Credit Opinion: Royal Bank of Scotland Group plc Global Credit Research - 23 Mar 2015 Edinburgh, United Kingdom Ratings Category Outlook Senior Unsecured Subordinate Jr Subordinate Pref. Stock Pref. Stock Non-cumulative Preference Shelf Commercial Paper Other Short Term Moody's Rating Rating(s) Under Review *Baa2 **B1 ***B1 (hyb) ***B1 (hyb) ***B2 (hyb) **(P)B2 *P-2 *(P)P-2 The Royal Bank of Scotland plc Outlook Bank Deposits Baseline Credit Assessment Adjusted Baseline Credit Assessment Senior Unsecured Subordinate -Fgn Curr Subordinate -Dom Curr Jr Subordinate Commercial Paper Other Short Term Rating(s) Under Review **Baa1/P-2 ba1 ba1 ***Baa1 Ba3 Ba2 Ba3 (hyb) P-2 (P)P-2 Royal Bank of Scotland plc, Australia Branch Outlook Senior Unsecured MTN Other Short Term Rating(s) Under Review ***(P)Baa1 (P)P-2 * Placed under review for possible downgrade on March 17, 2015 ** Rating(s) within this class was/were placed on review on March 17, 2015 *** Placed under review for possible upgrade on March 17, 2015 Contacts Analyst Andrea Usai/London Alessandro Roccati/London Robert Young/New York City Phone 44.20.7772.5454 1.212.553.1653 Key Indicators Royal Bank of Scotland Group plc (Consolidated Financials)[1] [2]9-14 [2]12-13 [3]12-12 [3]12-11 [3]12-10 Avg. [2]9-14 [2]12-13 [3]12-12 [3]12-11 [3]12-10 784,456.0 785,042.0 938,389.01,055,791.01,123,179.0 [4]-8.6 Total Assets (GBP million) 1,006,700.5 943,605.51,156,970.21,263,959.71,310,812.2 [4]-6.4 Total Assets (EUR million) 1,271,712.71,300,233.51,525,339.71,640,802.91,758,511.7 [4]-7.8 Total Assets (USD million) 45,839.6 44,638.7 51,443.1 54,312.2 57,949.4 [4]-5.7 Tangible Common Equity (GBP million) 58,826.4 53,654.9 63,425.8 65,020.8 67,630.2 [4]-3.4 Tangible Common Equity (EUR million) 74,312.3 73,933.3 83,620.1 84,406.5 90,728.8 [4]-4.9 Tangible Common Equity (USD million) -8.9 8.5 8.1 6.8 [5]8.1 Problem Loans / Gross Loans (%) 12.0 11.6 11.2 12.4 12.4[6]11.8 Tangible Common Equity / Risk Weighted Assets (%) -53.2 52.8 52.1 46.8[5]51.2 Problem Loans / (Tangible Common Equity + Loan Loss Reserve) (%) 1.4 1.3 1.0 1.2 1.0 [5]1.2 Net Interest Margin (%) 1.1 0.3 1.1 1.7 1.9 [6]0.7 PPI / Average RWA (%) 0.5 -0.8 -0.2 -0.2 -0.4 [5]-0.2 Net Income / Tangible Assets (%) 77.9 92.2 79.1 74.4 65.8[5]77.9 Cost / Income Ratio (%) 35.2 34.0 40.7 46.5 49.4[5]41.2 Market Funds / Tangible Banking Assets (%) 22.3 39.4 41.1 42.4 39.8[5]37.0 Liquid Banking Assets / Tangible Banking Assets (%) 92.9 92.5 92.0 98.1 105.3[5]96.2 Gross Loans / Total Deposits (%) Source: Moody's [1] All figures and ratios are adjusted using Moody's standard adjustments [2] Basel III - fully-loaded or transitional phase-in; IFRS [3] Basel II; IFRS [4] Compound Annual Growth Rate based on IFRS reporting periods [5] IFRS reporting periods have been used for average calculation [6] Basel III - fully-loaded or transitional phase-in & IFRS reporting periods have been used for average calculation Opinion SUMMARY RATING RATIONALE This credit opinion refers to the Royal Bank of Scotland Group plc (RBSG), which is the group holding company. However, our analysis focuses on Royal Bank of Scotland plc (RBS), the main operating entity, accounting for the vast majority of the group's total assets. On 17 March 2015, we placed RBSG's Baa2 senior unsecured long-term debt and its Prime-2 short-term ratings on review for downgrade. The ratings for the junior instruments of RBSG were placed on review for upgrade. At the same time, we placed RBS's Baa1 long-term debt and deposit ratings on review for upgrade. RBS's Prime2 short-term ratings and those of its junior subordinated debt instruments were unaffected by this rating action. RBS's ba1 standalone credit assessment reflects (1) the challenges the group continues to face in implementing its complex restructuring, despite substantial progress achieved thus far, (2) the group's still sizeable global capital markets business, despite downsizing achieved over the last several quarters, whose earnings are inherently volatile and riskier than those from retail and commercial banking activities; (3) its still weak (albeit improving at a rapid pace) asset quality profile driven by exposure to Ireland, the commercial real-estate (CRE) sector and other non-performing assets; (4) weak profitability; and (5) past risk management failings. These factors are somewhat mitigated by (1) strong underlying earnings from non-investment banking activities which are however currently being eroded by high conduct-related cost and litigation charges; (2) the group's strong de-risking and restructuring track record; (3) adequate and improving capitalisation, which in our view could still experience some volatility in the run-up to the completion of the group's