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CRA Industry Primer

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DISCLOSURE APPENDIX AT THE BACK OF THIS REPORT CONTAINS IMPORTANT DISCLOSURES, ANALYST CERTIFICATIONS, AND THE STATUS OF NON-US ANALYSTS. US Disclosure: Credit Suisse does and seeks to do business with companies covered in its research reports. As a result, investors should be aware that the Firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single factor in making their investment decision. Credit Suisse US Financial Intelligence Equity Research Americas/United States Credit Ratings Agency (CRA) Industry Primer July 18, 2016 RESEARCH ANALYSTS Ashley N. Serrao CFA Research Analyst +1 212-538-8424 [email protected] Marcus Carney Research Analyst +1 212-325-1442 [email protected]
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Page 1: CRA Industry Primer

DISCLOSURE APPENDIX AT THE BACK OF THIS REPORT CONTAINS IMPORTANT DISCLOSURES, ANALYST CERTIFICATIONS, AND THE STATUS

OF NON-US ANALYSTS. US Disclosure: Credit Suisse does and seeks to do business with companies covered in its research reports. As a result, investors

should be aware that the Firm may have a conflict of interest that could affect the objectivity of this report. Investors should consider this report as only a single

factor in making their investment decision.

Credit Suisse US Financial Intelligence Equity Research

Americas/United States

Credit Ratings Agency (CRA) Industry Primer July 18, 2016

RESEARCH ANALYSTS

Ashley N. Serrao CFA

Research Analyst +1 212-538-8424 [email protected]

Marcus Carney

Research Analyst +1 212-325-1442 [email protected]

Page 2: CRA Industry Primer

1

22%

17%

12%

9% 9%

17%19%

15%

19%

14%

0%

10%

20%

30%

2011 2012 2013 2014 2015

Platts SNL

SPGI: You Can’t Dent a Benchmark

Collection of Valuable Benchmarks; SNL Amplifies Capital IQ & Platts

S&P Global boasts a collection of high margin and iconic brands with strong competitive

moats and/or secular tailwinds spanning ratings (S&P), indices (S&P Dow Jones) and

commodities information (Platts). Ultimately, this translates to pricing power, more durable

revs during a downturn and significant free cash flow generation. We expect the latter to be

deployed towards buybacks, organic investments (fixed income indices, commodities

benchmarks) and brand extensions via selective acquisitions (rolling up the fragmented

commodities information industry under Platts). In a similar vein, the recent SNL acquisition

amplifies the value of Capital IQ and Platts, with unique industry content that should drive

pricing power, provide new industries to grow into and build differentiated content sets (real

estate, media etc.) and boost margins in Market Intelligence towards 35%+.

Ratings Revenue Mix less Cyclical than MCO; L/T Opportunities Attractive

In our view, SPGI’s ratings business is better positioned to outperform Moody’s during a

down-turn, given more relationship-based recurring revenues (54% of issuance revs vs.

39% at MCO) and less exposure to more-cyclical structured products and high yield

issuance (21% vs. 28% at MCO). More broadly, the latter should drive a shallower down-

cycle with strong refinancing pipelines also providing an offset. We are also bullish on the

international opportunity from the secular disintermediation of banks in the lending market in

Europe (even more so after Brexit), and continued maturation of emerging capital markets. With respect to the latter, we view the near-term opportunity as India (SPGI owns the

leading ratings agency, CRISIL), with China being a much longer-term opportunity.

SNL and Platts Growth Under Appreciated & Revenue Stabilizers Hedge Volatility

SNL and Platts are two underappreciated assets that can together grow at a 10-12% clip

annually over the next few years, driven by a combination of pricing power and new content.

We are constructive on both brands rolling up their respective fragmented industries, further

entrenching their content sets. Furthermore, trading revenues within Platts and the index

business (~5% of firm-wide EBITDA) provide a hedge against volatility and stabilize revenues.

Risks to our Rating

1) Cyclical downturn in issuance that offsets the strong refinancing pipelines 2) failure to

integrate SNL and missing synergy targets 3) pricing regulation 4) market downturn in

indices that offsets organic growth and/or the counter-cyclical lift from trading volumes.

Attractively Valued Multiple Growth Levers & Scarcity Value of the Business

We initiate our 2016-2018 estimates proforma for the sale of JD Power at $5.03, $5.74

and $6.61. Our $123 target price implies that shares can trade at 21x our 2017 estimates.

SPGI–a Collection of High-Margin, Fast-Growing Businesses (2015 operating EBIT margins and forecasted 3-yr CAGR in percentage points)

Source: Company data, Credit Suisse estimates

Less Cyclical Product Mix and Non-Transaction Activity Stabilize Revenues (2015 revenue mix by product and transaction type in percentage points)

Platts and SNL Underappreciated Growth Assets (Yr/yr revenue growth in percentage points)

0%

4%

8%

12%

16%

0%

20%

40%

60%

80%

S&P DJI S&P Ratings Platts Mkt Intel SPGI

2015 op margin 3-yr CAGR forecast

28%

16%

56%

Struct19%

HY9%

FIG16%

IG40%

Gov t16%

21%

28%51%

Struct12%

HY9%

FIG17%

Other11%

IG42%

Gov t9%

MCO

highly cyclical less cyclical modestly cyclical

Trans 61%

Non 39%

Trans 46%

Non 54%

SPGI

For our recent initiation please click here

Page 3: CRA Industry Primer

2

MCO: Cautious on Ratings Exposure

Ratings Business Operating Close to Peak Margins After Debt Boom

The Moody’s franchise today is heavily reliant on the ratings business (82% of EBITDA). While

we are constructive on long-term debt issuance, given low global rates and growing GDPs,

estimates already more than acknowledge the upside here in the near-term, and we believe the

business is operating close to peak margins after a surge in debt issuance in recent years. This

set-up amplifies the risk of a broader slowdown in debt issuance (beyond Brexit) driving

meaningful negative estimate revisions but we acknowledge this is not a Lehman like moment

and healthy refinancing pipelines should mitigate downside. Moreover, the pro-cyclical

transaction-oriented ratings revenue model further exacerbates margin pressure in the event of

a downturn. Specifically, relative to SPGI, the firm is more exposed to more cyclical and higher-

margin structured products (19% of revs vs. 12% at SPGI), and derives a greater portion of

revenues from transactions vs. recurring relationships (61% vs. 46% at SPGI).

Analytics–A Great Roll-up and Margin Expansion Story

The analytics business is a solid and growing (10%+ rev 3 yr-CAGR) business anchored by

secular trends (regulatory-driven focus on risk) and pricing power especially in the research

business (RD&A). Moody’s has built a powerful brand in the risk management space, which we

believe will only get stronger in the coming years as management rolls-up the fragmented software industry. All in, the business will be able to expand pretax margins by ~500 bps

towards 25% over the next three years; faster if the ratings business struggles. Key here will be

getting the enterprise risk solutions (ERS) business to scale/profitability and subsequent

exercising of pricing power to reflect the value of the offering.

Aggressive Capital Management & Tuck-In Acquisitions

Aggressive capital management should drive a 12% decline in share count over the next three

years. Given that the primary driver of management compensation is EBITDA growth, we

expect strategic tuck-in acquisitions to remain a feature of the Moody's story in the analytics

business. Furthermore, we expect any malaise in revenues to be countered by acquisitions, and

we would not be surprised to see Moody’s pull the trigger on larger acquisition in a downturn.

Risks to our Rating

1) Corporate issuance debt boom that complements strong refinancing pipelines and MCO’s

exposure to the ratings business 2) stronger than expected Analytics margin expansion 3)

stronger than expected pricing power

Fairly Valued in Our View As Debt Issuance Looks Like it Is Peaking

Our 2016-2018 estimates at $4.46, $4.97 and $5.48. Our target price of $99 implies that

shares can trade at 20x our 2017 estimates.

