page 5: Telefonaktiebolaget LM Ericsson Huawei ... Operations Support Systems (“OSS”) and Business Support Systems ... 4 6 July 2016 Telefonaktiebolaget LM Ericsson:

MOODY'S INVESTORS SERVICE CORPORATES

5 6 July 2016 Telefonaktiebolaget LM Ericsson: Ericsson: Update to Credit Opinion and Key Rating Considerations

6. NEED TO EXECUTE ON RESTRUCTURING PLAN

Ericsson announced a new major cost reduction plan in November 2014 aimed at reducing operating costs by SEK9 billion by the endof 2017, with restructuring costs between SEK3-4 billion. In Q1 2016 Ericsson increased the plan’s estimated restructuring costs for2016 to SEK 4-5 billion without concurrently raising the targeted cost savings. The expected savings include both COGS and fixed costsas well as the closure of the Modem business effected in 2015.

Exhibit 3

Global Cost and Efficiency Program (SEK bn)

Source: Company presentation

In FY2016, Ericsson's operating margin is likely to be capped at a high single-digit level, in our view, reflecting a continuingreadjustment of costs to the slowing revenue environment in both the Networks and Global Services divisions. This should besomewhat balanced by the ongoing cost efficiency program. Although progress in Ericsson’s cost savings program has yet to manifestitself significantly in Ericsson’s operating margins to date, we highlight that the company will need to achieve the targeted savings inorder to largely offset the revenue and underlying earnings headwinds we project for the business over the next 18 months.

While we expect Ericsson's key credit metrics to remain below our expectations for the current Baa1 rating over the next 12 months, wenevertheless expect them to improve toward the latter half of FY 2017 when more of the benefits of the ongoing restructuring plansshould be more evident.

7. BROADLY STABLE CREDIT METRICS

In the 12 months to 31 March 2016, leverage (measured as Gross debt to EBITDA) was 1.9x, EBIT interest cover was 9.1x and RetainedCash Flow (RCF) / Gross debt was 22%. From SEK23.6 billion of Cash Flow from Operations, Ericsson generated SEK1.1 billion of FreeCash Flow after funding SEK 11.1 billion of capex and distributing SEK11.1 billion in dividends.

Page 6: Telefonaktiebolaget LM Ericsson Huawei ... Operations Support Systems (“OSS”) and Business Support Systems ... 4 6 July 2016 Telefonaktiebolaget LM Ericsson:

MOODY'S INVESTORS SERVICE CORPORATES

6 6 July 2016 Telefonaktiebolaget LM Ericsson: Ericsson: Update to Credit Opinion and Key Rating Considerations

Exhibit 4

EBITDA Waterfall FY2015 (SEK bn)

Source: Moody’s Financial Metrics

Exhibit 5

Gross Debt Waterfall FY2015 (SEK bn)

Source: Moody’s Financial Metrics

Ericsson reported gross debt of SEK24.5 billion at the end of March 2016 and cash and cash equivalents of SEK61 billion at thesame date. Moody's adjustments to Ericsson FY2015 reported debt are comprised primarily of SEK22.6 billion related to pensionobligations and SEK13.3 billion related to operating leases. Moody's operating lease adjustment declined in FY2015 to reflect a changein Moody's operating lease rating methodology implemented in June 2015 which broadly lowered the adjustment factor multiple forEricsson's industry. Ericsson's pension obligations doubled during its FY2014 compared to the previous year due to changes in actuarialassumptions such as a lower discount rate.

However, the weaker debt metrics also reflect a continuation of Ericsson’s weaker than historical operating performance. We projectEricsson’s operating margins will improve again in FY2017 toward our the expectations for the current rating and in high single-digitsover the next 12 months.

Liquidity AnalysisEricsson's liquidity profile is strong and supportive of the rating although liquidity strength is necessary to accommodate the cyclicaldemand swings and intense competition common to Ericsson’s industry.

The group held SEK61 billion of cash and marketable securities at the end of March 2016. We understand that the company is generallyable to access its cash balances in these countries to meet external and internal obligations and that only a small fraction is effectivelyrestricted. In addition, Ericsson has access to an unused $2.0 billion revolving credit facility maturing in 2020 with two extensionoptions of one year each. The facility contains neither financial covenants nor material adverse change conditions for drawdowns.

