New Issue: MOODY'S ASSIGNS Aa3 RATING TO SAN FRANCISCO PUBLIC UTILITIES COMMISSION'S WATER REVENUE BONDS

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1 New Issue: MOODY'S ASSIGNS RATING TO SAN FRANCISCO PUBLIC UTILITIES COMMISSION'S WATER REVENUE BONDS Global Credit Research - 08 May 2012 APPROXIMATELY $4.7 BILLION IN DEBT AFFECTED SAN FRANCISCO PUBLIC UTILITIES COMMISSION, CA Water Enterprise CA Moody's Rating ISSUE RATING Water Revenue Bonds, Series 2012A Sale Amount $584,000,000 Water Revenue Bonds, Series 2012B Sale Amount $15,000,000 Water Revenue Refunding Bonds Series 2012D Sale Amount $26,600,000 Water Revenue Refunding Bonds Subseries C Sale Amount $24,200,000 Water Revenue Refunding Bonds Subseries C Sale Amount $70,300,000 Moody's Outlook STA Opinion NEW YORK, May 08, Moody's Investors Service has assigned an rating to the Public Utilities Commission of the City and County of San Francisco's (SFPUC) Water Revenue Bonds 2012 Series ABCD. Our outlook on the SFPUC's long-term, water enerprise ratings is stable. At this time, we have also affirmed the rating on the Commission's outstanding water revenue debt.

2 RATINGS RATIONALE The rating assignment reflects the SFPUC's narrow but stable fiscal position, including low but steady debt service coverage levels. Our assessment of the commission's credit quality also includes the SFPUC's sound water supply, healthy projected rate increases, and generally strong service area. The bonds are secured by the SFPUC's pledge of net water revenues. STRENGTHS -Healthy supply of low cost water -Large and generally stable service area -Significant recent and projected rate increases -Amendment to wholesale water rate-setting allowing for mid-year adjustment, for FY CHALLENGES -Continued declines in water demand -Significant rate increases needed to maintain lower than typical coverage levels -Substantial debt load with additional borrowing to come DETAILED CREDIT DISCUSSION NARROW BUT STABLE FISCAL POSITION CONSISTENT WITH EXPECTATIONS Audited fiscal 2011 operating results provided 1.13 times coverage of total debt service by net revenues alone. This is consistent with management's projections of 1.15 times coverage by net revenues. Though a low level of coverage, this stabilization is a departure from the material decline in coverage by net revenues undergone in the previous two fiscal years. Fiscal 2011 debt service coverage inclusive of reserves, as permitted by the indenture, equaled a significantly stronger 1.96 times debt service. The SFPUC has had to contend with a five year trend of declining water sales which is expected to moderate in the coming years. In response to this trend and significant capital needs, SFPUC has steadily raised rates, a pattern that that we anticipate will continue allowing the SFPUC to generate narrow but stable operating results. Fiscal 2011 represented a solid rebound from the weak operations in fiscal 2010 as the SFPUC underwent a $30 million increase in total revenues while expenses fell by $16 million to produce the largest operating surplus since fiscal SIGNIFICANT AND REGULAR RATE INCREASES SHOULD GENERATE STABLE THOUGH NARROW COVERAGE BY NET REVENUES ASSUMING FLAT WATER CONSUMPTION As it has in the past, the SFPUC expects to continue to implement regular rate increases for both its retail and wholesale water customers. These increases should enable the utility to generate narrow but steady coverage by net revenues. This projection assumes that water consumption over the next several years remains flat relative to fiscal In the event that consumption is unexpectedly weak, SFPUC would likely adjust rates as needed to maintain adequate coverage as permitted by its wholesale water contract. Retail water rates, which apply to City of San Francisco customers, are approved through 2014 including 12.5% in 2013 and 6.5% in Additional increases are projected but not approved through fiscal These includes increases of 15% in 2015 and 12.5% in fiscal 2016 and Water rates to the SFPUC's 27 wholesale customers are also expected to rise by 11.4%, 7.2% 16.6% and 10.7% in each respective year from fiscal 2013 to This rate management strategy results in projected, average debt service coverage by net water revenues of 1.29 times through 2017, a marginal improvement over the previous expectation of 1.26 times through 2016 during our last review. This includes an expected 1.32 times coverage in fiscal Coverage in the current fiscal year rises to 1.50 times including reserves and averages 1.50 times through 2017, with fiscal 2012 being the low point. The coverage level including reserves is still fairly weak for the rating level given than the median coverage level for Moody's rated water utilities approximates two times by net revenues alone. Though narrow, we anticipate that the SFPUC will maintain steady operations to produce results that do not materially differ from those described here.