47%

44% 44%

46%48%

53% 52%51%

47%46%

45%

41%43% 42%

44%

47%

35%

40%

45%

50%

55%

60%

2008 2009 2010 2011 2012 2013 2014 2015

Moody's S&P

MCO Retains an Edge on Ratings Margins, but S&P is Closing the Gap (Ratings segment operating pretax margins in percentage points)

77%

54%

0%

10%

20%

30%

40%

0%

20%

40%

60%

80%

100%

2007 2008 2009 2010 2011 2012 2013 2014 2015

Prof Svc ERS RD&A

Op pretax margin EBITDA margin

A Margin Expansion Story in Analytics as ERS Gains Critical Mass (Revenue mix and operating margin in percentage points, margin on right axis)

x x

2008 2009 2010 2011 2012 2013 2014 2015

Ranking by year as stated; NR = not ranked, "--" = no rating for that year

ERM -- -- 6 6 5 6 7 5

Enterprise credit risk mgmt 3 3 5 5 5 4 4 1

Basel III compliance 1 2 1 1 4 5 1 4

Regulatory risk capital calc 1 1 1 1 1 1 1 1

Economic risk capital calc 3 1 3 4 1 1 1 1

ALM 2 4 NR NR NR NR NR 4

Regulatory compliance & reporting -- 1 1 1 5 4 5 NRx x

Leading ERS Solutions Should Continue to Grow Organically & Via Tuck-in M&A (MA vendor rank by year as stated)

Source: Company data, Risk.Net, Credit Suisse estimates

For our recent initiation please click here

Page 4: CRA Industry Primer

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The Rise of a Bond Rating System The origins of the credit ratings industry can be traced back to the rise of U.S. mercantile credit reporting agencies during the 1840's. Unlike European capital markets, which were localized and

managed by incumbent financial institutions, the rapid expansion of the U.S. railroad industry fomented a fragmented, geographically-disparate network of lenders and borrowers as financial

wealth became concentrated in key cities while corporations ventured out west. Subsequently, the wave of defaults in 1837 made investors wary of lending to entities far removed from their watchful eye. Spying an opportunity to help investors manage credit risk, Louis Tappan established the first

mercantile credit reporting agency, that gauged credit worthiness of merchants in 1841. A few years later, Robert Dun and John Bradstreet followed suit (became Dun & Bradstreet in 1933).

In 1909, John Moody pioneered assigning letter-grade ratings of creditworthiness to railroad bonds.

Consequently, Moody's innovation became an overnight success for it’s simplicity and effectiveness

in gauging creditworthiness, and expanded to include industrial corporates a year later. Rival companies (Poor's Publishing, Standard Statistics, Fitch Publishing) began issuing ratings shortly

thereafter.

Post World War I, increasing U.S. prosperity and uneasiness abroad drove growth in the U.S. bond

markets. The economic expansion gave rise to a new investing class, who sought a tool to sort out the variety of issues they were presented—Credit Rating Agencies (CRAs) met that need, and grew

rapidly. With increased use, the agencies' reputational capital grew, and, by the 1930's U.S. regulators were incorporating ratings into financial regulation. The industry plateaued between 1940-1970, and consolidation ensued. Standard Statistics and Poor's merged (1941), Dun & Bradstreet

acquired Moody's (1962) and McGraw Hill purchased S&P (1966).

The 1970's were a pivotal decade, bringing about three key changes in the ratings landscape—1) the shift from an investor-pays revenue model to issuer-pays, 2) global proliferation of both debt

securities and ratings thereof, and 3) the designation of Nationally Recognized Statistical Ratings Organizations (NRSRO) by the SEC. Though S&P began charging municipalities for ratings in

1968, predominantly all ratings revenue up to 1970 was garnered from investors, who paid subscription fees or one-off amounts for ratings information. Two factors changed this model: the first was the $82 million default of Penn Central Transportation Company (the largest corporate

default at the time), after which investors demanded increased use of credit ratings, particularly among new issues. The second factor was the rise of information-sharing technology—printers,

copiers, and fax machines made it easier for groups of investors to share ratings publications,

thereby reducing the need for individual subscriptions. Faced with dramatically higher demand for ratings from both investors and issuers and rapidly diminishing revenue prospects from individual

subscribers, Moody's and Fitch began charging issuers for ratings in the 1970s, with S&P following suit more broadly four years later. The rating agencies leveraged a larger and growing revenue

stream to scale up dramatically to meet heightened demand.

The end of the Bretton-Woods system in 1971 led to rapid capital markets growth worldwide, and

investors looking abroad now faced a problem similar to investors looking at railroad bonds at the turn of the century—namely how to gauge credit quality from afar. Thus, the ratings agencies

expanded their scope beyond the U.S., and began rating sovereign and corporate debt internationally. The international opportunity also gave rise to regional ratings agencies—though

none would ever grow to rival the scope and reach of the "Big Three" (S&P, Moody's and Fitch), the development diversified the competitive landscape in many countries, and a few (DBRS and JCRA)

would gain enough clout to become NRSROs in the U.S.

Source: Credit Suisse

1841

Louis Tappan finds first credit reporting agency

1936

OCC, Fed restrict banks from purchasing “speculative grade” securities

1859

Robert Dun, John Bradstreet publish credit ratings guides

New business/merger Key event Regulation

1909

John Moody assigns letter grades to railroad firms

1868

HV Poor publishes financial statistics of railroad companies

1914

Fitch Publishing founded

1924

By 1924 Fitch, Poor Co. and Standard Statistics are issuing letter-grade credit ratings

1933

Dun and Bradstreet merge operations, forming Dun & Bradstreet

1941

Standard Statistics and Poor Co merge to form S&P

1962

Dun & Bradstreet acquire Moody’s

1966

McGraw Hill acquires S&P

1970

CRAs shift to issuer-pay model following Penn Central bankruptcy

1975

SEC creates NRSRO designation

1977

DBRS founded

1978

IBCA Ltd founded

1980

Duff & Phelps, JCRA founded

1985

CRAs expand globally as demand increases

1997

Fitch merges with IBCA

2000

Fitch acquires Duff & Phelps, Thomson Bankwatch, resulting in 3 NRSROs

2001

Enron bankruptcy draws regulatory scrutiny to CRAs; SEC launches inquiry

2006

SEC passes CRA Reform Act of 2006

2008

CRAs come under renewed scrutiny for role in subprime MBS defaults

2009

SEC expands reporting requirements for NRSROs

2009

Wave of lawsuits post-crisis alleging liability for structured defaults; most are settled

2010

EU launches inquiry into CRAs following wave of sovereign downgrades

2014

EU adopts CRA reporting regulation

2015

S&P settles DoJ case for $1.4 Bn

2000

Moody’s spins off from Dun & Bradstreet

History of the Credit Ratings Agencies

Page 5: CRA Industry Primer

4

x x

Year Regulator Country Description

Key CRA regulatory landmarks as stated

1936 OCC, Fed Res U.S. Prohibited banks from buying spec-grade securities

1948 OCC, Fed Res U.S. Prohibited insurance companies from buying spec-grade securities

1975 SEC U.S. NRSRO designation

1982 SEC U.S. Eased disclosure req. for IG-rated bonds

1989 U.S. Congress U.S. Prohibited S&L from investing in spec-rated bonds

1991 SEC U.S. Limited money-market holding of spec-grade paper

2004 IOSCO International Code of Conduct for CRAs ensuring quality and integrity of ratings process

2006 SEC U.S. Refined requirements for registration as an NRSRO

2008 SEC U.S. Heightened reporting requirements for NRSRO status

2009 CESR Europe Requires registration and enhanced oversight/reporting

2010 ASIC Australia Requires CRAs to hold a license and submit to greater oversight/reporting

2010 FSA Japan Requires CRA registration and compliance with IOSCO code of conduct

2011 ESMA Europe Grants ESMA CRA oversight and regulatory authority

2011 SFC Hong Kong Requires CRAs to hold a license and submit to greater oversight/reporting

2012 MAS Singapore Requires CRAs to hold a license and submit to greater oversight/reporting

2012 CSA Canada Requires CRA registration and enhanced reporting

2012 CNBV Mexico Requires CRA registration and enhanced reporting

2013 FSB South Africa Requires CRA registration and compliance with IOSCO code of conduct

2014 CMA Saudi Arabia Requires authorization of ratings activity subject to intl best practices and standardsx x

History of the Credit Ratings Agencies Regulation Endorses the Credit Rating System The third development was the official NRSRO designation itself. Though financial regulators in

the U.S. had been using ratings since the 1930's (to determine investable securities for banks and insurers), it was not until 1975 that the agencies' regulatory position was officially cemented.