overall restructuring plan; and (4) sound liquidity and funding positions. The review for upgrade on the long-term deposit and debt ratings for RBS, the review for downgrade on the longterm debt ratings for RBSG and the review for upgrade on the ratings for RBSG's junior instruments, were underpinned by the bank's standalone credit strength but also take into account the introduction of our new methodology, and specifically our advanced Loss Given Failure (LGF) analysis. RBS'S RATING IS SUPPORTED BY ITS `STRONG+' MACRO PROFILE RBS's Strong+ Macro Profile is driven by its exposure to the UK and North America to which we assign `Very Strong-` Macro Profiles, partly offset by its exposures to Ireland and the rest of the EU, which are weaker. As one of the largest banks in the UK, RBS benefits from operating in a wealthy and developed country with a very high degree of economic, institutional and government financial strength as well as very low susceptibility to event risk. The main risks to the system stem from the high level of indebtness of the UK households sector, which is sensitive to changes in interest rates. UK banks are largely funded by deposits and banks' funding structure has remained relatively stable in the past few years, with slight increases in capital and internal funds, as well as a decline in short-term funding. The UK banking sector is relatively concentrated and the price-setting dominance of large banks is somewhat challenged by competition from the shadow banking market. RATING DRIVERS - RBS's ambitious and complex overall restructuring poses short-term risks to bondholders but will eventually improve its credit profile - We expect RBS's capitalisation to continue to improve in the medium term as the bank progresses its deleveraging plan, but it remains vulnerable to short-term shocks - RBS's capital markets activities have been reduced but remain sizeable and will continue to constrain its credit profile, until further planned material reduction is achieved - Asset quality remains weak compared to UK peers but it is improving rapidly, as the RCR wind-down is progressed and credit conditions in the UK and Ireland continue to improve - RBS's retail and commercial banking activities provide sizeable "shock-absorbers" but these continue to be eroded by ongoing conduct and litigation costs - Liquidity and funding are currently sound - Moderate probability of government support resulting in a one-notch uplift incorporated in RBS's long-term debt and deposit ratings RATING OUTLOOK The review for upgrade on the long-term deposit and debt ratings for RBS was triggered by the introduction of our new methodology, specifically the advanced Loss Given Failure (LGF) analysis, which applies to the group, given that it is subject to an operational resolution regime under the Bank Recovery and Resolution Directive (BRRD). Our advanced LGF analysis on these ratings was not conclusive and led us to place them on review. The review will focus on the firm's liability structure, in particular the amount of senior long-term debt outstanding, and the amount of debt that is subordinated to it. We expect RBS's long-term deposit and debt ratings to be affirmed, depending on the degree of loss-given-failure, and to include one notch of government support, reflecting a moderate probability of systemic support. The review for downgrade on the long-term debt ratings for RBSG will focus on the same variables. However, we expect a more significant downgrade of two notches to the senior debt issued by the group's holding company, because (1) it will likely benefit from less protection in the liability structure and thus face a moderate level of lossgiven-failure, and (2) we believe the probability of government support for holding company obligations to be low, resulting in no systemic support uplift. The review for upgrade on RBSG's junior instruments will likewise consider the group's liability structure. We expect to conclude that these instruments face a high loss-given-failure. We continue to assess the probability of government support for the subordinated instruments issued by RBS and RBSG as low, leading to no systemic support uplift for these instruments, as is currently the case. WHAT COULD CHANGE THE RATING - UP Upward pressure on RBS's ba1 standalone credit assessment could develop over the short- to medium term if the bank were to return to sustainable profitability and generate capital organically. A tangible reduction of downside risks posed by the group's overall restructuring would lead us to increase the bank's BCA. The planned reduction of the bank's capital markets operations could also be positive for the BCA because these activities are inherently risky