Analysis. Banco Popolare Di Verona e Novara S.c.r.l. Verona, Italy. January Ratings and Contacts. Key Indicators

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1 Banco Popolare Di Verona e Novara S.c.r.l. Verona, Italy Ratings and Contacts Category Moody s Rating Bank Deposits A2/P-1 Bank Financial Strength C+ Issuer Rating A2 Senior Unsecured A2 Senior Subordinate -Dom Curr A3 Jr Subordinate MTN -Dom Curr A3 Key Indicators Analysis Tier III MTN -Dom Curr Baa1 Commercial Paper -Dom Curr P-1 Analyst Phone Paola Marchesini/London Antonella Pisani/London Samuel S. Theodore/London Banco Popolare Di Verona e Novara S.c.r.l. (Consolidated) [1] [2]Avg/CAGR Total assets (EUR bn) Total Capital (EUR bn) Return on average assets Recurring earning power[3] Net interest margin Cost / income ratio Problem loans % gross loans Tier 1 ratio (%) [1] As of Dec. 31. [2] Compound Annual Growth Rate for total assets and total capital. [3] Preprovision income % average assets. Opinion Credit Strengths The main credit strengths of BPVN are: - A strong franchise in the wealthy northern regions of Italy - particularly in the provinces of Verona, Bergamo, Reggio Emilia, Modena and Novara. - Above average profitability levels. - Despite being a "banca popolare", it is board policy that the bank's employees cannot be voting shareholders. - The increased size offers opportunities for economies of scale, efficiency, profitability improvements and synergies from cross-selling the wide and more sophisticated BPV product range to BPN retail clients. - Progress in group rationalisation following the integration with BPN is already evident. Credit Challenges The main credit weaknesses of BPVN are: - The rationalisation and integration of BPV with BPN, a weaker and relatively large institution which was undergoing a restructuring, may prove challenging in a slower economy and amid increasing sector consolidation. - The merger had a negative impact on BPV's financial profile. - Operating in highly competitive areas. Rating Rationale The A2/P-1 long-term and short-term debt ratings and the C+ financial strength rating (FSR) of Banco Popolare di Verona e Novara (BPVN) reflect the bank's strengthened franchise in the wealthiest regions of northern Italy, its position as one of the ten largest Italian bank with over 1,100 branches and a wide customer base of three million clients. Another factor underpinning the ratings is the strength of the plan for the integration of the entities that have united to form it. The ratings also take into consideration the high degree of competition in its areas of operation and the increasingly consolidating nature of the Italian banking sector. Verona-based BPVN is a co-operative bank ("banca popolere") created on 1 June 2002 following the merger of Banca Popolare di Verona-Banco S. Geminiano e S. Prospero (BPV), a regional banking group with a strong franchise in January 2003 the affluent regions of Veneto and Emilia Romagna, with Banca Popolare di Novara S.c.a.r.l (BPN), a weaker and relatively large institution based in the Piedmont region. We view positively the strategic motivation for the merger, particularly given the excellent geographic complementarity of the merged entities and the potential benefits deriving from attaining a larger size. The well-defined integration plan is expected to deliver merger benefits in a relatively short period of time. However, the current backdrop of a slowing economy and increasing competition render the integration task particularly challenging. Although the merger had a negative impact on BPV's financial profile overall, particularly on asset quality and efficiency, Moody's expects improvements to materialise in a relatively short period of time. Rating Outlook - Stable The stable outlook reflects both the challenges that BPV will face in its integration with BPN, particularly in the context of a slower economy and increasing sector consolidation, and our expectation that merger benefits will be delivered in a relatively short period of time. What Would Change the Rating - UP Robust and sustainable growth in market shares combined with successful group integration and rationalisation leading to strong profitability enhancement through increased productivity and cost-cutting, strong asset management revenue growth and significant improvement of asset quality. What Would Change the Rating - DOWN BPVN's ratings could be pressured by a lack of material progress in the group's integration, a deterioration of the bank's financial and market position and undertaking new material acquisitions before integration results have been achieved. Recent Results The group's first nine months 2002 net income was 363 million, up 61.7% year-on-year, mainly thanks to the sale of the real estate company Impresol. Without the afore mentioned sale the increase would only have been +2.2%.