Looking to set minimum capital requirements for broker-dealers, the SEC selected the ratings of securities as a measure of sensitivity and risk. Moreover, to ensure no upstart ratings agency

would issue AAA ratings to broker-dealer portfolios, the SEC created the NRSRO designation—by virtue of their position in the credit markets, S&P, Moody's and Fitch were the first three agencies to be designated NRSROs. Soon, other regulatory bodies followed suit, which further

entrenched the CRAs in the global credit markets, incentivizing issuers to obtain a rating.

The 1980's and 1990's saw ratings proliferate. The rise of the high-yield bond market in the

1980's led to the issuer base multiplying, the continued growth of global capital markets compounded the international growth seen in the 1970's and the advent of structured finance

created a new (and lucrative) set of securities to rate. As such, CRAs grew, opening offices in key growth areas (Europe, Asia, Latin America) and expanding the ranks of credit analysts to

tackle new geographies and products. New entrants like IBCA, Duff & Phelps, MCM and Thomson BankWatch all gained NRSRO status—though by 2000, various mergers reduced the NRSRO list back to the original three. In 2000, Dun & Bradstreet decided to spin off Moody's.

The Enron and WorldCom bankruptcies in 2001-2002 fueled a tumultuous decade for the

CRAs. The failure to predict financial issues with the companies drew the attention of regulators and investing public, who clamored for reform. Thus, a 2003 SEC inquiry eventually culminated in

the Credit Rating Agency Reform Act of 2006, which specifically outlined the criteria to become an NRSRO—over the next two, years five more ratings agencies were named NRSROs, swelling the ranks to 10 by 2008. Though there were more regulator-approved ratings agencies, the top CRAs still enjoyed an enviable position, accounting for ~90-95% of the ratings over the decade

and capitalized on the growth in structured products during the early-to-mid 2000's.

Shortly after the CRA Reform Act of 2006, a bevy of sub-prime mortgage defaults and the subsequent Greek debt crisis drew renewed attention to the CRAs, their role in the markets and

the issuer-pays business model. As billions of dollars of structured mortgage products defaulted during the financial crisis, the agencies were scrutinized by the regulators for possibly

misrepresenting ratings, and investors as well—S&P and Moody's saw several lawsuits leveled against them for their alleged role in the crisis by states, investment funds and the U.S.

Department of Justice. While many of these cases were dismissed or judged in favor of the CRAs (as a rating is considered an opinion, and the agencies hold no explicit liability for offering an opinion), S&P and Moody's settled a few key cases out of court—S&P alone paid nearly $1.4

billion to the Department of Justice and several states for activity related to the financial crisis. The SEC responded by enacting new rules for NRSROs, including enhanced transparency

requirements, greater barriers between ratings analysts and fee negotiations and annual reports to Congress. While American regulators were focused on the ratings agencies for potentially

inflating ratings, European regulators focused on the opposite—they felt that the wave of sovereign downgrades in 2010 were too aggressive, caused yields to spike and rendered a Greek bailout inevitable. Though the criticism was different, the regulatory response was

comparable to that in the U.S.—enhanced transparency reporting and increased measures to reduce conflicts of interest.

Despite increased focus and greater regulation in the aftermath of the financial crisis, the CRA

industry remains largely unchanged in structure from its pre-crisis form—while corporate debt issuance has replaced structured products as the key revenue driver for the CRAs, the Big Three still rate a majority of global credit (96% per the 2014 SEC report), the issuer-pays model is intact, barriers to entry remain high and demand from both issuers and investors remains strong.

x x

First Ratings NRSRO Designation # Ratings 2014 Share

Published Year Analysts of Ratings

As stated

1909 Moody's 1975 1,244 34.8%1922 Fitch 1975 1,102 12.4%1923 S&P 1975 1,465 48.6%

1928 AM Best 2007 123 0.4%

1985 JCR 2007 57 0.1%

1977 DBRS 2007 98 1.7%

1985 JCR 2007 57 0.1%

1995 Egan Jones 2008 7 0.8%

2007 HR Rating 2012 34 0.0%

2009 Morningstar 2008 30 0.2%

2010 Kroll 2008 58 0.8%x x

SEC-Designated NRSRO Timeline (As stated)

Source: Federal Reserve, SEC, Company data, Credit Suisse

Key Regulatory Landmarks for Credit Ratings Agencies (As stated)

Page 6: CRA Industry Primer

5

2.91 2.90

2.973.02

2.94 2.953.00

2.88

3.10

2.87

3.00

2.81 2.81 2.83

2.6

2.8

3.0

3.2

2002 2004 2006 2008 2010 2012 2014

CRA industry becoming more highly concentrated over time

The Ratings Business Raters Gonna Rate: A High-Margin Business with Sticky Demand

A Robust High Margin Business

The business of rating bonds and issuers is an attractive one, with sticky

demand, highly recurring revenues and strong margins. We estimate that the

ratings industry generates nearly $6 billion in fees annually, and has grown at

an 8% CAGR since 2002. Ratings agencies make money in five ways:

– Credit assessments: initial survey and assessment of an issuer

– Initial rating fees: fees charged for the first-time rating of an issuer

– Issuance fees: fees for rating a particular credit issue

– Surveillance fees: fees for maintaining a rating on the issuer and/or

the credit issue

– Research, data and analytics: sale of research and data generated

during the ratings process and other proprietary data and analysis

Competition—Three Key Players and Legion of Specialists

The global credit ratings industry is led by the three major CRAs (S&P,

Moody’s and Fitch)—together, they comprise well over 90% of the industry.

However, the growth, maturation and increasing sophistication of global

credit markets has drawn innumerable smaller competitors to the market

over time, offering niche specialties in particular products or regions (please

see the competitive landscape on page 4). The structured product space is

especially competitive, due to the inherent complexity of the products

involved, the more transaction-oriented nature of this product, and the

inclination of issuers to “shop” for ratings, seeking a more favorable rating

from a less-established firm to help market the product.

CRA Revenue Over Time (In $ billions)

Ratings a High-Margin Business (Ratings segment operating margins in percentage points)

Share of Total Industry Ratings Revenue (In percentage points)

CRA Industry Herfindahl–Hirschman Index (In index points; lower number = more concentrated industry)

Source: Company data, SEC, Credit Suisse estimates

Update margins, make

sure they are accurate

47%44% 44%

46%48%

53% 52% 51%

47% 46%45%

41%43% 42%

44%47%

29% 29%26%

30% 31%34%

39%

20%

30%

40%

50%

60%

2008 2009 2010 2011 2012 2013 2014 2015

Moody's S&P Fitch

$0

$2

$4

$6

2002 2004 2006 2008 2010 2012 2014

Other

Fitch

S&P

MCO

13-yr CAGR: 8%

40% 40% 39% 39% 39% 35% 34% 35% 35% 39% 38% 40% 40% 40%

40% 40% 40% 39% 40% 43% 42% 42% 40%42% 40% 42% 42% 42%

14% 15% 14% 15% 16% 17% 20% 22%19% 13% 16% 13% 13% 13%

0%

20%

40%

60%

80%

100%

2002 2004 2006 2008 2010 2012 2014

Other

Fitch

S&P

Moody's

Page 7: CRA Industry Primer

6

Competitive Landscape Three Key Players and a Legion of Specialists

The “Big Three”

Regional Specialists

Europe APAC LATAM

Asset Class Specialists

Corporates FIG Structured Sovereign

Moody’s affiliate S&P affiliate Fitch affiliate

Africa/Middle East

Source: Credit Suisse

Page 8: CRA Industry Primer

7

6.5%

12.8%

6.5%

1.7%

5.2%

3.1%

0%

4%

8%

12%

16%

S&P Corp. S&P PublicFin.

