Moody's interesting report: Credit Uncertainty: Global Corporate Finance

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    Moody's interesting report: Credit Uncertainty: Global Corporate Finance - Presentation Transcript

    1. www.moodys.com Moody’s Special Comment Investors Service January 13, 2009 Credit Uncertainty: Table of Contents: Global Corporate Finance Risk Factors to Watch in 2009 1 Macroeconomic Overview 2 Aerospace 3 Risk Factors to Watch in 2009 Auto Manufacturers and Suppliers 4 Chemicals 5 Homebuilding and Building Products 6 What worries a credit analyst? It’s not the problems he knows his industry is going Industrial Manufacturers 8 to encounter. It’s the uncertainties; the risk factors that might miss his industry or Gaming and Lodging 10 hit it head on. The combination of high unpredictability and high consequence Media and Entertainment 11 truly disturbs the credit analyst. Metals and Mining 13 Oil and Gas Industry 14 In this publication, we look at credit uncertainties in 13 corporate industries. Pharmaceuticals and Medical Device (Companion reports released this week examine uncertainties in financial Companies 15 institutions, public sector, and structured finance). Common uncertainty themes Retail and Consumer Products 16 Telecommunications Industry 18 across many industries are -- Transportation 20 The functioning of the credit markets and the availability of capital; The probability and form of government intervention. But other uncertainties affect one or a few industries, and affect them differently: To discuss the topics in this report, Moody's has scheduled a Commodity prices teleconference for Consensus among automaker stakeholders Thursday, January 15th Worse-than-expected home price depreciation beginning at Pension underfunding; 11:30AM EST/ Counterparty exposure; 16:30 GMT/17:30 CET. M&A activity; To register, and for more Whether consumers will adopt a post-depression attitude in their information, visit spending habits. http://www.moodys.com/events. In this report, we assess the range of outcomes of these and other uncertainties, as well as their potential impact on credit ratings.
    2. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Macroeconomic Overview The key credit uncertainty in 2009 is obviously the risk that economic policy is unable to stop the deleterious feedback loop between credit losses and credit constriction. To frame our thinking and help us think about the future of credit quality, we have identified three macro-scenarios: A U-shaped recovery with a painful economic and financial convalescence (a 70% probability) 1. a V-shaped recovery, with a rapid resumption of credit flows (a 15% probability) 2. An L-shaped scenario, with continued credit rationing and deflationary pressures (a 15% probability) 3. The probabilities we assigned to our scenarios are guesses because of several uncertainties: The economics of global deleveraging are unknown 1. Structural shifts combine with cyclical trends within the financial industry to make the near-term future 2. undecipherable Risk aversion is such that funding liquidity is a pervasive and sometimes alarming problem, including 3. for governments There is only limited room left for conventional monetary policy 4. Nobody really knows by how much private saving rates must go up to create the conditions of a 5. sustained rebound. In fact, these uncertainties boil down to two key problems. First, the destination is unclear (how far balance sheets need to be restructured) because there is no such thing as the \"right\" level of debt. It is therefore very difficult to predict when deleveraging will run its course. Second, the dynamics are unknown. For instance, the assumptions may be shattered that the U.S. government will be able to finance a fiscal stimulus of historical proportions (about $2 trillion of borrowing for 2009) without severe pressures on the dollar, or that the Chinese government will be able to smoothly handle the political impact of a severe slowdown. A last source of macro-uncertainty is how governments and central banks will be able to engineer the orderly unwinding of a massive risk -socialization process, whereby lower private sector debt is partly compensated by larger public sector debt. This seems to be an issue to take care of in 2010, but it raises a question: Will credit allocation ever again be as it was during the last 15 years? — Pierre Cailleteau Team Managing Director (4420) 7772-8735 2 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    3. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Aerospace Availability of sufficient market financing for the upcoming airplane deliveries is the most acute risk facing the commercial airplane producers. We think the financing need for aircraft to be produced by Boeing and Airbus could approach $25 billion this year. Our estimate incorporates the likely financing from the manufacturers, the additional amount supported by the US and European export credit agencies, as well as the small portion of aircraft paid for with cash. Tightening availability for aircraft financing could be the market condition for some time, with progressively higher capital costs for these high-value assets as a result. Customers – mostly commercial airlines – face the weakest revenue environment in many decades. Not only is yield likely to fall, but global passenger traffic is also likely to decline this year, and the next, for only the second time in over three decades (according to the International Air Transport Association). The combination of rising capital costs and the prospect of terrible operating conditions for the airlines could change the business case for long-term investment in aircraft. This situation poses a significant risk to the sustainability of the manufacturers’ backlog, which currently is about six years at current production rates. About one-third, and potentially one-half, of the backlog could be rescheduled, deferred, or cancelled over the next few years. This would be the basis for a longer than usual down-cycle for the commercial aerospace industry. In addition to the risk of cancellations or deferrals from the existing backlog, it is conceivable that new orders for aircraft will fall off sharply. With the large backlog currently in place, it is possible that a large portion of aircraft orders that will be required for the next several years have already been placed. Aircraft orders, which until recently were buoyed by the above-trend growth rates of developing regions, could decline to levels that are only a fraction of the record numbers of the past few years. Very low order rates could characterize the industry, at least until a replacement narrow-body airplane is available. This is not likely until the end of the next decade (orders for the new airplane would be placed earlier than that). The large commercial airplane makers face separate margin pressures – and their margins are thin compared to those of similarly rated manufacturers’, even in the best of times. Boeing faces headwinds from large pension expenses, as well as from the ramp-up for the B787 Dreamliner. This aircraft uses different production processes than in the past and relies heavily on the consistent performance of its supply chain. Airbus, already pressured by high-cost European production and the still relatively strong Euro (because aircraft are sold in US$), has many challenges to overcome if it is to generate a return on the A380. Both manufacturers face considerable uncertainty in the ability of the extended aerospace supply chain to perform, and some suppliers could require significant operating support and/or financial accommodations. Potential new entrants could challenge the two major regional jet makers in the near term. The segment probably doesn’t need five participants operating on a global scale – Embraer and Bombardier are competing now, and new aircraft from Russian and Chinese makers could enter the market over the next year, and from Japan in a couple of years. Local buyers will probably be most receptive to the Russian and Chinese makers, although that will limit opportunities for Embraer and Bombardier in those high-growth regions. Mitsubishi (of Japan) could become more of a world player. — Bob Jankowitz Senior Vice President (212) 553-1318 3 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    4. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Auto Manufacturers and Suppliers The uncertainty surrounding the magnitude and length of the economic downturn is a major issue for auto manufacturers because their responses to the challenge will depend upon how the economic scenario unfolds. For example, will they need to make the temporary adjustments often required in a cyclical industry, or will more severe structural changes in capacity be needed? Before recessions took hold in most major economies, the industry already faced excess global capacity that was putting pressure on profitability. In a time of rising unemployment when the OEMs are asking for assistance from governments across the globe, adjusting capacity becomes a politically very challenging, and potentially more expensive, exercise. Beyond the immediate ramifications of global economic weakness, the ability of the OEMs to assess a shift in consumer preferences presents an uncertainty that could linger. Consumers might turn to more affordable, fuel-efficient vehicles for the foreseeable future. The US experience with SUVs, however, shows that it is very difficult for manufacturers to predict what customers will want a few years down the road. The long lead time to design and adapt raises the stakes for every OEM, and the challenging economics of owning cars – witness the volatility in oil prices – make the errors in forecasting extremely costly. In line with that, OEMs’ strategies to maintain volume and market share in the form of lower prices or increased sales incentives are probably the biggest threat to their health because any price reduction flows directly to the bottom line. The tight credit markets have also affected OEMs and, in turn, suppliers, by limiting consumer access to, or by increasing the cost of, financing new car purchases. At the same time, the captive finance arms of OEMs need to have continuous access to capital in order to fund their credit portfolios. According to industry estimates, 75% of auto sales carry some financing, with around 30% – in the cases of BMW and Mercedes-Benz close to 50% – of that coming from the automakers’ captive finance operations. The length of the credit crunch will clearly affect how quickly the sector regains its vigor. Another major unknown is to what extent emerging markets can compensate for a recession in developed economies. Signs are that growth is also slowing in certain countries – or even contracting, in Russia and Brazil – that were expected to offset some of the downturn in Western European and G7 countries. Foreign- exchange volatility will continue as a major challenge for a number of players, in particular those with operations reliant on the US dollar, the Japanese yen and the British pound. Financial Woes of the Detroit 3 The financial woes of the Detroit 3 automakers and the potential impact on automakers and suppliers globally bring their own set of uncertainties. Here are the principal ones we believe will affect the big US-based automakers during 2009. The ability of the companies to implement an operational and financial restructuring that is aggressive enough to restore their long-term competitiveness, and to convince the US government to continue providing sufficient bailout loans to fund the restructuring. Restoring the long-term viability of the sector will require very robust restructuring that incorporates significant concessions from creditors and the UAW. The necessary concessions include wage and benefit reductions, reductions in headcount, and debt-for- equity exchanges. The reestablishment of wholesale and retail financing mechanisms to support vehicle sales. Tight credit and the tenuous financial condition of the captive finance operations of the Detroit 3 are direct contributors to the increasing number of automobile dealer bankruptcies and the unprecedented rate of decline in vehicle sales. Even if the Detroit 3 are able to formulate an effective restructuring plan, their operational and financial viability will remain highly uncertain without dealers who can fund floor plan inventory and consumers who can obtain retail car loans. Suppliers will need to play an important role in the rehabilitation of the Detroit 3 and in their attempt to match the competitiveness of Asian manufacturers. As the Detroit 3 pursue their restructuring initiatives, it will be important for pricing and contractual terms with suppliers to afford greater and more predictable profit potential. — Bruce Clark — Falk Frey Senior Vice President Senior Vice President (212) 553-4814 (4969) 70730-712 4 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    5. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Chemicals The outlook for the chemicals industry in 2009 is negative because of the weakening global economic environment. However, there are several uncertainties that could greatly increase the negative pressure on the chemical industry over the next 12-18 months. Those that have the greatest negative impact on commodity chemical companies are -- The potential for a substantial increase in crude oil prices due to political or terrorist events affecting supply from OPEC countries. A substantial weakening or a recessionary environment in the largest developing countries, which would cause the downturn in commodity margins to be substantially greater and longer than currently predicted. The weak credit environment and declining profitability will reduce the ability of financially stressed companies to sell assets and generate liquidity. If credit markets remain inaccessible longer than expected, only the very attractive specialty and high-margined commodity (i.e., salt, industrial gases, etc) businesses will be saleable at reasonable multiples in 2009. This will exert even greater stress on companies trying to restructure or avoid bankruptcy. As we have seen with the brief spike in crude oil back above $50/bbl, events unrelated to supply or demand can greatly influence oil prices. In 2009, with demand falling in most industrialized countries, rising petrochemical feedstock prices would further reduce cash margins for most commodity petrochemical companies. These companies will experience significant delays in passing through increased costs in a weak economy. Specialty companies will be hurt to a lesser degree, however, because any increases will be delayed and will not fully reflect the increase in crude oil prices. Much of the new international commodity chemical capacity coming on-stream over the next three years is being built to meet demand growth in the BRIC countries (Brazil, Russia, India, and China). To the extent that GDP growth for these large developing economies falls significantly below 5%, this new capacity would exacerbate the current oversupply, postponing any recovery in trough margins for most commodity chemicals for up to two to three years, or double the length of time of a normal trough. Once again, specialty companies would be affected negatively, but to a lesser degree, because these companies will benefit from lower commodity prices and will not experience the same degree of selling price pressure. As we have already seen with LyondellBasell, highly levered commodity companies will be greatly stressed by the current downturn. In the current environment, with declining profitability, we believe most companies will be unable to obtain reasonable valuation multiples for most commodity and lower margin specialty businesses.This will likely force companies needing to restructure, or facing a liquidity event, to sell their best businesses, which would greatly impair their ability to recover in a weak operating environment. In 2009, the largest high-yield company facing a sizable debt maturity is Chemtura. In order to avoid a substantial reduction in financial flexibility, we expect this company will need to sell one of its best businesses, thereby slowing any future improvement in its credit profile. To the extent that the high-yield credit markets fail to recover in 2009, the number of companies facing near-term debt maturities or potential liquidity events will rise significantly in 2010. — John Rogers Senior Vice President (212) 553-4481 5 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    6. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Homebuilding and Building Products The major credit uncertainties facing the US homebuilders and building products manufacturers in 2009 include, but are not limited to, the following key drivers: Inventory levels – both new and existing -- will be affected by housing starts, foreclosures and repossessions, and new and existing home sales New and existing home prices will affect operating performance and home- equity extraction Consumer confidence and credit availability and rates Access to liquidity Impact of government intervention Inventories, Foreclosures, and New and Used Home Sales The level of both new and existing home inventories remain elevated, at 10-11 months of supply for each metric, which is well above more “normal” levels of five to six months of supply for each. In the case of new homes, the total number of units in inventory has been declining, which is a positive sign; however, the sales pace of new homes (or rate of absorption) has been falling even faster, thus leaving new home inventory levels elevated. In the case of used homes, the reverse is true. The sales pace (or rate of absorption) has picked up, driven largely by sales of heavily discounted foreclosed homes that are flooding the market. But here, the rate of new foreclosures has outpaced the sales gains, thus again leaving inventory levels elevated. Housing starts plummeted in November 2008 by the largest amount in almost a quarter-century, as builders slashed production in the face of a recessionary economy. The good news—for homebuilders—is that inventory levels were not bloated by additional new product. The bad news—for building products companies—is that future sales of product to buyers of newly completed homes is being decimated. Declining Home Prices Affecting Operating Performance and Home-Equity Extraction Home prices, which were frothy on the upside from 2003 until 2006, have given up much of their earlier gains, and now stand, on average, at the levels existing in 2004 (and in certain cases, at 2003 levels), having fallen, on average, 21% from their peak. Declines in the former hottest markets—Southern California, Northern California, Arizona, Nevada, Florida, and Washington, DC—are greater, even substantially greater in certain of these markets. With prices falling, existing homeowners’ willingness and ability to extract value from their homes through mortgage refinancings is somewhat impaired, thereby putting a damper on discretionary spending or on home repair and remodeling. Until consumer home-buying confidence returns and until buyers’ ability to close on a purchase is enhanced, house prices are expected to continue to fall. Consumer Confidence and Credit Availability and Rates The top five reasons that people do not buy homes are -- 1. Concerns about the economy and their jobs 2. Inability to sell their existing homes 3. Worries about future price declines 4. Credit/qualification issues 5. Lack of a down payment 6 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    7. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Announced in November 2008, the Fed’s plan to repurchase $500 billion of mortgage securities backed by Fannie Mae, Freddie Mac, and Ginnie Mae has driven the rate on fixed rate 30-year mortgages to the lowest level in decades. However, until potential homebuyers are able to check off all or most of the five concerns listed above, they are likely to remain sidelined until confidence is restored. Access to Liquidity Overall liquidity remains a heightened credit concern, both for homebuilders and for building-products companies. Banks are less willing, or are even unwilling, to renew and extend credit facilities, and/or they insist on higher fees, more restrictive borrowing bases, and collateral in cases where they do extend and renew. Consequently, liquidity is expected to weaken, especially for the lower rated credits, in the coming year. A number of lower rated companies may default, in part because they may be forced to transact distressed bond exchanges in order to survive, or because the bond market may be unreceptive to their refinancing plans, or because their banks finally pull the plugs on continuing covenant violations. Government Intervention – Helpful, But Not a Panacea Government help, if any, for the homebuilding industry, may be manifested in terms of mitigating the rising level of foreclosures, offering tax credits (not disguised loans) to homebuyers, and/or extending net operating loss carrybacks for homebuilders. Such initiatives would help at the margins, but they would probably be insufficient to turn the tide for homebuilding and, by extension, for the building-products companies at the back end. — Glenn Eckert — Paul Aran — Joe Snider Senior Vice President Vice President Vice President (212) 553-1618 (212) 553-7849 (212) 553-3878 7 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    8. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Industrial Manufacturers Industrial manufacturers face uncertainties from -- Foreign exchange fluctuations Continued capital market disruptions Deteriorating market conditions Pension underfunding Foreign Exchange Could Alter Relative Price Competitiveness The rapidly deteriorating economic environment and the actions of central banks to provide economic stimulus will affect currency values in many industrialized countries, not to mention the relative competitiveness of some industrial manufacturing companies. The recent strengthening of the US dollar has reduced the price competitiveness of industrial equipment and other US products exported to Europe and Asia. Depending on the future direction of foreign exchange rates, US manufacturing firms could see accelerated declines in sales if continued dollar strength curtails the export volumes that supported their sales over the last few years, even as the US economy began to deteriorate. In such an event, the competitive disadvantage borne by some European and Asian manufacturers due to FX could diminish, and they could exhibit better operating trends relative to US manufacturers’. For multinationals domiciled outside of the United States, an increase in the value of the US dollar would harm their cost structures and margins because the prices of many raw materials, such as oil, minerals, and metals, continue to be denominated in dollars. Impact of Stimulus Package and Availability of Financing on Backlogs The success of economic stimulus plans and the degree to which credit markets stabilize will have a direct impact on industrial manufacturing companies over the next 12 to 18 months. With the the volatility of the global economy, many managements are deferring or canceling existing plans for new fixed asset investments. Orders that are currently in backlog for industrial machinery and heavy equipment may be cancelled. At the same time, new orders have fallen off sharply, and book-to-bill ratios are likely to remain below 1x in the sector for the foreseeable future. Furthermore, the current turmoil in the credit markets is making financing for high-cost products, like industrial equipment, cranes and power turbines, more difficult for either end-users or dealer/distributors to obtain. Combined, these factors could lead to manufacturers experiencing contractions in their backlogs, portending reduced revenues, as well as adjustments to their production scheduling and plant-utilization rates during the coming year. The stimulus spending programs of the US government as well as those of other countries, if fully enacted, could provide some offset to this erosion of backlogs, but the effects are unlikely to be seen until later in 2009. A stabilization of credit markets that enhances the availability of financing for fixed asset investments could also enhance the stability of backlogs, particularly for machinery or equipment that reduces operating costs and improves overall efficiency. 8 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    9. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Deteriorating Market Conditions Could Pose Asset-Valuation Risks Several rated manufacturing companies aggressively used acquisitions as part of their growth initiatives, or were acquired by private equity firms in leveraged buyouts during the peak years of the economic cycle. With EBITDA multiples often approaching 10x for transactions completed during peak market times, many of these companies capitalized significant amounts of goodwill and other intangibles on their balance sheets. As the market outlook has weakened, however, the level of cash flow that can reasonably be expected from the acquired operations may need to be reevaluated. Depending on expectations about the duration of the current downturn and the timeframe in which a recovery of demand for industrial products could occur, impairment charges could become more common as 2009 begins. Impairment charges could be particularly challenging for those high-yield companies that are already experiencing tightness in financial covenants -- particularly if asset valuation charges are not excluded from covenant definitions. Examples of companies with a large amount of goodwill and intangibles on their balance sheet relative to the total asset base include Illinois Tool Works Inc. (Aa3 senior unsecured) at 36%; Danaher (A2) at 65%; and, PerkinElmer, Inc. (Baa3) with about 57%. Risk of Rising Levels of Pension Underfunding Given current financial market conditions, we anticipate that the extent to which defined benefit pension plans are underfunded will increase significantly. Defined benefit pension plans are more prevalent in the manufacturing industry where companies frequently have unionized workforces with aging demographics, as well as large pools of retirees. This actuarial reality, when coupled with declining asset performance of the pension assets, could lead to higher underfunded positions for many plan sponsors, particularly in the United States, Canada, and the United Kingdom where plans are required to be funded. Such a situation could hurt these companies’ credit metrics by adding to future pension expenses, by increasing adjusted debt levels, and by ultimately pushing levels of employer contributions to the pension plans higher. In the United States, pension relief legislation signed into law in late December 2008 will allow companies to temporarily defer fully funding pension plans, which was otherwise required under the Pension Protection Act of 1994. However, cash contribution requirements for US firms with defined benefit pensions could significantly increase in future years to narrow the gap. Similarly, the cost structures of affected firms could become less competitive compared with those of rivals that do not have defined benefit plans (i.e. those who provide defined-contribution plans), or are not required to fund their benefit plans. — Ed Wiest Vice President (212) 553-1461 9 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    10. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Gaming and Lodging The credit quality of the overall global gaming sector could be hurt by a permanent shift in the ability and willingness of consumers to spend money on gaming entertainment. Despite the industry’s global popularity, a decision by consumers worldwide to reduce discretionary spending on gaming-related activities -- regardless of economic conditions -- would not bode well for an industry that has invested billions of dollars over the past few years. The possibility of consumer pullback is of particular concern given the relative lack of any real history that could point to how the global gaming industry -- as it is currently configured -- will perform during and after a recession. There is also a high degree of uncertainty regarding the impact of recent project delays and cancellations on supply and demand conditions, particularly in large domestic and global gaming markets such as the Las Vegas Strip and Macau China. Companies such as Las Vegas Sands (B2/RUR-Down) and MGM MIRAGE (Ba3/RUR-Down) have recently announced substantial delays and cancellations with respect to projects on the Las Vegas Strip. Las Vegas Sands has also announced a substantial reduction in its Macau development plans. To a certain degree, such delays and cancellations have helped alleviate concerns about the potential for oversupply in these large markets. Nevertheless, this reduction in new product and “must-see” attractions could have a longer-term negative affect on consumers’ desire to frequent the gaming markets at all. Historically, the introduction of new gaming products and nongaming amenities was a key catalyst of revenue growth. The lodging industry is vulnerable to the same potential shift in long-term consumer spending habits as the gaming industry, leaving it exposed to the risk that average daily room rates – already on the decline – will not return to historical highs. We are concerned that many leisure travelers may permanently reduce the number of vacations they take and that some businesses may make a structural shift to more reliance on video conferencing, teleconferences, or other means of lower cost communications in lieu of nonessential travel. Any permanent reduction in business and/or leisure travel would do damage to average daily room rates, occupancy levels, and industry profitability. — Keith Foley Senior Vice President (212) 553-7185 10 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    11. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Media and Entertainment The media and entertainment industry faces the following three main uncertainties. The length and depth of the global recession The timing and degree of a thaw in credit availability The potential for strategic media companies to re-enter the M&A picture The Length and Depth of the Global Recession Much of the media and entertainment industry is highly dependant upon consumers’ willingness to spend money. When they spend, the world’s companies compete by advertising their wares. In addition, consumer spending also affects direct purchases of entertainment, ranging from recorded music, films, premium television, sporting events, etc. For these reasons, consumer-led downturns in the economy, which ultimately may be more or less severe -- depending upon employment rates, stable investment, and home values, among other things -- are much more serious for advertising-driven segments than recessions caused by isolated events. (Examples of the latter are the Asia crises in the late 1990s or the September 11, 2001 terrorist attacks.) The greatest uncertainty for media and entertainment industries is just how deep and how long the present recession will continue to hurt consumers. Because advertising is often a leading indicator of an expected rise in consumer spending, will the ad market stabilize with expectations of an improvement in consumer confidence by late 2009, or will it be 2010 or later when this happens? An unusually long and deep recession would essentially wipe out many, if not most, lower rated issuers that are facing credit-agreement covenant defaults, and/or payment defaults caused by an eventual lack of cash or refinancing capability. Such a recession could ensnare even the larger, stronger, and diverse media companies if they aren’t extremely prudent in managing themselves through it. Timing and Degree of a Credit Thaw As is the situation with most other industries, the global credit crisis is compounding the impact of the consumer-led recession for media and entertainment companies. The spectrum of the impact is wide, from higher borrowing costs to distressed exchanges, and even including bankruptcies. The bulk of media and entertainment debt issuers have speculative-grade credit ratings (i.e. over 85% of the North American issuers), and much of that group is rated single “B” or lower. This portion of the market is essentially closed for new debt issuance, so numerous defaults are highly probable for the media and entertainment sector. Consequently, the second-greatest uncertainty for the sector is the timing of a thaw in credit availability and an easing of credit spreads. Such a thaw will dictate survival for the lower rated companies, and it will affect profitability for the higher rated companies in the sector. The Potential for Strategic Media Companies to Re-enter the M&A picture Over recent years, M&A activity in the media and entertainment sector has been dominated by private equity players. Given easy and cheap credit, they have pushed up valuation multiples and debt leverage to highs not seen since the 1980s. That cycle has passed, and we have clearly entered a completely different market cycle; both the multiples and the EBITDA that the valuation multiples are based on are contracting rapidly. The sudden absence of buyers should make the cleansing process that much more painful. In the past decade, companies could often temporarily bolster liquidity with a ready asset sale. 11 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    12. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance At the same time, traditional large-cap diversified-media companies (the majority are investment grade), which have mostly stayed on the sidelines during this period, have largely strengthened their balance sheets and are presently hoarding their cash to ensure that they are not beholden to anyone for liquidity. These companies have shied away from acquiring most types of traditional media assets, in favor of the higher growth prospects of digital-related acquisitions and investments. The uncertainty for the sector is whether or not these large media companies, as the distressed asking prices become so compelling, will begin to consider bidding on some traditional assets (i.e. broadcasting stations, cable systems), which would continue to generate strong cash flows and high operating margins. With an economic turnaround, such acquisitions could reward these companies and their shareholders very handsomely, despite being relatively out of favor in the new digital world. However, such distressed acquisitions may lead to lower recovery levels for existing debtholders than a restructuring where debtholders continue to hang on until an economic recovery. — Neil Begley Senior Vice President (212) 553-7793 12 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    13. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Metals and Mining We expect metals demand to remain weak amid the downturn, affecting metals-intensive end-markets, such as construction, automotive and transportation. Any potential mitigating effects of the stimulus packages on industrial production and infrastructure spending in key consuming countries such as the United States and China remain uncertain. The extent to which governments will act to support domestic growth is the important variable in the behaviour of the base metals market over the next 12-18 months. In this context, the near-term outlook for commodity prices remains highly unclear. Heightened volatility is expected to continue, particularly having an effect on exchange-traded metals (in contrast with more resilient bulks), despite the recent cutbacks and closures of uneconomic production that has been initiated across the sector (e.g. aluminium, nickel, and zinc). Many industry participants were in the midst of capital-spending programs to meet anticipated growth or to replace depleting mines. Given recent dramatic price reversals, however, it is not clear what the adjustments companies might have to make to these investment plans. Mining groups are anxious to preserve their flexibility for project pipeline growth in order to position themselves for the next cyclical upturn. Many managements believe that they will benefit from the ongoing industrialisation and urbanisation of emerging countries such as China and India. However, there is considerable short-term uncertainty about their capacity to generate operating cash flow, which will also force firms to focus on conserving cash. This uncertainty is particularly valid for groups that had recently pursued ambitious growth strategies, entering the downturn with elevated borrowings no longer supported by the buoyant operating profitability of the past few years. In some cases, this situation has resulted in less headroom under bank financial covenants. Also, pressures to reduce debt are arising from dysfunctional credit markets that restrict the companies’ ability to refinance. Given the difficulty of raising cash through asset disposals in the current market environment, managements are likely to be required to boost internal cash flow generation by cutting controllable operating costs, reducing working capital, adjusting capital-spending plans, and even revisiting policies on cash returns to shareholders. Their ability to tap cash-rich long-term investors (e.g., Chinese state-backed companies and/or sovereign funds) to raise fresh equity capital remains uncertain at this stage. — Francois Lauras Vice President (4420) 7772-5397 13 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    14. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Oil and Gas Industry Exploration and Production (E&P) Oil and natural gas producers’ biggest challenge in 2009 will be volatile commodity prices. Crude oil prices have dropped from an all-time high of more than $145 per barrel in July 2008 to around the $40-per-barrel range recently. Natural gas prices have declined almost as much, from nearly $13.00 per thousand cubic feet (Mcf) in July to about $5.50 presently. One way that falling commodity prices will affect an E&P company’s credit profile is how these price changes affect 2008 year-end reserve bookings. Because reserves booked at year-end (at least in the United States.) are a function of year-end commodity prices, almost every E&P company from the major integrated oil companies to the smallest independent E&P company will see an impact on its level of year-end reserves. In many cases, companies will have reserve revisions that will result in lower reserves for 2008, despite record levels of capital spending that occurred across the sector. This will weaken the sector’s capital productivity for the year in terms of costs to replace reserves and will have a negative effect on some reserves-based leverage metrics we look at for the sector. By itself, this factor is not likely to have widespread ratings implications, particularly for investment grade issuers, but those companies already viewed as having high leverage could face ratings pressure. Availability of Funding The second, and probably more significantly, the near-term impact of uncertain commodity prices is the effect on the availability of funds. It is already clear that liquidity will be affected by lower sector cash flows. However, the effects of lower commodity prices are of particular significance to the speculative grade E&P companies with secured credit facilities that contain borrowing base mechanisms. The amounts available under these borrowing base credit facilities are based on a company’s proven reserves, as well as the lenders’ assumptions for commodity prices. Given lower expected year-end reserve bookings, and continued low commodity prices, many borrowing bases are expected to be reduced when they face re-determination in late March/early April. This will lead to less available liquidity for a number of issuers and could potentially result in companies needing to repay outstanding debt sooner. Under the best case, companies that had been the most productive and added reserves in 2008 may see no change, or only slight increases, in their borrowing bases. In the worst case, companies with poor results from their capital spending program could see significant reductions.. If the latter are heavily drawn under their secured credit facilities, they are at the highest risk of a liquidity squeeze. Oilfield Services The uncertainty surrounding the impact of commodity prices and liquidity for the E&P sector will have a direct impact on the oilfield services sector. Because this sector provides the products and services used by the E&P sector to extract oil and natural gas, the oilfield services earnings and cash flows are directly affected by changes to E&P sector spending. Many E&P companies have already adjusted their capital-spending plans downward for 2009, given the decline in commodity prices. To this point, the E&P sector is on target to reduce capital spending by about 35% to 40% compared with 2008, and the potential remains for further capex cuts. Lower Revenues and Margins for Sector The sharp drop in demand for oilfield services will result in lower revenues and margins for the sector. The uncertainty is how much E&P spending actually gets cut and for how long. Companies focused on North America will likely feel more of an impact because of the preponderance of privately owned (non-government- controlled) companies that rely on higher prices and open access to the capital markets for growth. Companies with a significant international presence will be less affected because those markets tend to be dominated by either national oil companies or by the major oil and very large independent E&P enterprises that have the financial resources to maintain higher levels of drilling activities. — Ken Austin Vice President (212) 553-1065 14 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    15. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Pharmaceuticals and Medical Device Companies Our negative industry outlook for medical device and pharmaceutical companies incorporates various operating factors, including the following: slowing utilization of healthcare services related to the global economy; reductions in hospital capital spending; declining pricing flexibility; and the potential for new legislation adverse to pharmaceutical companies. Although these trends create negative pressure for the sector, on their own, these factors are unlikely to cause sudden and significant rating transitions during 2009. Instead, the factors that are more likely to have a sudden, unexpected and material impact on credit ratings relate to event risk. We have long maintained that event risk is high in the healthcare sector because of complex and highly regulated operations, technological obsolescence, and, in many cases, a high level of revenue concentration in blockbuster products. Key event risks that could occur this year include large acquisitions or major share buybacks—which can be fueled by the above-mentioned negative operating trends—new litigation exposures, safety-related product withdrawals or recalls, or other circumstances that suddenly affect the utilization of a key product. We anticipate that heightened scrutiny on drug and device safety will persist in 2009. Pharmaceutical Companies For pharmaceutical companies, we believe that M&A activity is likely to rise in 2009, especially if credit market conditions begin to improve. A leading indicator of past pharmaceutical M&A has been the combination of high patent exposures and a less-than-stellar new product pipeline. A number of global pharmaceutical companies, such as Astellas, Bristol-Myers Squibb, Eli Lilly, Merck, Pfizer, fit these characteristics. We believe that mega-mergers could become more possible, as could more creative strategies to divest or split apart in order to unlock value—either of which could cause rating downgrades. Litigation- and safety-related product withdrawals remain difficult to predict because previously unforeseen safety risks can develop, even on established products. A certain degree of cash flow risk is also created by the potential for “at-risk” launches by generic drug companies that could result in sudden loss of revenue for branded drug manufacturers prior to the resolution of a patent challenge. Generic companies appear emboldened to more aggressively pursue these launches, and those branded companies that may be exposed in 2009 include Merck (on asthma drug Singulair, its #1 product) and Eli Lilly (on oncology-drug Gemzar and osteoporosis treatment Evista, its #3 and #6 products, respectively). Medical Device Companies Certain companies in the medical device sector have seen their constant-currency organic-growth rates slow over the past several years. This is due in part to previously sluggish hospital volume trends, as well as to product recalls and safety concerns. As is the case with pharmaceutical companies, safety-related matters are difficult to predict, but they can ultimately help drive acquisition activity. For device makers, a leading indicator of M&A activity in the past has been tepid growth or prospects of slowdowns due to reliance on one product line. Companies that have fit this profile include Boston Scientific, Medtronic, and Kinetic Concepts. Recently, lack of access to the capital markets has delayed hospital capital spending, while use rates are expected to come down as unemployment grows. A prolonged economic downturn could exacerbate already ebbing growth trends. The downturn could even also raise event risk by placing certain medical device companies under greater pressure to make acquisitions or buy back shares, which could then hurt ratings. Combined with relatively attractive pricing and valuations, we expect a surge in M&A activity during 2009. It is difficult to predict which companies will actually make material acquisitions , but it would appear that larger medical device makers would have greater flexibility, as well as opportunities for cost-synergies. In a constrained credit market, higher-rated medical device companies tend to have access to cash, commercial paper, or existing committed revolvers. Acquisitions or share buybacks could, however, create additional liquidity concerns if companies increase short-term borrowings or reduce cash. — Michael Levesque — Diana Lee Senior Vice President Vice President (212) 553-4093 (212) 553-4747 15 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    16. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Retail and Consumer Products The length of the current consumer-spending contraction and the possibility that consumers may have changed their spending habits – either permanently or for a prolonged period – are the greatest credit uncertainties facing retail and consumer product companies. Various economic factors have put consumers on a spending diet, resulting in their buying less. More notably, these factors have led to a change in how consumers spend. After years of consumers chasing high-priced brands and luxury goods, there has been a notable shift towards thrift and lower priced products. This change in spending habits has created uncertainty around future demand -- a key rating factor. How long will the spending diet last? Will the shift towards thrift last beyond the recession, or will consumers revert back to their old ways? Have consumers redefined “wants” versus “needs”? These are key credit uncertainties to be considered when assessing the credit quality and future performance of retail and consumer product companies. None of the retail and consumer product companies are immune to these uncertainties, but their individual credit qualities are not equally exposed to the threat of a prolonged overall decline in demand and change in spending habits. Arguably, what will determine vulnerability to a prolonged decline in demand and change in spending habits will be whether a company’s products are needs versus wants, and whether its products are expensive or lower price. (We show this graphically in the exhibit.) Vulnerability to Changing Spending Habits Most Vulnerable Expensive ● Neiman Marcus ● Brunswick ● Whole Foods ● Finlay ● Sealy/Simmons ● Estee Lauder ● Whirlpool ● Limited Brands ● Macy's ● P&G ● Kimberly Clark ● Colgate ● Kohl's ● Kroger/CVS ● Wal-Mart Low Price ● Dollar General ● Claire's Needs W ants Least Vulnerable Note: Above is a small sample of retail and consumer products companies. Moody's rates 129 retailers, 87 consumer products companies, and 39 consumer durables companies. Companies that provide low-priced needs (e.g. food, generic prescription drugs, and private label household products) are the least vulnerable. These are purchases that cannot easily be delayed and are already relatively affordable to most consumers. We expect demand for these products to be fairly resilient, and the credit quality of companies that produce them or retailers that sell them to be fairly stable, even if general consumer driven demand remains constrained over the longer term. In addition, some of these companies, such as retailers that sell lower-priced merchandise, would likely benefit from a prolonged shift by the consumer towards thrift. Our ratings reflect these expectations because such companies are generally investment grade. 