2 Ownership 1 A CO-OPERATIVE BANK WHOSE BOARD POLICY DOES NOT ALLOW EMPLOYEES TO BE VOTING SHAREHOLDERS Banco Popolare di Verona e Novara S.c.a.r.l. (BPVN) is incorporated as a co-operative bank (banca popolare). Under Italian law, this status implies an ownership structure whereby each shareholder is limited to a maximum shareholding of 0.5% (with the exception of institutional investors) and a single vote, regardless of the number of shares held. Voting by proxy is allowed with a maximum of two proxy votes per shareholder. The risk inherent in such a structure is that a small, organised and active group of shareholders such as employees, for example may gain control of the bank and pursue objectives that would be of greater benefit to the group itself than to the bank. However, it is board policy that BPVN s employees cannot be accepted as voting shareholders at the annual general meeting, which means that only those from integrated entities have this right, but they are estimated to represent only 1% of the total. Franchise BPVN HAS TRANSFORMED ITSELF INTO A MULTI-REGIONAL BANK WITH A SIGNIFICANT PRESENCE IN NORTHERN ITALY With total assets in excess of 50 billion, BPVN (rated A2/P-1/C+) is one of Italy s top ten banking groups. BPVN is based in the city of Verona in the wealthy northern Italian region of Veneto, where it boasts a provincial market share of 30.75% and 20.70% 2 for deposits and loans, respectively. Originally focused on its home region, the bank has diversified geographically in recent years by expanding into neighbouring areas. In particular, the acquisitions of Banco S. Geminiano e S. Prospero (not rated), Credito Bergamasco (not rated) and most recently of Banca Popolare di Novara Scarl (not rated) have allowed BPVN to expand into the rich Italian regions of Emilia Romagna, Piedmont and Lombardy. It now enjoys a network of 1,148 branches with three million customers. AND NOW OFFERS A WIDE PRODUCT RANGE IN ADDITION TO TRADITIONAL BANKING SERVICES Historically, BPVN has offered only traditional banking services mainly to retail and small to medium-sized companies. However, it now offers a wide range of products including asset management, investment banking, private banking, merchant banking, leasing, bancassurance and consumer finance. THE RECENT MERGER WITH BPN COULD OFFER GOOD UPSIDE POTENTIAL BPVN was created following the merger of Banca Popolare di Verona-Banco S. Geminiano e S. Prospero (BPV) with Banca Popolare di Novara S.c.a.r.l. (BPN) on 1 June BPV has benefited from BPN s strong franchise in the northern Italian regions of Piedmont and Liguria, as well as its presence in the western areas of Lombardy and Veneto. Overall, BPN has brought to the new group 529 branches with a meaningful presence in some regions of central and southern Italy, although 89% of the new group s branches are in northern Italy. We view positively the acquisition of an entity which is geographically complementary to BPV, and consider it to be an opportunity to increase the group s market share and profitability and to achieve economies of scale in a relatively short period of time. BUT INTEGRATION COULD PROVE CHALLENGING Although BPV has so far demonstrated a good track record in integrating acquired entities, the rationalisation and integration of BPN, a weaker and relatively large institution, which is additionally undergoing a restructuring, could prove challenging in the context of a slower economy and increasing sector consolidation. The new group has adopted a federal business model and although we view favourably the bank s acknowledgement of the intrinsic value of brand recognition in Italy, we note that the absence of a full merger may imply fewer economies of scale, especially on the cost side, thus limiting efficiency improvements. 1. Unless otherwise indicated data is pro-forma as at 30 June Data as at 30 September Moody s Analysis