S&P Sov. S&P Struct. Total S&Pratings

revenue

Inflation

Pricing Competitive Moat Drives Steady Price Increases

Pricing 101—Types of Fees

CRAs derive ratings revenues from a number of sources and means. Fees

are generally charged according to the service performed, based on the

volume and complexity of the issue at hand. The types of fees charged for

ratings activities can be grouped into the following buckets:

– Credit Assessment. For first-time issuers there are fees paid for the

initial credit assessment, well before any obligations are issued. These can

range anywhere from $15,000 to $50,000 depending on the size,

complexity and type of issuer seeking assessment.

– Initial Rating Fee. Fee paid for the initial rating of the issuer, which tends

to be above $50,000 for corporate issuers.

– Issuance Fee. The most evident fees for ratings agencies, these are paid

by the issuer as a basis-point share of the size of the specific issue. The

price can range from 5 bps for plain vanilla IG corporate bonds, to

upwards of 12 bps for more complex structured transactions. We note

that certain frequent issuers enter into contracts in which they pay a fixed

amount annually and receive upwards of a 40% discount per issue

throughout the year. These annual contracts range from $100,000 to

$250,000. – Surveillance Fee. After issuance, the CRA will charge an annual fee to

monitor and maintain the rating on both the issue and the issuer. These

fees are $60,000-$100,000 a year for corporate issuers, but tend to be

much less for governmental issuers (~$20,000).

Brand Power Gives CRAs Immense Pricing Power

The brand power and benchmark status of the primary players gives them

pricing power—in fact, both MCO and SPGI have guided to being able to

sustainably raise pricing 3-4% annually. Additionally, the myriad types of fees involved give the CRAs a great degree of flexibility in determining how and

where to raise fees to reach that 3-4%—MCO cites ~150 different pricing

levers they can pull in a given year to optimize their pricing profile. For

example, since, 2005 S&P raised the minimum fee for corporate and public

finance issues by 6% and 14%, annually on average, handily outpacing

inflation, but kept structured and sovereign product pricing more steady, in

part due to the financial difficulties some municipalities and decreased

demand for structured products post-crisis.

Initial credit assessment

($15-$150k)

Initial rating fee

(>$50k)

Total Fees Paid to CRA

Issuance fee

~5 bps of size

Surveillance fee (annual)

($60-$100k)

S&P’s Pricing Power Evident in Corporate and Public Issuance Fees (2005-2016 CAGR of minimum fee by product and GDP in percentage points)

Source: Company data, IMF, Bloomberg, Credit Suisse estimates

Components of Ratings Fees (As stated)

Pricing 101—Product Matters

They type of product also determines fees garnered by a CRA. More

complex products, such as ABS, MBS and other structured products, tend to

command higher fees, due to not only the inherent complexity of the product

being analyzed, but also due to the transactional nature of such issues. The

bespoke work involved in a one-off issuance and lack of a frequent issuer

discount also drive fees higher. The next-highest type of fee is generally

corporate credit, as these products can, at times, rival structured products in

term of complexity, and there are the dimensions of both the credit quality of

the issuer and the specific issue to consider. Finally, public and sovereign

debt fees fall towards the lower end of the spectrum.

Page 9: CRA Industry Primer

8

The Value of a Rating—Why Pay for a Rating? A Regulatory Stamp of Approval & Driver of Funding Costs

A Reliable Signal of Creditworthiness

Though there is some debate about conflicts of interest between raters and

issuers (particularly in the wake of the financial crisis), historical analysis of

ratings and default rates show ratings to be reasonable indicators of

creditworthiness, particularly over long periods of time. This track record

particularly appeals to bond investors, who may hold an issue for decades

and need to monitor their portfolios.

Why Pay for a Rating? Marketing, Regulation, and Cost

Given how much a bond rating can cost from one agency, let alone the two

or more an issuer would likely hire, it is reasonable to ask why an issuer

would pay for one or more ratings. Beyond affirming creditworthiness, there

are several more pragmatic reasons to acquire a rating. For one, many

investment funds have restrictions on the types of investments they can

make, limiting credit investments to investment-grade alone, so many issuers

will seek to obtain ratings as a stamp of approval to increase their potential

investor base. Another key reason is regulation—CRA ratings are widely

used as a measure of creditworthiness in national legislation, deposit and

capital requirements at financial institutions and minimum investment quality

standards in pension and money market funds. In addition to the qualitative

and regulatory reasons to seek a rating, there is a material benefit as well.

Looking at the CDS spreads of consumer giants Kraft and Dillard's, we find

that there is a demonstrable reduction in spreads (a proxy for risk and

interest costs) on debt following an initiation or upgrade. Thus, the long-term

expense savings from a lower interest rate are likely to more than offset the

up-front fees one might pay for a rating.

x x

Rating 1 2 3 4 5 6 7 8 9 10

Moody's, 1983-2014

Aaa -- 0.0% 0.0% 0.0% 0.1% 0.1% 0.2% 0.2% 0.2% 0.2%

Aa 0.0% 0.1% 0.2% 0.3% 0.4% 0.6% 0.7% 0.8% 0.9% 1.0%

A 0.1% 0.2% 0.5% 0.8% 1.1% 1.5% 1.8% 2.2% 2.6% 3.0%

Baa 0.2% 0.5% 0.9% 1.4% 1.8% 2.3% 2.8% 3.3% 3.7% 4.2%

Ba 1.1% 3.2% 5.6% 8.2% 10.5% 12.5% 14.3% 16.0% 17.7% 19.3%

B 3.7% 8.9% 14.2% 18.9% 23.3% 27.4% 31.1% 34.3% 37.0% 39.3%

Caa 12.3% 22.8% 31.4% 38.4% 44.4% 48.9% 52.5% 55.8% 59.6% 63.1%

Ca-C 42.5% 55.3% 64.6% 71.5% 76.4% 77.9% 80.5% 83.9% 85.0% 85.0%

IG 0.1% 0.3% 0.5% 0.8% 1.2% 1.5% 1.8% 2.2% 2.5% 2.8%

HY 4.5% 9.4% 14.0% 18.2% 21.7% 24.9% 27.7% 30.0% 32.2% 34.1%

All 1.8% 3.7% 5.5% 7.1% 8.4% 9.5% 10.4% 11.2% 12.0% 12.6%

S&P, 1981-2014

AAA -- 0.0% 0.1% 0.2% 0.4% 0.5% 0.5% 0.6% 0.7% 0.7%

AA 0.0% 0.1% 0.1% 0.2% 0.4% 0.5% 0.6% 0.7% 0.7% 0.8%

A 0.1% 0.2% 0.3% 0.4% 0.6% 0.8% 1.0% 1.1% 1.3% 1.5%

BBB 0.2% 0.6% 1.0% 1.5% 2.0% 2.4% 2.8% 3.3% 3.7% 4.1%

BB 0.8% 2.4% 4.2% 6.1% 7.7% 0.9% 10.6% 11.8% 12.8% 13.7%

B 3.9% 8.8% 13.0% 16.2% 18.7% 20.7% 22.4% 23.7% 24.8% 25.9%

CCC/C 26.4% 35.6% 40.7% 43.8% 46.3% 47.2% 48.3% 49.1% 50.0% 50.7%

IG 0.1% 0.3% 0.5% 0.8% 1.0% 1.3% 1.5% 1.8% 2.0% 2.2%

HY 3.9% 7.6% 10.8% 13.4% 15.5% 17.2% 18.7% 19.9% 21.0% 22.0%

All 1.5% 3.0% 4.2% 5.3% 6.2% 7.0% 7.6% 8.2% 8.7% 9.2%x x

Time Horizon (years)

Credit Ratings a Sound Indicator of Creditworthiness (Cumulative corporate default rates by rater and rating in percentage points)

Ratings Opinions Have an Impact on Pricing and Spreads (5-yr CDS spread before and after issuer upgrades indexed to 100)

50

60

70

80

90

100

110

Day -20 Day -10 Day 0 Day 10 Day 20

Kraft Dillard's

Issuer upgraded to investment-grade

Source: Company data, Bloomberg

Note: Upgrades did not occur on the same day; both issuers upgraded from non-IG to IG

Page 10: CRA Industry Primer

9

CRA Industry Overview & Issuance Outlook Framing Cyclical Downside–High Yield & Structured Products Most Sensitive

IG Corp

Struct.