3 HIGHLY LEVERAGED SYSTEM WITH VERY LARGE CAPITAL PLAN AND SIZEABLE DEBT ISSUANCE STILL TO COME ; SOLID CAPITAL PLAN MANAGEMENT AND MODEST VARIABLE RATE DEBT The SFPUC's overall debt load is a credit weakness with a high level of additional borrowing still to come. The SFPUC's debt ratio is very high at 127%, a mark well above the median for Moody's-rated water enterprises. The debt will remain significantly elevated given expected issuances of $553 million and $163 million in 2014 and 2015 respectively. Despite the significant size and scope of the capital plan, the SFPUC has generally kept its project schedule on time and on budget, which underscores the strength of the SFPUC's management team. The time and cost effectiveness of the capital management is more impressive given the size and complexity of many of the projects. The SFPUC has $174 million in outstanding commercial paper. The CP is supported by to two liquidity facilities, one with JP Morgan (Aa1 rating under review for possible downgrade) and another with U.S. Bank (Aa2 Negative Outlook). Each of these facilities expire in June In the event of a failed remarketing, the CP would mature over a five year term, which would present a significant but likely manageable challenge for SFPUC given its current and projected cash position. The SFPUC also has a letter of credit from Bank of America (A2 rating under review for possible downgrade). However, the SFPUC has not issued any CP backed by this LOC nor does it have any current plans to do so. SOLID WATER SUPPLY POSITION DESPITE BELOW AVERAGE PRECIPITATION THUS FAR IN 2012 The SFPUC derives 85% of its water from the rain and snow runoff of the Sierra-Nevada Mountains. This runoff feeds the Tuolumne River and collects in the Hetch Hetchy reservoir. Various other Bay Area reservoirs provide the remainder of the system's water with only a minimal level of supply being produced by local groundwater. The Hetch Hetchy reservoir water is very clean and therefore requires only a minimal level of treatment. The quality of the water allows the SFPUC to be one of only a few large water systems that is exempt from federal filtration requirements, which allows the system to maintain low treatment costs. The reservoir benefitted from strong precipitation in 2011 that has bolstered the reservoir levels against below average precipitation in The SFPUC expects its reservoirs to be full by year's end. In addition to supplying water, the SFPUC generates hydroelectric power from water used to meet supply obligations and any excess water that flows into the Tuolumne River system. The SFPUC also operates the sewer system for the City of San Francisco. Future water demand is expected to grow at an average annual rate of less than 1% through LARGE AND GENERALLY STABLE BAY AREA SERVICE TERRITORY The SFPUC's greater Bay Area service area is large and encompasses approximately 2.5 million people including residents of the City of San Francisco. San Francisco's 800,000 residents represent the retail segment of the SFPUC's water sales activity. Nearly 70% of the SFPUC's customers are served by wholesalers who receive their water from the commission. Half of the SFPUC's 27 wholesale customers receive 100% of their water from the SFPUC, which helps to bring an element of stability and predictability to water sales revenue. These wholesalers are located in the counties of Alameda, Santa Clara, and San Mateo, which are generally areas of large and diverse economies with positive prospects for long term growth and stability. That said, in the near to mid-term, these areas are undergoing the impacts of the economic recession, which broadly includes elevated unemployment, lower home prices, and decreased volumes of economic activity that have been recently showing signs of modest improvement. LOWER THAN TYPICAL RATE COVENANT AND RESERVE REQUIREMENT The SFPUC's rate covenant and reserve requirement continues to be lower than standard. The SFPUC rate covenant stipulates that rates must be sufficient to provide 1.25 times debt service coverage by net revenues and any available fund balances. This is materially weaker than the more standard provision that 1.25 times coverage be achieved by net revenues alone. The utility uses the less robust legal standard as a means to lessen the financial cost impact to ratepayers. Given the sometimes unpredictable demands of San Francisco ratepayers, this may be useful tactic in maintaining positive public relations and smoothing the path for future rate increases. However, the provisions somewhat undermine bondholder security and lessen the credit quality of SFPUC's water system relative to other credits with a similar credit profile, but more standard legal stipulations. OUTLOOK The stable outlook reflects our expectation that despite narrow margins, the enterprise will exercise its ability to adjust rates and its budget to maintain an adequate fiscal position.