3 We also note that BPVN has material shareholdings in some product companies whose activities overlap with those of some of the group's subsidiaries. The fact that it is very difficult to eliminate these overlaps may represent a further constraint to a substantially higher efficiency level. Strategy And Group Structure THE GROUP S REORGANISATION FOLLOWING ITS INTEGRATION WITH BPN SHOULD ALLOW FOR EFFICIENCY IMPROVEMENTS The BPVN group structure now comprises the following four divisions: Retail banking Corporate banking Private & Investment banking, Group Finance Operations Support functions such as back office, IT systems and logistics have been centralised into a newly established service company called SGS. We view positively the reorganisation following the merger with BPN, as it should permit a higher level of specialisation and therefore a better quality of service for BPVN s clients. The group s business plan also stipulates a reorganisation of the branch network to be completed in 2003, with the aim of promoting local brands in their historical franchise area. In particular, the branches of BPN, located in the north-east of Italy, are being transferred to BPVN, while the areas of West Lombardy, Liguria, Piedmont and Valle d Aosta and Rome will be part of the area controlled by BPN. At the same time, the branches of the BPV Group operating in the same areas will also be channelled into BPN, while BPN s branches in central and southern Italy will be transferred to BPVN in view of their increased importance or as a result of a strategic repositioning. Synergies are expected to be achieved by integrating the Head Office functions, reorganising the branch network, adopting the information system used by BPV as well as integrating the back office, risk management activities, private banking, asset management activities and the financial adviser networks. By 2005, the annual pre-tax revenue synergies are estimated to be 54 million while integration costs should be between 135 and 165 million. BPVN S AIM IS TO CREATE A SIZEABLE BANKING GROUP IN NORTHERN ITALY, FOCUSING ON RETAIL AND SMES, A MULTI-CHANNEL DISTRIBUTION MODEL AND CROSS-SELLING A WIDE PRODUCT RANGE BPVN s management strategy is to create a sizeable co-operative banking group in some of the wealthiest regions of northern Italy by leveraging its strong franchise to improve profitability, with a targeted ROE of around 20%. This should be achieved through economies of scale, product innovation and cross-selling, thereby extending BPV s best practice to the group s areas of operation and branches that are currently less profitable. BPVN is scaling down its exposure to large industrial groups so as to reduce concentration and focus on retail clients and SMEs. The ongoing client segmentation and the adoption of a multi-channel distribution model will allow a better level of service and revenue maximisation. The servicing of corporate customers will be handled via specialised units called Corporate Centres which will work in co-ordination with the retail network. In order to achieve economies of scale and facilitate alliances with external partners, the financial advisory networks of Novara Invest SIM and Creberg SIM will be integrated by the end of the first quarter of 2003, thus creating a structure with over 400 sales agents. The merger with BPN offers good opportunities for cross-selling for instance, the new group can leverage BPV s wider and more sophisticated product range and offer it to BPN clients. In addition, BPN s relatively weak mutual fund business could be an area with good potential for BPVN. Moreover, in 2001, the group reorganised its insurance operations in order to strengthen its bancassurance activity: BPV has a joint venture with Cattolica Assicurazioni (BPV Vita) while BPN SpA has a joint venture with SAI (Novara Vita). This is an area that represents potentially attractive growth opportunities. RELATIVELY NEW INVESTMENT AND MERCHANT BANKING ACTIVITIES MAY RAISE THE GROUP S RISK PROFILE Under the new BPVN group, private banking activities are consolidated within Banca Aletti while preserving the foreign structures of Aletti Suisse and BPV International. (Asset management activities that were carried out by Sogepo and Aletti Gestielle SGR have already been consolidated within Aletti Gestielle SGR.) Banca Aletti is also Moody s Analysis 3