HY Corp

FIG Corp

Govt

CRA % of Revenue CRA Share of

Outstanding Ratings 1-yr

Outlook 3-yr

Outlook

Other14%

Fitch12%

SPGI42%

MCO33%

14%

12%

42%

33%

21%

22%

31%

25%

10%

52%

36%

9%

19%

39%

33%

42%

40%

0% 20% 40% 60%

MCO

SPGI

9%

9%

0% 20% 40% 60%

17%

16%

0% 20% 40% 60%

9%

16%

0% 20% 40% 60%

12%

19%

0% 20% 40% 60%

13%

2% 2%

5-yr 3-yr 1-yr

Issuance CAGR

5-yr 3-yr 1-yr

1%

-3%

-20%

5-yr 3-yr 1-yr

4%5%

-5%

5-yr 3-yr 1-yr

-10%-11%

-7%

5-yr 3-yr 1-yr

-1%

2%

8%

5-yr 3-yr 1-yr

CRA Coverage of Rated Market

96%96%

MCO SPGI

96%97%

97% 98%

98% 98%

91% 91%

Sources: Dealogic, SEC, Company data, Credit Suisse estimates

Page 11: CRA Industry Primer

10

x x

2016 YTD Peak 5-yr 10-yr 15-yr 2015 Peak 5-yr 10-yr 15-yr

Issuance in $ billions

IG 739 739 578 449 358 7% -- 28% 65% 107%

HY 183 245 219 174 149 -6% -25% -16% 5% 23%

Corp 922 922 796 623 507 4% -- 16% 48% 82%

FIG 319 497 296 301 309 -6% -36% 8% 6% 3%

Govt 671 1,192 570 706 684 37% -44% 18% -5% -2%

Struct 465 2,124 556 637 995 -15% -78% -16% -27% -53%

U.S. 2,378 3,341 2,218 2,266 2,495 5% -29% 7% 5% -5%

IG 417 536 399 347 280 31% -22% 4% 20% 49%

HY 97 139 112 82 65 -6% -30% -14% 19% 48%

Corp 514 583 512 429 345 22% -12% 0% 20% 49%

FIG 457 718 438 494 457 8% -36% 4% -7% -0%

Govt 531 588 512 456 383 30% -10% 4% 17% 39%

Struct 87 540 84 116 178 -2% -84% 4% -25% -51%

Europe 1,590 1,865 1,545 1,494 1,364 18% -15% 3% 6% 17%

IG 749 749 627 436 316 21% -- 19% 72% 137%

HY 53 53 44 37 32 30% -- 20% 41% 63%

Corp 801 801 671 473 348 21% -- 19% 69% 130%

FIG 471 471 367 292 224 22% -- 28% 62% 110%

Govt 124 154 123 109 82 24% -19% 1% 14% 51%

Struct 118 161 113 90 86 -27% -27% 5% 31% 37%

APAC 1,515 1,515 1,274 964 741 16% -- 19% 57% 104%

IG 80 156 120 98 75 -18% -49% -34% -19% 7%HY 39 53 43 35 29 23% -26% -8% 11% 36%

Corp 119 206 162 134 104 -8% -42% -27% -11% 15%

FIG 110 117 110 87 66 10% -6% 0% 26% 67%

Govt 206 206 146 116 91 59% -- 41% 78% 126%

Struct 19 33 15 16 15 28% -44% 27% 17% 21%

ROW 454 462 433 353 276 21% -2% 5% 29% 64%

IG 1,984 1,984 1,724 1,330 1,028 15% -- 15% 49% 93%HY 372 480 417 328 275 1% -23% -11% 13% 35%

Corp 2,356 2,356 2,141 1,658 1,304 12% -- 10% 42% 81%

FIG 1,358 1,369 1,211 1,173 1,056 9% -1% 12% 16% 29%

Govt 1,533 1,866 1,351 1,386 1,241 36% -18% 13% 11% 24%

Struct 689 2,778 767 859 1,275 -15% -75% -10% -20% -46%

Global 5,936 5,936 5,471 5,077 4,876 12% -- 9% 17% 22%x x

Average 2016 YTD vs.

Now vs. Then—DCM Volume Framing Cyclical Downside–The Debt Issuance Cycle in Context

2016 Annualized Volumes at Peak Levels (Issuance volume in $ billions)

Source: Dealogic, Credit Suisse estimates, Note: ROW = Rest of World. Note: Peaks may occur in different years

Issuance Volumes Through the Cycle (Issuance volume in $ trillions)

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

IG ROW

APAC

EUR

U.S.

$0.0

$0.2

$0.4

$0.6

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

HY ROW

APAC

EUR

U.S.

$0.0

$0.5

$1.0

$1.5

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

FIG ROW

APAC

EUR

U.S.

$0.0

$0.5

$1.0

$1.5

$2.0

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

Govt ROW

APAC

EUR

U.S.

$0.0

$1.0

$2.0

$3.0

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

Structured ROW

APAC

EUR

U.S.

Page 12: CRA Industry Primer

11

Now vs. Then—DCM Deal Counts Framing Cyclical Downside–The Debt Issuance Cycle in Context

2016 Annualized Deal Counts at Peak Levels (Issuance count as stated)

Source: Dealogic, Credit Suisse estimates, Note: ROW = Rest of World. Note: Peaks may occur in different years