16 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    17. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance At the opposite end of the spectrum, companies that produce or sell high-priced wants (e.g. boats, fine jewelry, and couture apparel) are clearly the most vulnerable. Their product demand has recently plummeted. The ratings of the companies in this space have generally incorporated the expectation of some degree of volatility; however, they generally do not reflect a long-term decline in demand or a fundamental change in shopping habits. Higher priced wants are most exposed to the risk that shopping habits have changed for the long term. At this point, it is unknown whether consumers have merely delayed purchases of some luxury or big-ticket items, or whether they have made a longer term shift. (Even after the recession, $200 jeans might not be compelling.) These companies are the most sensitive to a long-term change in shopping patterns, which could result in a further decline in their credit quality. The majority of the rated companies in this space are speculative grade. However, most of the 245 globally rated issuers in the retail and consumer product space fall somewhere between the two extremes. These are the companies that face the most uncertainty around demand and shifts in consumer spending habits. Their earnings and cash flows are the most challenging to predict in this environment. Generally, we believe that the price points of products these companies produce or sell will determine how vulnerable they are to a prolonged decline in demand and change in consumer spending habits. Producers and retailers of higher priced needs face moderate-to-high vulnerability because they face a greater risk that consumers might decide that the lower priced items fill the need just as well (e.g., the regular grapes at the local Kroger store please the kids just as well as the higher-priced organic grapes from Whole Foods). We believe that producers and retailers of the low-price wants are moderately vulnerable to uncertainty around demand as their products place less pressure on consumers’ wallets. The impact of a longer term change in demand to the credit quality of these companies will be directly correlated to the magnitude and duration of any shift in spending habits. Should the current level of consumption indicate the consumer demand trough and the recession will not be prolonged beyond current expectations (putting all other rating factors aside), many ratings of companies in this space should hold. However, if the decline in demand continues or the current low consumer spending levels is prolonged, companies that sell high-priced wants are more likely to face a decline in credit quality than those selling low-price need. — Maggie Taylor Vice President (212) 553-0424 17 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    18. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Telecommunications Industry The telecommunications industry faces major uncertainties on three fronts: Regulatory policy changes Access to capital markets Changes in consumer behavior Regulatory Policy Changes Regulations under which telecommunications issuers operate are a major influence on credit quality because they determine the barriers surrounding the competitive environment and form the foundation for the operators to generate returns on their investments. Although the broad outlines of a country’s regulatory framework for telecommunications policy are generally well-known, political shifts can alter these frameworks -- sometimes significantly. For instance, in the United States., the change in political leadership from the Republican Party to the Democratic Party is likely to alter the telecommunications regulatory template in a way that favors upstart smaller operators at the expense of the more established incumbent providers. The timing of any modifications to existing regulations and the specific rule changes is uncertain, and therefore the impact (if any) on the various operators is unknown. Access to Capital Markets Telecommunications is a highly capital-intensive industry because providers, both wireline and wireless, continue to modernize their networks to meet the rapidly increasing demands for bandwidth, which is driven by expanding usage of data products, both from residential and business customers. Consequently, financing and refinancing needs are generally significant. We do not expect the highest rated issuers to have difficulty accessing the capital markets (albeit at higher costs), but an extended period of macroeconomic weakness and long-lasting, challenging capital-market conditions would hurt the ability of lower rated or new competitive providers to obtain the financing they require. Therefore, a situation could develop where the strong get stronger. Capital markets performance and access are also influenced by exogenous shocks. These are usually thought of as being geopolitical in nature, but significant business fraud can also create a de-stabilizing influence. During the recent weeks, the global investment management business has been rocked by allegations that the prominent financier, Bernard Madoff, had operated his investment business as a pyramid- like \"Ponzi\" scheme. Similarly, recent reports that Satyam Computer, a leading Indian IT outsourcing company, had systematically falsified its accounting statements over a number of years have shaken local investor confidence and have prompted calls for enhanced governance standards and oversight. The impact of these sorts of unexpected events can lead investors to question the information presented to them. Business plans are viewed with extreme skepticism. Decisions are deferred until better quality data is presented and, in the interim, there is a general flight to quality as capital is allocated to high-grade corporate and government securities. This uncertain situation not only inhibits capital formation -- it also acts to constrict access to liquidity. For higher rated issuers, this is generally manifested as increased cost of capital. For lower rated companies, the cost can even affect their ongoing viability. For some, cost may not be the issue; certain companies may not be able to access capital at all and will be forced to reorganize. 18 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    19. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Changes in Consumer Behavior Historically, the telecom business has been a relatively recession-resistant industry. Even in a weakening economy, businesses and consumers have traditionally been reluctant to cancel their phone service, deeming it both necessary and affordable (Businesses were somewhat more proactive in response to an economic downturn, for instance, reducing circuit counts in response to lower workforce levels). And, very significantly, consumers had few or no alternatives to services in the past. This time, we might see struggling businesses and consumers playing providers off one another to strike a better deal. Under this scenario, overall industry profitability could suffer, with the providers of higher priced premium services (generally the large incumbents) being affected more negatively. Another unknown is how consumer usage patterns will change if the economic downturn is protracted. In the wireless segment, rapidly expanding data usage has supported ARPU (average revenue per user per month) levels, which has kept industry profitability strong and growing. This pattern could reverse in a deep economic downturn. On the flip side, however, it is possible that consumers will accelerate “cord-cutting,” which could have a positive impact on the wireless providers. On the wireline side, in addition to the possibility of an acceleration of access line loss due to wireless substitution, consumers may curtail their progression to higher-speed data services that have supported wireline revenues in the face of declining voice revenues. Consequently, an extended period of economic weakness could dampen consumer appetite for enhanced service offerings because of a stress on cash flow stability. This risk is more pronounced today because competition has increased significantly since the last economic downturn. — Dennis Saputo Senior Vice President (212) 553-1675 19 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    20. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Transportation Credit uncertainties in the transportation industry vary by sector in the following ways: Airlines and shipping firms face uncertain fuel costs and demand Tanker companies may pursue acquisitions that would lower their credit metrics Trucking companies may be burdened by increased pension costs. Airline and Shipping The global airline and shipping industries have in common two key points of uncertainty linked to broader economic deterioration: fuel costs and demand. Both the airline and shipping companies that hedged fuel costs when the price of oil was nearing $140 a barrel lost out on any benefit when prices headed in the other direction in the autumn. Over the past few years, consumer demand among the airlines stayed relatively strong, despite steadily increasing oil prices. That has changed as global economies contract and as consumers and businesses limit discretionary spending. Among shipping companies, a main theme is oversupply: too many ships chasing too few clients as declining industrial production hurts trade volumes. Two uncertainties specific to the airline industry go hand in hand: deregulation and consolidation. The Open Skies agreement, which was aimed at deregulating the operating environment of U.S. and European airlines, has not been in place long enough to gauge its full impact, although it has clearly prompted some new initiatives in the sector, such as BA's OpenSkies airline, which flies between Paris/Brussels and New York. If limits on foreign investments in U.S. airlines are lifted, a wave of consolidation could change the competitive environment. The question becomes who will buy whom and – perhaps more crucially – who will be left out? Fallout From the Credit Crunch Hits Shippers Among shippers, other unknowns relate to fallout from the credit crunch. Shipping companies are struggling with reduced profit margins and low freight rates as excess capacity and a large order book are coupled with the economic downturn and tight bank credit. Financing must be found to deliver ships already under construction,and the capital investment plans of the main market players could be strained as a result of tight credit conditions. The unexpected, dramatic plunge in charter prices in the dry- bulk shipping industry has seriously challenged some companies’ financial structures. Britannia Bulk plc, for example, saw its cash-flow generation and liquidity deteriorate rapidly in the last quarter of 2008. In combination with a substantial loss on derivatives, this forced it into administration under UK insolvency laws. Tanker Companies The extent to which the rated tanker companies pursue acquisitions is a key uncertainty that could affect their credit profiles in 2009. Moody’s believes that growth opportunities may present themselves in the upcoming 12 months as smaller or less well-capitalized tanker owners and operators experience operating and or financial stress from the weakening market fundamentals and difficult financial market conditions. Individual vessels or fleets are likely to come on the market at relatively attractive valuations. The expected market fundamentals of the next 12 months (lower freight rates and lower asset values) could tempt players with strong liquidity, such as Overseas Shipholding Group (Ba1 CFR, negative outlook) and Teekay Corporation (Ba3 CFR, stable outlook) to increase investment in the near term. Doing so could temper the anticipated de-levering in 2009 that is expected to restore credit metrics to levels more supportive of their respective ratings. 20 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    21. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance US Trucking In the United States, some specific uncertainties surround the domestic trucking sector. In particular, a developing concern to us is the potential impact that underfunded Multi-Employer Pension Plans (‘MEPPs’) may have on certain trucking companies. Although the MEPPs are not direct liabilities of the companies, the extent to which such plans are underfunded will affect trucking companies’ future contributions, as negotiated with the labor unions, primarily the International Brotherhood of Teamsters. We estimate that certain of these plans are significantly under-funded and that plan administrators will need to remedy that quickly. Because of the sustained economic downturn, many trucking companies are less able to bear additional costs that would ensue from a call for increased contributions. In addition, the largest US trucking company, UPS, has withdrawn from participation in the biggest and most critically underfunded plan, Central States SE&SW, which places further stress on the pool of smaller, financially weaker companies that remain as sponsors. Companies such as YRC Worldwide, Inc. (Caa3 CFR) and Arkansas Best Corporation (Baa2 Senior Unsecured) have ongoing exposure to MEPPs, while non-unionized trucking companies like Swift Transportation (Caa1 CFR), and Con-Way Inc. (Baa3 Senior Unsecured) are not directly exposed. — Anne Colden — Myriam Durand Assistant Vice President Team Managing Director (4420) 7772-5473 (331) 5330-1049 21 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
    22. Moody’s Investors Service Special Comment Credit Uncertainty: Global Corporate Finance Report Number: 114042 Editors Production Specialist Richard Jupa Jason Lee CREDIT RATINGS ARE MIS'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MIS DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS DO NOT CONSTITUTE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS ARE NOT RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. CREDIT RATINGS DO NOT COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MIS ISSUES ITS CREDIT RATINGS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE. © Copyright 2009, Moody's Investors Service, Inc. and/or its licensors and affiliates including Moody's Assurance Company, Inc. (together, \"MOODY'S\"). All rights reserved. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, such information is provided “as is” without warranty of any kind and MOODY’S, in particular, makes no representation or warranty, express or implied, as to the accuracy, timeliness, completeness, merchantability or fitness for any particular purpose of any such information. Under no circumstances shall MOODY'S have any liability to any person or entity for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error (negligent or otherwise) or other circumstance or contingency within or outside the control of MOODY'S or any of its directors, officers, employees or agents in connection with the procurement, collection, compilation, analysis, interpretation, communication, publication or delivery of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever (including without limitation, lost profits), even if MOODY'S is advised in advance of the possibility of such damages, resulting from the use of or inability to use, any such information. The credit ratings and financial reporting analysis observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling. MOODY'S 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 have, prior to assignment of any rating, agreed to pay to MOODY'S for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,400,000. Moody’s Corporation (MCO) and its wholly-owned credit rating agency subsidiary, Moody’s Investors Service (MIS), also maintain policies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually on Moody’s website at www.moodys.com under the heading “Shareholder Relations — Corporate Governance — Director and Shareholder Affiliation Policy.” 22 January 2009 Special Comment Moody’s Investors Service – Credit Uncertainty: Global Corporate Finance
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