and thus further constrain the bank's credit ratings. A positive change in the bank's BCA would likely affect all ratings. RBS's senior unsecured debt and deposit ratings could also be upgraded if the holding company were to issue significant amounts of long-term debt. WHAT COULD CHANGE THE RATING - DOWN Downward pressure on RBS's ba1 standalone credit assessment could develop if the bank's restructuring and derisking strategy failed to deliver improvements in its credit fundamentals, weakening its capital, asset quality, profitability and efficiency levels. A deterioration in the operating environment in which RBS operates and/or regulatory and litigation charges substantially higher than what we expect, could also result in a reduction of the BCA. A downward movement in RBS's standalone credit assessment would likely result in downgrades of all ratings. The long-term senior debt ratings of RBSG are on review for downgrade, driven by our review of the likely lossgiven-failure faced by these securities as well as the reduction in our assumptions with regard to the probability of government support. If we conclude that the group's liability structure is in line with our current understanding, we expect to downgrade RBSG's senior unsecured debt ratings by two notches and affirm RBS's long-term deposit and debt ratings at the current levels. DETAILED RATING CONSIDERATIONS The financial data in the following sections are sourced from RBS's financial statements unless otherwise stated. AMBITIOUS AND COMPLEX RESTRUCTURING POSES RISKS TO BONDHOLDERS BUT WILL EVENTUALLY IMPROVE ITS CREDIT PROFILE RBS is implementing a multi-year restructuring programme of all of its core operations, consisting of (1) consolidation of its operations into three main divisions and centralisation of support functions; (2) a very large downsizing of its international footprint and investment banking operations (management intends to reduce the corresponding risk-weighted assets (RWAs) to GBP35-40 billion by 2019); and (3) a substantial 40% reduction of its cost base. These initiatives are in addition to the accelerated wind-down of the bank's legacy asset portfolio (RBS Capital Resolution, RCR) and the full disposal of its US commercial banking operations, which management announced at the end of 2013. The restructuring of the group operations is intended to materially change its business mix, risk profile, and efficiency levels, making RBS a more efficient UK-focused bank with less risky operations. However, it clearly indicates that RBS's operations will not stabilise until this plan is delivered over the next 3-5 years. We view this initiative as ultimately positive for the bank's creditors because, if executed according to plan, it will (1) improve the bank's asset-quality profile; (2) reduce the group's overall risk profile and simplify its operations; (3) make the bank more efficient and restore its profitability; and (4) materially strengthen its solvency. Despite good progress made thus far, we believe that significant headwinds could still materialise in the short to medium term, challenging the execution of this restructuring, such as the crystallisation of unexpected conduct and litigation costs and high-profile pending investigations. This risk is particularly significant for RBS, given that in our view (1) the execution of this overall group restructuring will heavily weigh on the group's profits, impairing the bank's ability to generate capital internally (besides deleveraging being largely dependent on investors' appetite and market conditions); and (2) RBS's ability to raise fresh equity capital from external sources is somewhat constrained by its quasi-ownership by the UK government and its lack of willingness to inject further capital into the bank. This means that RBS's financial flexibility to absorb unexpected losses during the restructuring period remains constrained, despite recent material improvement in its regulatory capital position. Our assigned score of ba1 for Asset Risk reflects both the good improvement RBS has achieved in asset quality but also the still high level of operational risk associated with the execution of its restructuring. RBS'S CAPITAL MARKETS ACTIVITIES ARE STILL SIZEABLE AND WILL CONTINUE TO CONSTRAIN ITS CREDIT PROFILE, UNTIL PLANNED MATERIAL REDUCTION IS ACHIEVED RBS significantly restructured its investment banking operations (now part of the Corporate & Institutional Banking division) over the last few years, including the exit from several activities. However, it continues to retain a significant presence in global debt capital markets, despite the ongoing reduction of the bank's capital markets operations, including the more recent downsize