x x

2016 YTD Peak 5-yr 10-yr 15-yr 2015 Peak 5-yr 10-yr 15-yr

Deal counts as stated

IG 537 783 557 493 455 -8% -31% -4% 9% 18%

HY 249 602 374 324 318 -16% -59% -33% -23% -22%

Corp 786 1,368 931 817 772 -10% -43% -16% -4% 2%

FIG 358 805 355 346 450 1% -56% 1% 3% -21%

Govt 7,564 10,857 5,963 6,530 6,948 24% -30% 27% 16% 9%

Struct 848 2,911 1,018 1,010 1,444 -22% -71% -17% -16% -41%

U.S. 9,556 14,398 8,266 8,703 9,615 13% -34% 16% 10% -1%

IG 494 746 643 518 436 -15% -34% -23% -5% 13%

HY 240 374 296 235 225 -16% -36% -19% 2% 6%

Corp 734 1,094 939 753 661 -15% -33% -22% -3% 11%

FIG 998 1,253 1,032 1,038 1,036 -8% -20% -3% -4% -4%

Govt 810 968 846 768 709 -4% -16% -4% 5% 14%

Struct 105 491 118 129 197 -23% -79% -11% -19% -47%

Europe 2,647 3,089 2,935 2,689 2,604 -10% -14% -10% -2% 2%

IG 3,631 3,631 2,811 1,922 1,446 32% -- 29% 89% 151%

HY 200 342 194 213 229 15% -41% 3% -6% -12%

Corp 3,832 3,832 3,005 2,135 1,675 31% -- 28% 79% 129%

FIG 1,645 1,676 1,569 1,343 1,109 -2% -2% 5% 23% 48%

Govt 369 406 385 350 266 -1% -9% -4% 5% 38%

Struct 329 329 279 236 250 8% -- 18% 39% 32%

APAC 6,175 6,175 5,238 4,064 3,301 17% -- 18% 52% 87%

IG 193 488 326 249 193 -40% -60% -41% -23% 0%HY 58 140 86 92 88 23% -59% -32% -37% -34%

Corp 251 599 411 341 280 -32% -58% -39% -26% -10%

FIG 174 292 236 202 159 -13% -40% -26% -14% 9%

Govt 470 470 372 291 235 21% -- 26% 61% 100%

Struct 43 278 45 97 105 -14% -85% -3% -56% -59%

ROW 938 1,238 1,064 931 779 -7% -24% -12% 1% 20%

IG 4,855 4,855 4,337 3,183 2,530 15% -- 12% 53% 92%HY 747 1,170 949 864 859 -7% -36% -21% -14% -13%

Corp 5,602 5,703 5,286 4,047 3,389 11% -2% 6% 38% 65%

FIG 3,175 3,311 3,191 2,929 2,755 -4% -4% -1% 8% 15%

Govt 9,213 11,613 7,566 7,939 8,158 20% -21% 22% 16% 13%

Struct 1,325 3,923 1,459 1,473 1,996 -16% -66% -9% -10% -34%

Global 19,315 19,315 17,503 16,388 16,299 10% -- 10% 18% 19%x x

Average 2016 YTD vs.

Issuance Counts Through the Cycle (Issuance counts in thousands)

0.0

2.0

4.0

6.0

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

IG ROW

APAC

EUR

U.S.

0.0

0.5

1.0

1.5

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

HY ROW

APAC

EUR

U.S.

0.0

1.0

2.0

3.0

4.0

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

FIG ROW

APAC

EUR

U.S.

0.0

5.0

10.0

15.0

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

Govt ROW

APAC

EUR

U.S.

0.0

1.0

2.0

3.0

4.0

5.0

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

Structured ROW

APAC

EUR

U.S.

Page 13: CRA Industry Primer

12

Key Drivers

There are three main reasons for a corporation to issue debt: business

investment (capex, M&A), refinancing and capital management/return

(dividends, buybacks or capital structure optimization). Key drivers of when

and how much debt corporates will issue include:

– Overall economic conditions – Generally gauged by GDP, more expansive

periods tend to see more issuance, as companies invest to further

capitalize on the broader growth, and feel more confident in the ability to

service debt long-term. – Interest rates – Interest rate levels can also impact issuance, as low rates

make it cheaper to borrow. Lower rates also drive heightened refinancing

activity, as firms look to lock in low rates for longer.

– Yield spreads – Not just absolute interest rates, but the difference

between safer and riskier credit borrowing costs also affect how much

debt is issued, particularly in the more speculative grade markets.

-3%

0%

3%

6%

-30%

-15%

0%

15%

30%

45%

60%

1996 1999 2002 2005 2008 2011 2014

Total corp issuance % World GDP % (1-yr lag)

0%

1%

2%

3%

4%

5%

6%

7%

$0

$1

$2

$3

$4

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

HY IG Fed Funds rate (avg)

Corp Issuance Volume CAGR 1995-2015: 11%

2015: $3.4 trillion

Rising rates did not deter issuance

Corporate Issuance: the Engine for CRA Revenues Post-Crisis Corporate Issuance Surges

Post-Crisis Corporate Debt Room

Since 2008, annual issuance volume has grown more than 75% and non-

financial corporate debt (NFCD) outstanding has nearly doubled. The boom has

been driven by a number of factors, including historically low interest rates, a

weak dollar and the maturation of global capital markets—APAC grew from 8%

of non-financial corporate debt outstanding in 2008 to 24% in 2015. Despite

December’s U.S. hike, rates are likely to remain low for some time given recent

rounds of QE in Europe (prompting recent growth in “reverse Yankee” issuance), the Brexit, and anemic global growth prospects. Even if the U.S. raises rates

(increasingly unlikely post-Brexit), they would still remain low by historical

standards, and the last rate cycle showed rising rates did to deter issuance.

Total Corporate Debt Issuance at Peak Levels (Total corporate debt issuance by type by year in $ trillions, 2015 annualized; IG = investment grade; HY = high yield) Sources: Dealogic, IMF, BIS

$0

$2

$4

$6

$8

$10

$12

1989 1991 1993 1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

Developing LATAM

Developing Europe

Developing APAC

Developing Africa and ME

Developed countries

Non-Financial Corporate Debt Outstanding Nearly Doubles 2008-2015 (Total NFCD outstanding in $ trillions)

GDP Growth is a Key Driver of Issuance (Yr/yr change in percentage points, GDP % on right axis)

48% 51% % of 2015

revenue

Page 14: CRA Industry Primer

13

$0

$1

$2

$3

$4

$5

$6

Jan-88 Jan-93 Jan-98 Jan-03 Jan-08 Jan-13

ROW Europe U.S.

Refinancing Boom Implies Steady Refi Activity

With the tremendous amount of issuance and fairly stable EBITDA,

companies have continuously gone back to the market to both issue and

refinance debt—the latter a hallmark of the ongoing corporate debt boom.

Of the stated uses of proceeds for corporate debt since 2002, refinancing

has come to represent a much higher proportion relative to capex or M&A.

We expect this trend to continue, as pipelines are robust–the current maturity wall implies at least ~$2 trillion a year that would need to roll forward.

Digging a little deeper, most of the activity over the next two to three years is

likely to be concentrated in the investment grade arena (more insulated from

economic cycles), with more volatile high yield activity peaking in 2021.

Issuance Drivers—Corporates Non-Fin Issuance Near Cyclical Peaks; Refi Pipelines Strong

Corporate Leverage Near Cyclical Peaks But EBITDA much Higher

Non-financial corporate leverage is hovering near prior cyclical peaks, but

EBITDA, the base for debt issuance, is also much higher. More importantly,

EBITDA has been quite stable in recent years, unlike the parabolic increase

that preceded the 2008 crisis. Equally important features of the current debt

cycle are the drastically lower rate environment, which has made debt

attractive as a source of financing, and the dearth of risky, less sustainable leveraged buyout activity. The former doesn’t appear to be changing anytime

soon with quantitative easing measures being discussed and implemented

globally in response to Brexit. While we are not baking in further leveraging

into our estimates, we would not be surprised to see this cycle’s peak

exceed 2008.

Refinancing Activity Most Frequent Reason for Issuance (Share of stated uses of debt proceeds for deals >$10 m by year in % points ) Note: “General Corporate Purposes” excluded from data set

Non-Financial Corporate Leverage Levels Ticking Up (Net debt-to-EBITDA ratios and L/T world average in multiple points)

Maturity Wall Implies a Robust Refinancing Pipeline Through 2020 (Corporate debt by rating coming due in $ trillions)

But EBITDA Much Higher And Steadier Than the Lead up to 2008 (In trillions)

Source: Bloomberg, Thomson Reuters, Dealogic, Credit Suisse

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

AAA

AA

A

BBB

BB

B

CCC

CC

C

DD

NR

21%

27% 31% 36%

38%41%

35%33%

34%30%

% High yield

48% 51% % of 2015

revenue

1.5x

--

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

Jan-95 Jan-98 Jan-01 Jan-04 Jan-07 Jan-10 Jan-13 Jan-16

U.S. Europe World Avg

50%

60%

70%

80%

90%

100%

2002 2004 2006 2008 2010 2012 2014 2016

Capex

M&A

Refi

Page 15: CRA Industry Primer

14

$0

$50

$100

$150

$200

1Q04 1Q06 1Q08 1Q10 1Q12 1Q14 1Q16

Yankee Euro Reverse Yankee

Bonds98%

Loans2%

U.S.

Bonds16%

Loans84%

E.U.