4 the platform for the group s investment banking, merchant banking and finance activities. While we view these initiatives positively and consider them to be additional sources of revenues generation, we caution that these may also raise the group s risk profile. DEVELOPMENT OF OPERATIONAL RISK CONTROL PROCEDURES STILL AT AN EARLY STAGE The bank s steps towards developing operational risk control procedures are still in their infancy and involve BPVN s participation in a related project with ABI (Italian Banking Association). Financial Fundamentals Given the recent merger with BPN, which has profoundly changed the structure of the group, past performance gives relatively little indication of future performance, as this will be mainly driven by achievements in integrating this merger. Overall, the merger had a negative impact on BPV s financial profile, in particular with regard to asset quality and efficiency. However, the successful implementation of merger rationalisation and integration plans is expected to bring improvements in the medium term. IMPROVED AND ABOVE-AVERAGE PROFITABILITY In 2001, BPV already benefited from above-average profitability compared with its competitors with a net interest margin of 2.81% and a recurring earning power of 1.61% and this has not been negatively impacted by the merger with BPN. The income source mix is good, with fee & commission income contributing well above one third of operating income, while the group s more volatile trading income represented only between 2.5% and 3%, with most of the remaining part being interest income. Despite more difficult market conditions, net interest income remained stable in 2001 at 209 million. An 8% reduction in fee & commission income was offset by an increase in net interest income mainly thanks to volume growth. ACCEPTABLE EFFICIENCY LEVELS HAVE DETERIORATED DUE TO THE MERGER, BUT WE EXPECT IMPROVEMENTS IN THE SHORT TERM Although the bank s cost-to-income ratio is in line with that of its peers, it has nonetheless deteriorated in 2001, particularly after the merger. As of 2003, efficiency improvements are expected to filter through as a result of the integration and rationalisation of BPN within the group. The integration plan forecasts 168 million worth of pretax synergies by 2005 and a total headcount reduction of 929. ASSET QUALITY HAS NOW WEAKENED WITH THE ACQUISITION OF BPN BPV s problem loans represented 2.40% of gross loans in 2001, while loan loss reserves represented 78% of problem loans in other words, relatively good ratios. However, these ratios have deteriorated to 5.08% 3 and around 51%, respectively, following the merger and are now worse than those of its similarly rated Italian peers. The bank has traditionally displayed a good credit culture, resulting in adequate asset quality, aided by its focus on the best-performing regional Italian economies. However, the group s results have been negatively affected by its acquisition of BPN, which had a high proportion of NPLs. It is worth mentioning that most of BPN s NPLs were concentrated in INCE (a former BPN bad bank) whose portfolio is guaranteed by real estate. As at 30 September 2002, the loan book showed good sector diversification with a gradual reduction in exposure to larger companies. Total secured customer loans account for 41% of gross loans while mortgages represent 24% of total gross loans values that seem modest for a retail bank. The bank is planning to introduce new group credit policy procedures soon and implement an internal rating system by We view this initiative positively, even though a more difficult economic scenario might render improvements in asset quality more challenging in the short term. IMPROVED AND ADEQUATE FUNDING PROFILE, AVERAGE LIQUIDITY BPVN s liquidity profile is in line with that of its similarly rated Italian peers. The bank s funding profile has slightly improved with the acquisition of BPN customer deposits, thereby diminishing the group reliance on the more volatile interbank market. 3. Data as at 30 September Moody s Analysis

5 In 2002, the bank successfully managed to offset money withdrawn from its asset management business by offering structured products with guaranteed capital to its clients. Around 70% of the outstanding retail bank s market funds are placed with private customers. IMPROVING AND SATISFACTORY CAPITAL LEVEL With a Tier 1 ratio of 6.42% in 2001, which improved to 7% by 30 November 2002, the group capital is satisfactory. The improvements in its Tier 1 ratio were the result of asset sales and two securitisations of performing loans one carried out by Banca Popolare di Verona in December 2001 and another in February 2002 by BPV s leasing subsidiary for a total amount of 1.2 billion. The merger plan shows a targeted Tier 1 ratio of 8% for 2005 an increase which is mainly resulting from internal capital generation and maintenance of a dividend distribution policy of 40%-50%. Moody s Analysis 5