of its securities business in the US. As part of the broader restructuring of its core operations, RBS has announced further substantial downsizing of its investment banking to GBP35-40 billion RWAs by 2019 (from around GBP107 billion RWAs at end-2014). Although the full details of this sizeable reduction have yet to be disclosed, RBS management has indicated that going forward, the objective of RBS's investment banking operations would be to support its corporate banking business. The ba1 scoring that we have assigned to the Asset Risk factor takes into account market risk that is carried by these still sizeable activities. Further reduction in capital markets could be positive for the ratings because revenues from these activities are inherently volatile, as they largely depend on market conditions. In addition, these activities are generally high consumers of regulatory capital. The high degree of volatility of capital markets revenues and inherent risks carried by this type of activity currently constrains the credit profile of RBS and those of its global peers and is reflected in a one-notch negative adjustment for opacity and complexity, in the qualitative section of our scorecard. ASSET QUALITY IS IMPROVING RAPIDLY AS THE RCR WIND-DOWN IS PROGRESSED AND CREDIT CONDITIONS IN THE UK AND IRELAND CONTINUE TO IMPROVE RBS's asset quality profile has improved materially - owed to the disposal of non-performing assets as part of the RCR wind-down - as indicated by a reduction in problem loans (defined as Risk Elements in Lending) as a proportion of gross loans to 6.8% at end-2014, from 9.4% a year earlier. We expect this positive trend to continue as the bank makes progress towards the completion of the RCR workout and our expectation of continued improvements in the operating environment in both the UK and Ireland. Despite this improvement, however, RBS's asset quality remains negatively affected by its exposures to Ireland and a sizeable portion of other non-performing loans, including UK CRE. If achieved as planned, we expect the wind-down of the RCR (which will largely be achieved by the end of 2015), to deliver further material improvement to the group's asset quality metrics. WE EXPECT RBS'S CAPITALISATION TO CONTINUE TO IMPROVE IN THE MEDIUM TERM AS DELEVERAGING IS PROGRESSED BUT IT REMAINS VULNERABLE TO SHORT-TERM SHOCKS We expect RBS's capital position to improve in the medium term, owed to (1) a further reduction in capital allocated to capital markets, (2) the aggressive workout of the RCR, and (3) further asset quality improvements, tempered by a continuing regulatory focus on capital. The implementation of the overall group restructuring implies that the associated large credit/disposal costs and material restructuring charges, will continue to heavily depress profitability during the restructuring period. Despite these anticipated charges, we expect that RBS will increase its regulatory capital ratios during this period, as it continues to deleverage. We also expect that ongoing conduct and litigation costs will continue to erode earnings in its core businesses in the coming quarters; these costs could be subject to periodic, unforeseen spikes, as it has occurred to date. RBS reported a Common Equity Tier 1 (CET1) ratio of 11.2% under full Basel III rules at end-2014, which is well placed by European domestic and international comparisons. However, we believe that the capital ratios could still experience some volatility, as the group restructuring is executed and other expenses, such as litigation and restructuring costs, are incurred. Management has recently reiterated that progress towards achieving its recovery plan would increase its CET1 ratio over time to >11% for 2015 and has revised to >13% the target for 2016. We believe that these medium-term targets are achievable, given RBS's underlying earnings generation capacity, its plans to accelerate the wind down of RCR assets, its successful deleveraging efforts, and expected further improvements in underlying asset quality, particularly in the UK. However, capital remains vulnerable to short-term shocks in our view. While the announced issuance of at least GBP2 billion of high trigger additional tier 1 (AT1) capital will enhance our calculation of Tangible Common Equity, the potential volatility that the group's capital ratios could still experience and the bank's limited ability to tap the equity market result in a negative adjustments to the Capital score, leading to an assigned score of baa2. RBS reported leverage ratio of 4.2% as at end-2014, above the UK Prudential Regulatory Authority's current 3% requirement. RBS'S RETAIL AND COMMERCIAL BANKING ACTIVITIES PROVIDE SIZEABLE "SHOCK-ABSORBERS" BUT