4 WHAT COULD CHANGE THE RATING -UP -Material and sustained improvement of debt service coverage by net revenues -Stabilization of water demand -Significantly larger and sustained unrestricted reserves WHAT COULD CHANGE THE RATING-DOWN -Continued deterioration in debt service coverage by net revenues -Material additional declines in water demand KEY STATISTICS Net working capital as % of current revenues: 54.1 Fiscal 2011 coverage by net revenues: 1.13 times Fiscal 2011 coverage including unbudgeted balance: 1.96 times Projected fiscal 2012 coverage by net revenues: 1.32 times Projected fiscal 2012 coverage including unbudgeted balance: 1.50 times Debt Ratio: 127% The principal methodology used in this rating was Analytical Framework For Water And Sewer System Ratings published in August Please see the Credit Policy page on for a copy of this methodology. REGULATORY DISCLOSURES The Global Scale Credit Ratings on this press release that are issued by one of Moody's affiliates outside the EU are endorsed by Moody's Investors Service Ltd., One Canada Square, Canary Wharf, London E 14 5FA, UK, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rating Agencies. Further information on the EU endorsement status and on the Moody's office that has issued a particular Credit Rating is available on For ratings issued on a program, series or category/class of debt, this announcement provides relevant regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same series or category/class of debt or pursuant to a program for which the ratings are derived exclusively from existing ratings in accordance with Moody's rating practices. For ratings issued on a support provider, this announcement provides relevant regulatory disclosures in relation to the rating action on the support provider and in relation to each particular rating action for securities that derive their credit ratings from the support provider's credit rating. For provisional ratings, this announcement provides relevant regulatory disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that may be assigned subsequent to the final issuance of the debt, in each case where the transaction structure and terms have not changed prior to the assignment of the definitive rating in a manner that would have affected the rating. For further information please see the ratings tab on the issuer/entity page for the respective issuer on Information sources used to prepare the rating are the following: parties involved in the ratings, public information, and confidential and proprietary Moody's Investors Service information. Moody's considers the quality of information available on the rated entity, obligation or credit satisfactory for the purposes of issuing a rating. Moody's adopts all necessary measures so that the information it uses in assigning a rating is of sufficient quality and from sources Moody's considers to be reliable including, when appropriate, independent third-party sources. However, Moody's is not an auditor and cannot in every instance independently verify or validate information received in the rating process. Please see the ratings disclosure page on for general disclosure on potential conflicts of interests.

5 Please see the ratings disclosure page on for information on (A) MCO's major shareholders (above 5%) and for (B) further information regarding certain affiliations that may exist between directors of MCO and rated entities as well as (C) the names of entities that hold ratings from MIS that have also publicly reported to the SEC an ownership interest in MCO of more than 5%. A member of the board of directors of this rated entity may also be a member of the board of directors of a shareholder of Moody's Corporation; however, Moody's has not independently verified this matter. Please see Moody's Rating Symbols and Definitions on the Rating Process page on for further information on the meaning of each rating category and the definition of default and recovery. Please see ratings tab on the issuer/entity page on for the last rating action and the rating history. The date on which some ratings were first released goes back to a time before Moody's ratings were fully digitized and accurate data may not be available. Consequently, Moody's provides a date that it believes is the most reliable and accurate based on the information that is available to it. Please see the ratings disclosure page on our website for further information. Please see for any updates on changes to the lead rating analyst and to the Moody's legal entity that has issued the rating. Analysts Michael Wertz Lead Analyst Public Finance Group Moody's Investors Service Eric Hoffmann Backup Analyst Public Finance Group Moody's Investors Service Contacts Journalists: (212) Research Clients: (212) Moody's Investors Service, Inc. 250 Greenwich Street New York, NY USA 2012 Moody's Investors Service, Inc. and/or its licensors and affiliates (collectively, "MOODY'S"). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. ("MIS") AND ITS AFFILIATES ARE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY'S ("MOODY'S PUBLICATIONS") MAY INCLUDE MOODY'S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY'S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY'S OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR

6 MOODY'S OPINIONS INCLUDED IN MOODY'S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. CREDIT RATINGS AND MOODY'S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY'S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY'S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY'S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY'S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE. ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY'S PRIOR WRITTEN CONSENT. All information contained herein is obtained by MOODY'S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided "AS IS" without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources Moody's considers to be reliable, including, when appropriate, independent third-party sources. However, MOODY'S is not an auditor and cannot in every instance independently verify or validate information received in the rating process. 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 ratings, financial reporting analysis, projections, and other 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. Each user of the information contained herein must make its own study and evaluation of each security it may consider purchasing, holding or selling. 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. MIS, a wholly-owned credit rating agency subsidiary of Moody's Corporation ("MCO"), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MIS have, prior to assignment of any rating, agreed to pay to MIS for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS's ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at under the heading "Shareholder Relations Corporate Governance Director and Shareholder Affiliation Policy." Any publication into Australia of this document is by MOODY'S affiliate, Moody's Investors Service Pty Limited ABN , which holds Australian Financial Services License no This document is intended to be provided only to "wholesale clients" within the meaning of section 761G of the Corporations Act 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.

7 Notwithstanding the foregoing, credit ratings assigned on and after October 1, 2010 by Moody's Japan K.K. ( MJKK ) are MJKK's current opinions of the relative future credit risk of entities, credit commitments, or debt or debt-like securities. In such a case, MIS in the foregoing statements shall be deemed to be replaced with MJKK. 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. This credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail investors. It would be dangerous for retail investors to make any investment decision based on this credit rating. If in doubt you should contact your financial or other professional adviser.

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