6 Issuer Profile 4 CONTACTS Investor Relations: Dott. Tom Lucassen, Tel , investor.relations@bpv.it Dott. Stefano Frega, Tel , investor.relations@bpv.it Funding Dott. Achille Cerri, , funding@bpv.it Web Site: HISTORY Banco Popolare di Verona e Novara S.c.r.l (BPVN) was created in June 2002 following the merger of Banca Popolare di Verona - Banco S. Geminiano e S. Prospero S.c.c.r.l (BPV) and Banca Popolare di Novara S.c.r.l. (BPN). The new entity is one of Italy s top ten banking groups, with total assets of over 50 billion, three million customers mainly comprising households and small and medium-sized enterprises, and a domestic market share of % and 3.50% for loans and deposits, respectively. BPV was founded in 1867 under the name of Banca Mutua Popolare di Verona. During the 1980s, the bank strengthened its position in its home region of Veneto by acquiring several banks: Banca A. Tamai di Spilimbergo (not rated), Banca Popolare di Arzignano (not rated) and Banca Popolare di Castiglione delle Stiviere (not rated). In 1993, the bank expanded into the nearby region of Emilia Romagna with the acquisition of Banco S. Geminiano e S. Prospero (not rated) and changed its name to Banca Popolare di Verona - Banco S. Geminiano e S. Prospero Scrl. Further expansion continued during the 1990s with the purchase of Credito Bergamasco (not rated), thus strengthening BPV s position in the north of Italy. In 2000, BPV bought Banca Aletti a bank offering private banking services which is now also the group s investment banking platform. BPN was established in 1871 as a co-operative bank in the city of Novara in the wealthy northern Italian region of Piedmont. The bank began its significant expansion both into the north and centre of Italy in the 1920s, incorporating Banca Popolare della Lomellina (1922), Piccolo Credito di Cuneo (1929) and acquiring Banca Popolare Cooperativa di Venezia (1924) and Banca Popolare di Como (1935). In the 1980s, BPN continued to expand in the centre and south of Italy by acquiring Banche Popolari di Pisa, di la Spezia e Lunigiana, di Nola, di Catania e del Credito Campano. It also gained control of Banca Popolare di Lecco, and of Banca Sannitica. By the 1990s, BPN had over 400 branches. In 1999, BPN began a restructuring and remodernisation plan which was underway at the time of the merger with BPV in OWNERSHIP BPVN has a fragmented and diversified ownership base, with each of its 145,000 shareholder being entitled to one vote only, notwithstanding the percentage of share capital owned. About 60% of its capital is estimated to be in the hands of private shareholders, with the balance with institutional investors. 4. Unless otherwise indicated data as at 30 June Data is pro-forma as at 31 March Moody s Analysis

7 BUSINESS ACTIVITIES Retail and commercial banking Bancassurance Leasing Consumer Finance Private banking Asset management Tax collection Investment and merchant banking DISTRIBUTION CHANNELS 1,148 branches Internet banking Telephone banking 453 sales agents 21 Financial Centres 46 Financial Points 1,300 ATM GEOGRAPHIC PRESENCE Italy: Present in 14 out of 20 Italian regions: Lombardy, Piedmont, Liguria, Veneto, Trentino Alto Adige, Friuli Venezia Giulia, Emilia Romagna, Tuscany, Marche, Molise, Lazio, Campania, Puglia and Sicily. Abroad: France, Luxembourg, Switzerland, United Kingdom and representative offices in Hong Kong and India. Rating History Long-term Bank Deposits Aa3 A1 A2 A3 1/96 1/97 1/98 1/99 1/00 1/01 1/02 1/03 Moody s Analysis 7

8 Banco Popolare Di Verona e Novara S.c.r.l. (Consolidated) Summary Balance Sheet (EUR million) 31/12/01 31/12/00 31/12/99 31/12/98 31/12/97 Cash & central bank Due from banks 5,508 3,976 3,941 4,396 3,460 Securities 2,575 3,244 3,245 3,229 2,816 Gross loans 19,419 17,945 15,680 13,347 12,106 Loan loss reserves (LLR) Insurance assets Fixed assets Other assets 2,359 1,998 2,064 1,692 1,669 Total assets 30,589 27,634 25,213 23,017 20,941 Total assets (USD million) [1] 27,096 26,021 25,316 26,859 23,098 Demand deposits 8,645 8,228 7,866 6,997 6,612 Savings deposits [2] 3,350 2,919 1,853 2,478 2,645 Due to banks 6,198 5,096 4,795 4,277 2,800 Market funds 7,627 7,050 6,425 5,675 5,481 Insurance liabilities Other liabilities 1,886 1,642 1,688 1,324 1,370 Total liabilities 27,705 24,935 22,628 20,750 18,908 Subordinated debt Shareholders' equity 1,884 1,767 1,659 1,584 1,338 Total capital funds 2,884 2,700 2,585 2,266 2,033 Total liabilities & capital funds 30,589 27,634 25,213 23,017 20,941 Derivatives - notional amount 16,436 13,867 11,547 7,388 6,874 Derivatives - replacement value Contingent liabilities 3,757 3,651 3,361 2,639 3,754 Risk weighted assets (RWA) 21,999 21,087 18,600 15,248 14,092 Assets under management (EUR million) [3] ,533 13,267 9,115 Number of employees 6,879 6,769 6,504 6,315 6,196 Summary Income Statement +Interest income 1,576 1,438 1,123 1,326 1,058 -Interest expense =Net interest income Trading income Fee & commission income Insurance income (net) Other operating income =Operating income 1,302 1,294 1,061 1, Personnel expenses Other operating expenses = Operating funds flow Amortisation/depreciation (Total operating expenses) =Preprovision income (PPI) Loan loss provisions Other non operating adjustments [4] Extraordinary profit / loss =Pretax income Taxes =Net income Minority interests =Net income (group share) Growth Rates (%) Gross loans Total assets Customer deposits (demand and savings) Net interest income Fee & commission income Operating expenses Preprovision income Net Income Moody s Analysis