Long-Term Issuance Drivers—Corporates European Disintermediation Could Provide an Added Lift

European Bank Disintermediation Picking Up Steam…

Looking globally, we expect corporate issuance to receive an added boost

from the long-term trend of bank disintermediation in Europe. In contrast to

the U.S., European corporate debt markets have historically favored loans

over bonds–a function of the deep regional relationships between local banks

and corporates. Since the financial crisis, European corporates have

increasingly gone to the public credit markets for capital, as traditional bank

loans became more expensive due to increasing capital requirements and balance sheet concerns at major banks. In fact, loan issuance has declined

every quarter since 2012, driving bonds’ share of total European NFCD to

16% of outstanding, up from the pre-crisis average of 10%. Going forward,

we expect a combination of historically low interest rates and increasing

regulation in Europe to accelerate this shift, given the combination of

attractive financing costs and European banks looking to reduce balance

sheet exposure. At present debt levels, a 5% shift in share from loans to

bonds equates to over €200 billion in additional corporate bond issuance. All

in, should the European capital markets mirror that of the U.S., we estimate

a €4.2 trillion issuance opportunity, or $1.6 billion revenue opportunity over time.

…And Reverse Yankees Could Add to the Boom as the ECB Steps In

Since 2008, relatively lower interest rates drove a surge of corporate debt

issued in the U.S., denominated in USD but from non-U.S. companies—otherwise known as “Yankee” issuance. With U.S. rates at the beginning of

an up-cycle and Europe looking to stay lower for longer, we expect an uptick

in “reverse Yankee” issuance denominated in Euros from non-European

corporates. We expect this trend to be further exacerbated by the ECB’s

recently announced $92 billion/month bond-buying programme, as a large

and unwavering buyer across the pond creates an even greater incentive to

issue debt in the region. One criterion of the new program is that the ECB

can only purchase rated debt—increasing the benefit to CRAs. To the extent

Europe sees even 50% of the kind of boom seen in the U.S., it could mean

an incremental $25 billion a year in issuance from non-European businesses,

adding fuel to the fire of local bank disintermediation.

U.S. and E.U. Debt Markets a Mirror Image of Composition (Corporate debt composition as of 4Q15 in percentage points)

European Union Non-Financial Corporates Increasingly Using Bonds Over Loans (Net quarterly flows by type in € billions, share of total corp debt in % points on right axis)

Source: ECB, Federal Reserve, Dealogic, Credit Suisse estimates

Yankee Issuance Soars on Low Rates, Reverse Yankees Picking Up in Europe (In $ billions)

48% 51% % of 2015

revenue

5%

7%

9%

11%

13%

15%

17%

€ 2

€ 3

€ 4

€ 5

€ 6

3Q98 3Q00 3Q02 3Q04 3Q06 3Q08 3Q10 3Q12 3Q14

Bonds Loans % Bonds

Page 16: CRA Industry Primer

15

0%

20%

40%

60%

80%

100%

1995 1999 2003 2007 2011 2015

Other

Turkey

Mexico

Brazil

Russia

India

China

16%

10%

5% 5%2%

29%

18%

0%

10%

20%

30%

40%

Developing APAC Developing

countries

Developing

LATAM

Developing

Europe

Developing Africa

and ME

NFCD-to-GDP U.S. Developed countries

Long-Term Issuance Drivers—Corporates The Emerging Markets Opportunity is Compelling

Emerging Markets a $2-$6 Trillion Opportunity

A frequent topic of discussion is the incremental opportunity for corporate

issuance as credit markets in the developing world mature. Looking at ratios

of outstanding NFCD-to-GDP across countries, we find that, while

increasing since the early 2000’s, many developing regions still have room to

grow relative to the developed world. We estimate that, if developing regions

mirrored the NFCD-to-GDP ratio of the developed world, that would

theoretically drive $0.90-$1.29 in EPS for the major CRAs. Closing the gap to the U.S. would imply a $2.22-$3.00 opportunity. However, it is

paramount to understand that the realization of this opportunity has a number

of hurdles:

1. Some regulators prohibit direct ownership by foreign entities, thereby

limiting direct participation in rating local debt. e.g. China, which alone

comprises 70% of global EM volume

2. Established local credit rating agencies who often dominate the local

market e.g. Dagong in China

3. Immature local debt markets, which foster reliance on bank lending

4. Underdeveloped bankruptcy regulation that encourages ratings shopping and does not adequately protect creditors

Developing World Credit Markets Have Room to Grow (Outstanding NFCD-to-GDP as of 2014 in percentage points)

Source: Company data, BIS, World Bank, Dealogic, Credit Suisse

Debt-to-GDP Ratios Have Been Rising Since the Early 2000’s (Outstanding NFCD-to-GDP in percentage points)

Dev eloped countries

Dev eloping APAC

Dev eloping Europe

Dev eloping LATAM

Dev eloping Af rica and ME0%

5%

10%

15%

20%

1989 1993 1997 2001 2005 2009 2013

48% 51% % of 2015

revenue

25% 50% 75% 100%

Implied NFCD-to-GDP ratio in percentage points

Developing Africa and ME 6% 10% 14% 18%

Developing APAC 16% 17% 17% 18%

Developing Europe 8% 11% 15% 18%

Developing LATAM 8% 11% 15% 18%

Developing countries 12% 14% 16% 18%

Average annual EPS impact in $

MCO

Developing Africa and ME $0.10 $0.20 $0.29 $0.39

Developing APAC $0.05 $0.11 $0.16 $0.21

Developing Europe $0.07 $0.14 $0.21 $0.28

Developing LATAM $0.10 $0.20 $0.30 $0.40

Developing countries $0.32 $0.64 $0.96 $1.29

SPGI

Developing Africa and ME $0.07 $0.14 $0.21 $0.28

Developing APAC $0.04 $0.07 $0.11 $0.15

Developing Europe $0.05 $0.10 $0.15 $0.20

Developing LATAM $0.07 $0.14 $0.21 $0.28

Developing countries $0.23 $0.45 $0.68 $0.91

% of the Difference Between Current and Developed Mkts

Closing the Gap with the Developed World a $0.90-$1.29 EPS Opportunity (Non-financial corporate debt outstanding in percentage points, EPS opportunity in $ as stated)

China Alone Constitutes ~70% of Developing Market Issuance (Mix of developing market DCM issuance in percentage points)

Page 17: CRA Industry Primer

16

x x

Date Issuer Value Nationality

Top IG bond deals in $ billions

Sep-13 Verizon Communications $49.0 United States

Jan-16 Anheuser-Busch InBev $46.0 Belgium

Mar-15 Allergan $20.5 United States

May-16 Dell (Denali Holding Inc) $20.0 United States

Apr-15 AT&T $17.5 United States

Apr-13 Apple $17.0 United States

Dec-14 Medtronic $17.0 United States

May-15 AbbVie $16.7 United States

Mar-01 Orange $16.4 France

Dec-15 Visa $16.0 United States

Jul-15 Charter Communications $15.5 United States

Jul-15 CVS $15.0 United States

Mar-16 Anheuser-Busch InBev $14.7 Belgium

Nov-12 AbbVie $14.7 United States

Sep-15 Hewlett Packard $14.6 United States

Feb-09 Roche Holding $14.3 Switzerland

Feb-09 Roche Holding $13.5 Switzerland

Mar-09 Pfizer $13.5 United States

Oct-15 Microsoft $13.0 United States

Jun-16 Aetna $13.0 United States

Apr-14 Apple $12.0 United States

Feb-16 Apple $12.0 United States

Feb-16 Exxon Mobil $12.0 United States

May-01 Verizon Communications $11.9 United States

Mar-02 General Electric $11.0 United States x x

-$10

-$5

$0

$5

$10

$15

3Q04 1Q06 3Q07 1Q09 3Q10 1Q12 3Q13 1Q15

Issuance Drivers—Investment Grade % of 2015

revenue

Appetite for IG Credit Healthy

High Demand for IG Corporates To Help Issuance

Appetite for IG credit remains robust. While the market has seen spreads

tick up relative to long-term averages, 2016 has seen continued strong

demand for IG corporate paper, as evidenced by five of the largest deals

since 1995 (AB InBev, Dell/Denali, Aetna and Apple). Thus, putting aside

the large and visible IG maturity wall mentioned previously, the issuance

outlook here is positive due to demand—the likelihood of sustained

low/negative interest rates puts pressure on institutional investors globally to continue to seek yield, and one of the few safe places it can be found is in

IG corporate debt.