THESE CONTINUE TO BE ERODED BY ONGOING CONDUCT AND LITIGATION RELATED COSTS RBS maintains a leading position in the UK financial services market, where it mainly operates under the RBS and the NatWest brands. The group also has a strong regional US franchise -- which it has successfully started to divest - as well as the relatively small but profitable UK-based wealth management business (Coutts, unrated). The bank's core retail and commercial businesses have thus far been affected by a number of operational risk events, such as regulatory investigations and IT breakdowns, which continue to weigh on the bank's reputation. Although this shows that RBS's core franchise is very resilient, the risk that additional reputational issues could negatively impact its franchise remains elevated. Albeit reducing due the ongoing downsizing of RBS's operations, retail and commercial activities continue to provide good underlying shock absorbers against the potential earnings volatility stemming from the bank's capital markets activities. The large losses reported by the bank in previous years have resulted in a negative macroadjusted Profitability ratio. We expect RBS's profitability to continue to be negatively impacted by the elevated restructuring costs of its from the core operations. Management has budgeted an additional GBP2.5 to GBP3.5 billion restructuring and asset disposal costs over the coming years, as a result of further restructuring in investment banking. This is in addition to the GBP5 billion charges already announced last year (of which £1.3 billion were already accounted for, in 2014). Reflecting these weaknesses relative to the BCA, we assign a b3 score for Profitability. LIQUIDITY AND FUNDING ARE CURRENTLY SOUND In our view, RBS has sound liquidity and funding positions, as reflected in the baa1 Combined Liquidity Score. However, in line with other capital market participants, the bank has large, albeit reducing, wholesale (secured and unsecured) funding requirements, which increase the institution's sensitivity to market confidence. The group reported a loan-to-deposit ratio of 95% at end-2014. RBS has continued to reduce its reliance on wholesale funding with a funded balance sheet of GBP697 billion as at end-2014, versus GBP740 billion a year earlier. Market funding represented around 20% of tangible banking assets at the end-September 2014 (our calculation) and we expect this ratio to continue to improve, as further deleveraging is achieved. In addition, the group's wholesale funding stock of GBP118 billion at end-2014 was more than fully covered by the liquidity buffer of GBP151 billion, as at the same reporting date, indicating a much stronger liquidity position than those of many of its European peers. Overall our assigned BCA of ba1 is in line with our unadjusted scorecard. NOTCHING CONSIDERATIONS LOSS GIVEN FAILURE AND ADDITIONAL NOTCHING RBSG is subject to the UK implementation of the EU Bank Recovery and Resolution Directive (BRRD), which we consider to be an Operational Resolution Regime. We assume residual tangible common equity of 3% and losses post-failure of 8% of tangible banking assets, a 25% run-off in "junior deposits", a 5% run-off in preferred deposits, and assign a 25% probability to deposits being preferred to senior unsecured debt, in line with our standard assumptions. In our balance sheet at failure, we include deposits and assets related to Royal Bank of Scotland Holdings N.V. ((P)Baa2 on review for downgrade), as these are gradually been transferred to RBS. However, we exclude those of Ulster Bank Ireland Limited and Citizens, which are based outside the scope of the UK Resolution authorities. For RBS's deposits, our initial LGF analysis is not conclusive and our review will consider the likely impact on loss-given-failure, due to the loss absorption provided by subordinated debt and, potentially, by senior unsecured debt should deposits be treated preferentially in a resolution, as well as the substantial volume of deposits themselves. Our preliminary analysis indicates a potential outcome of very low loss-given-failure, which would result in a Preliminary Rating Assessment (PRA) two notches above the BCA. For RBS's senior unsecured debt, our initial LGF analysis is less conclusive and our review will consider the likely impact on loss-given-failure of the combination of its own volume and the amount of debt subordinated to it. We expect this will result in a PRA of two notches above the BCA. For the holding company RBSG's senior unsecured debt, our initial LGF analysis is likewise not conclusive and our review will consider the likely impact on loss-given-failure of the combination of its own volume and the amount of debt subordinated