9 Banco Popolare Di Verona e Novara S.c.r.l. (Consolidated) Income Statement in % Average Risk Weighted Assets 31/12/01 31/12/00 31/12/99 31/12/98 31/12/97 Net interest income Trading income Fee and commission income Insurance income Operating income Operating expenses Preprovision income Loan loss provisions Extraordinary profit Net income Liquidity, Funding (including sub debt) & Balance Sheet Composition Avg. liquid assets % avg. total assets Avg. gross loans % avg. total assets Avg. customer deposits % avg. total funding Avg. interbank funds % avg. total funding Avg. market funds (excl. interbank) % avg. total funding Avg. sub debt % total funding Avg. liquid assets % avg. customer deposits Avg. gross loans % avg. customer deposits Avg. market funds reliance [5] Avg. RWA % avg. total assets Breakdown of Operating Income in % Net interest income % operating income Trading income % operating income Fee & commission income % operating income Insurance income % operating income Other operating income % operating income Profitability Yield on avg. earning assets (%) Cost of interest bearing liabilities (%) Net interest margin (%) Recurring earning power (PPI % avg. assets) Risk-weighted recurring earning power (PPI % avg. RWA) Return on average assets (%) Return on avg. RWA (%) Return on equity (period end) (%) Net interest income coverage of loan loss provisions Loan loss provisions % preprovision income Internal capital growth (%) Dividend payout ratio (%) Efficiency Cost/income ratio (operating expenses % operating income) Operating expenses % average assets Operating income / employee (EUR thousand) Operating expenses / employee (EUR thousand) PPI / employee (EUR thousand) Total assets / employee (EUR million) Asset Quality and Risk Measurement Problem loans % gross loans LLR % problem loans LLR % gross loans Loan loss provisions % gross loans Problem loans % (shareholders' equity + LLR) Replacement value % shareholder's equity Capital Adequacy (Period End) Tier 1 ratio (%) Total capital ratio (%) Shareholders' equity % total assets Equity participations % shareholders' equity [1] USD figure uses historical exchange rate against the Euro. [2] Full disclosure may not be available for all years. The amount is then included in "demand deposits". [3] As reported by the bank [4] This may include value adjustments of securities. [5] Avg. [(market funds-liquid assets) % (earning assets-liquid assets)] Moody s Analysis 9

10 Moody s Coupon Type of Debt Maturity Rating Banco Popolare Di Verona e Novara S.c.r.l. Issuer Rating A2 Euro MTN Program A3 Euro MTN Program A3 Euro MTN Program A2 Euro MTN Program Baa % Subordinated Italian Bonds 2005 A % Italian Bonds 2007 A % Italian Bonds 2007 A % Italian Bonds 2007 A % Italian Bonds 2007 A2 Index Linked Italian Bonds 2007 A % Zero Cpn. Index Lkd. Italian Bonds 2006 A2 Flt. Rate Euronotes 2006 A % Italian Bonds 2005 A % Italian Bonds 2005 A % Italian Bonds 2005 A % Italian Bonds 2005 A % Fixed/Floating Rate Italian Bonds 2005 A % Italian Bonds 2005 A2 Fltg. Rt. Italian Notes 2005 A2 Flt Rt Euro Medium Term Notes 2004 A2 Commercial Paper P-1 Bank Financial Strength Rating C+ Long-Term Bank Deposit Rating A2 Short-Term Bank Deposit Rating P-1 10 Moody s Analysis

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12 To order reprints of this report (100 copies minimum), please call Report Number: Author David Golin Paola Marchesini Editor Maya Penrose Senior Associate David Golin Statistical Associate Luca Jenkins Sr. Prod. Associate Mark A. Lee Copyright 2003, Moody's Investors Service, Inc. and/or its licensors 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, 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. Pursuant to Section 17(b) of the Securities Act of 1933, 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 $1,500,000.