Page 7: Telefonaktiebolaget LM Ericsson Huawei ... Operations Support Systems (“OSS”) and Business Support Systems ... 4 6 July 2016 Telefonaktiebolaget LM Ericsson:

MOODY'S INVESTORS SERVICE CORPORATES

7 6 July 2016 Telefonaktiebolaget LM Ericsson: Ericsson: Update to Credit Opinion and Key Rating Considerations

We expect Ericsson to generate positive free cash flow in FY2016 and in FY2017. The company has no significant short term debtmaturities while SEK4.9 billion of notes mature in June 2017.

Corporate ProfileWith revenues of SEK246.9 billion in FY2015, Telefonaktiebolaget LM Ericsson (“Ericsson”) is a world-leading provider oftelecommunications equipment and related services to mobile and fixed network operators globally. Its equipment is used by over1,000 networks in more than 180 countries and around 40% of the global mobile traffic passes through its systems. Networksrepresented 50%, Support Solutions 6% and Global Services 44% of group revenues in FY2015. The company's largest shareholders areInvestor AB (Aa3 stable) and AB Industrivärden (unrated), with voting rights of 21.5% and 15.2%, respectively.

Rating Methodology and Scorecard FactorsThe grid-indicated outcome from Moody's Diversified Technology rating methodology (published in December 2015) is Baa2 (onenotch below the actual rating of Baa1), based on financial figures for the 12 months to 31 March 2016. Based on our 12-18 monthsforward view through the end of FY 2017 the grid-indicated rating is Baa1 (in line with the current rating). While we expect Ericsson'skey credit metrics to remain below the expectations for the current rating through mid-2017, we expect them to recover toward theend of 2017 by which time more benefits of Ericsson’s ongoing restructuring measures should materialize.

Exhibit 6

[1] All ratios are based on 'Adjusted' financial data and incorporate Moody's Global Standard Adjustments for Non-Financial Corporations.[2] As of 3/31/2016(L)[3] This represents Moody's forward view; not the view of the issuer; and unless noted in the text, does not incorporate significant acquisitions and divestituresSource: Moody's Financial Metrics

Ratings

Exhibit 7Category Moody's RatingTELEFONAKTIEBOLAGET LM ERICSSON

Outlook StableSenior Unsecured Baa1

Source: Moody's Investors Service

Page 8: Telefonaktiebolaget LM Ericsson Huawei ... Operations Support Systems (“OSS”) and Business Support Systems ... 4 6 July 2016 Telefonaktiebolaget LM Ericsson:

MOODY'S INVESTORS SERVICE CORPORATES

8 6 July 2016 Telefonaktiebolaget LM Ericsson: Ericsson: Update to Credit Opinion and Key Rating Considerations

© 2016 Moody's Corporation, Moody's Investors Service, Inc., Moody's Analytics, Inc. and/or their licensors and affiliates (collectively, "MOODY'S"). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES ("MIS") ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDITRISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY'S ("MOODY'SPUBLICATIONS") MAY INCLUDE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKESECURITIES. MOODY'S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANYESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKETVALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY'S OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICALFACT. MOODY'S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHEDBY MOODY'S ANALYTICS, INC. CREDIT RATINGS AND MOODY'S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDITRATINGS AND MOODY'S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDITRATINGS NOR MOODY'S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGSAND PUBLISHES MOODY'S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY ANDEVALUATION 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 FORRETAIL INVESTORS TO USE MOODY'S CREDIT RATINGS OR MOODY'S PUBLICATIONS WHEN MAKING AN INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACTYOUR 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, REDISTRIBUTEDOR 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 ANYPERSON 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 wellas 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 ituses 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 anyindirect, 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 anysuch 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 ordamages, 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 aparticular 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 compensatorylosses 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 theavoidance 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 SUCHRATING 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 (includingcorporate 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 maintainpolicies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO andrated 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 atwww.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 InvestorsService 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 intendedto 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, yourepresent 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 orindirectly 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 asto 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 recklessand 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 otherprofessional 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'sOverseas 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 NationallyRecognized Statistical Rating Organization ("NRSRO"). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by anentity 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 registeredwith 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 preferredstock 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 feesranging from JPY200,000 to approximately JPY350,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.

REPORT NUMBER 1033929