to it. We expect this will result in a PRA in line with RBS's BCA or ba1. For junior securities issued by RBS our initial LGF analysis confirms a high level loss-given-failure, given the small volume of debt and limited protection from more subordinated instruments and residual equity. We also incorporate additional notching for junior subordinated and preference share instruments reflecting coupon suspension risk ahead of failure. The resulting PRAs are set out below. GOVERNMENT SUPPORT The implementation of BRRD has caused us to reconsider the potential for government support to benefit certain creditors. We now expect moderate probability of government support for RBS's junior deposits and senior unsecured debt, resulting in a one-notch uplift to the PRA. For RBSG's senior unsecured debt, we now consider the probability of government support to be low and therefore we no longer expect to include uplift for systemic support. This is because systemic support would only be likely to be provided to the operating entity, to be able to maintain its critical functions and mitigate risks to financial stability, from its failure. For other junior securities, we continue to assess low government support assumption, and, as such, the ratings for these instruments do not include any related uplift. About Moody's Bank Scorecard Our Scorecard is designed to capture, express and explain in summary form our Rating Committee's judgment. When read in conjunction with our research, a fulsome presentation of our judgment is expressed. As a result, the output of our Scorecard may materially differ from that suggested by raw data alone (though it has been calibrated to avoid the frequent need for strong divergence). The Scorecard output and the individual scores are discussed in rating committees and may be adjusted up or down to reflect conditions specific to each rated entity. Rating Factors Royal Bank of Scotland Group plc Macro Factors Weighted Macro Profile Financial Profile Factor Strong + Historic Ratio Macro Credit Trend Adjusted Score Assigned Score Key driver #1 Key driver #2 Solvency Asset Risk Problem Loans / Gross Loans 8.9% ba2 ↑↑ ba1 Operational risk Quality of assets 12.0% a3 ↑ baa2 Access to capital Expected trend -0.2% caa1 ↑ b3 Expected trend Capital TCE / RWA Profitability Net Income / Tangible Assets Combined Solvency Score Liquidity Funding Structure Market Funds / Tangible Banking Assets ba1 ba1 34.0% ba1 ↑ baa3 39.4% a1 ←→ a1 Deposit quality Expected trend Liquid Resources Liquid Banking Assets / Tangible Banking Assets Combined Liquidity Score baa1 baa1 Quality of liquid assets Financial Profile baa3 Qualitative Adjustments Adjustment Business Diversification Opacity and Complexity Corporate Behavior 0 -1 0 Total Qualitative Adjustments -1 Sovereign or Affiliate constraint Aa1 Scorecard Calculated BCA range baa3 - ba2 Assigned BCA ba1 0 Affiliate Support notching Adjusted BCA Instrument Class ba1 Loss Given Additional Preliminary Failure notching Rating notching Assessment Government Local Currency Foreign Support rating Currency rating notching Deposits -- -- -- -- Senior unsecured bank debt -- -- -- -- Senior unsecured holding company debt -- -- -- -- Dated subordinated bank debt Dated subordinated holding company debt -1 0 ba2 0 -- -- -- -- Junior subordinated bank debt Junior subordinated holding company debt -1 -1 ba3 0 -- -- -- -- Holding company cumulative preference shares Holding company noncumulative preference shares -- -- -- -- -- -- -- -- Baa1 RUR Possible Upgrade Baa1 RUR Possible Upgrade (P)Baa2 RUR Possible Downgrade Ba2 Baa1 RUR Possible Upgrade Baa1 RUR Possible Upgrade Baa2 RUR Possible Downgrade Ba2 (P)Ba3 RUR Possible Upgrade Ba3(hyb) B1 RUR Possible Upgrade Ba3(hyb) (P)B1 RUR Possible Upgrade B1(hyb) RUR Possible Upgrade B1(hyb) RUR Possible Upgrade B2(hyb) RUR Possible Upgrade B2(hyb) RUR Possible Upgrade This publication does not announce a credit rating action. 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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 clients. It would be dangerous for “retail clients” to make any investment decision based on MOODY’S credit rating. If in doubt you should contact your financial or other professional adviser. For Japan only: MOODY'S Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of MOODY'S Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under U.S. laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively. MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for appraisal and rating services rendered by it fees ranging from JPY200,000 to approximately JPY350,000,000. MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.
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