IG Spreads Poking Above LT Averages (IG issuance volume in $ trillions, benchmark spread in percentage points on right axis)

Source: Dealogic, Bloomberg, SIMFUND

0%

1%

2%

3%

$0.0

$0.2

$0.4

$0.6

$0.8

$1.0

1Q03 1Q05 1Q07 1Q09 1Q11 1Q13 1Q15

IG Vol AAA AAA avg

IG Appetite Strong as Five of the Largest IG Deals Have Occurred in 2016 (Top 25 IG bond deals by value in $ billions)

IG Mix by Industry, 1995-Present (IG issuance volume in $ trillions)

$0.0

$0.4

$0.8

$1.2

$1.6

$2.0

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

Const.

Health

Other

IT

Cons

Transp

Indus

Energy/Comm

40% 42%

IG Fund Flows (IG fund flows by quarter in $ billions)

Page 18: CRA Industry Primer

17

0%

5%

10%

15%

20%

25%

30%

$0

$40

$80

$120

$160

$200

1Q03 1Q05 1Q07 1Q09 1Q11 1Q13 1Q15

HY Vol CCC CCC avg

-$25

-$20

-$15

-$10

-$5

$0

$5

$10

$15

3Q04 1Q06 3Q07 1Q09 3Q10 1Q12 3Q13 1Q15

High Yield More Spread Sensitive Issuance Drivers—High-Yield

HY More Spread-Sensitive; Commodities Outlook Challenged

The high yield (HY) picture is more bleak. Issuance here is far more sensitive

to spreads than IG, with dramatic pullbacks in issuance from even the

slightest uptick in spreads (see below chart). Drilling into the key HY sectors

of Energy/Commodities and TMT (which, together, comprise a little over half

of issuance historically), one can see that energy and commodity spreads,

while recovered from earlier 2016 highs, are still higher than both TMT and

overall HY averages. We expect activity within energy and commodities (~25% of historical issuance) will likely remain challenged as long as spreads

stay elevated.

HY Issuance Highly Sensitive to Spreads (HY issuance volume in $ billions, benchmark spread in percentage points on right axis)

HY Spreads by Sector—Energy and Commodities Still Higher than Averages (Benchmark spreads in basis points)

HY Mix by Industry, 1995-Present (HY issuance volume in $ trillions)

$0.0

$0.1

$0.2

$0.3

$0.4

$0.5

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

Const.

Health

Other

IT

Cons

Transp

Indus

Energy/Comm

0bps

500bps

1,000bps

1,500bps

2,000bps

2,500bps

Jan-00 Jan-02 Jan-04 Jan-06 Jan-08 Jan-10 Jan-12 Jan-14 Jan-16

CS HY Total IT Media

Energy CS HY Avg Metals /Mining

STDEV

Energy HY has recovered, but still

above 1 std deviation

Source: Dealogic, Bloomberg, SIMFUND, Credit Suisse LOCUS

% of 2015

revenue 9% 9%

HY Fund Flows (HY fund flows by quarter in $ billions)

Page 19: CRA Industry Primer

18

Top 11 GSIB Long-Term Debt Well Above Pre-Crisis Levels (Total LT debt of top 11 GSIBs in $ trillions, debt-to-equity ratio in multiple points on right axis)

$0.5$0.8

$0.3$0.5

$0.0

$0.5

$1.0

$1.5

$2.0

2019 2022 2019 2022

Main Scenario Alt Scenario

No current unsecured debt counts towards TLAC

All current unsecured debt counts towards TLAC

$0.0

$0.4

$0.8

$1.2

$1.6

$2.0

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

ROW

APAC

Eur

U.S./Can

Issuance Drivers—FIG Structurally Higher; TLAC Should Help

FIG Issuance Structurally Higher; TLAC Might Provide a Slight Lift

FIG issuance has been steady since the financial crisis, growing at a 4%

CAGR since 2010 as banks comply with regulation (Basel) and shore up

loss-absorbing capital levels. Higher capital levels and the necessity of debt

in the capital stack is a structural change that should keep FIG issuance

healthy in the coming years. Moreover, ongoing discussions around the

FSB’s total loss-absorbing capital (TLAC) proposal are likely to spur more

issuance. TLAC requires global systematically important banks (GSIBs) to hold 16-18% of risk-weighted assets’ (RWA) in debt and equity capital by

2019. The TLAC shortfall at GSIBs has been estimated at ~$0.5 trillion by

the BIS, but banks have two routes to make this up—issuance of capital or

reduction of RWA. Many banks are using a combination of both, meaning

the incremental issuance upside here is likely less than $0.5 trillion.

Major Banks Have $500 Billion TLAC Shortfall to Make Up by 2019 (Estimated TLAC shortfall by compliance year and scenario as of Nov 2015 in $ trillions)

FIG Issuance Has Exploded in Recent Years, 1995-Present (Issuance volume in $ trillions)

Source: Dealogic, BIS, S&P Capital IQ

Note: TLAC “Main” scenario assumes no current senior unsecured debt counts towards proposal, “Alt”

scenario assumes current senior unsecured debt does count towards proposal

% of 2015

revenue 16% 17%

$0.0

$0.4

$0.8

$1.2

$1.6

$2.0

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

Closed-end funds

Real estate/property

Insurance

Financials

--

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$3.0

2000 2002 2004 2006 2008 2010 2012 2014 1Q16

Total LT Debt GSIB Debt-to-Equity

Page 20: CRA Industry Primer

19

Structured Products 101 A High-Margin Product Out of Favor Post-Crisis

A Walk Down Memory Lane–Once a Booming Market

The $800 billion structured market originated in the 1970s to alleviate the

banks need to hold large amounts of collateral to back lending activity. As

such, banks pooled residential and commercial mortgage loans to create

mortgage-backed securities (MBS) and sold them to investors offering

returns derived from underlying principal and interest payments. Similarly,

other types of credit, such as student loans, car loans, or credit card

receivables were pooled and sold as asset-backed securities (ABS). The years leading up to the crisis saw an explosion in structured issuance, as the

investor base diversified to include hedge funds and structured investment

vehicles (SIVs) that subsequently collapsed, chilling issuance structurally–

today the market is 50% below pre-crisis peaks.

Key Drivers & Product Mix

Key to watch for ABS/MBS issuance are mortgage origination statistics and

consumer spending habits—specifically auto loans and credit card spending,

which are the trackable underlying assets that comprise ~50% of ABS

issuance. This is in stark contrast to 2007, when home equity and

collateralized debt obligations (CDOs) accounted for 61% of the ABS

market.

Structured Products Command Higher Ratings Fees Than More

Traditional Issues

Though the structured product market is a shadow of its former self, it is still

important to track for the ratings agencies due to the relatively higher fees

garnered from rating these securities. These products tend to command

higher ratings fees than other types of credit for two key reasons: 1) the

inherent complexity of the product requires more time and effort on the part

of the ratings analyst (who is compensated for their time and expertise), and

2) because most securitized products are unique, the rating activity is largely

transactional, which can be more lucrative than relationship-based issuance

when markets are conducive.

$0.0

$0.2

$0.4

$0.6

$0.8

$1.0

1Q95 1Q97 1Q99 1Q01 1Q03 1Q05 1Q07 1Q09 1Q11 1Q13 1Q15

ABS MBS

Pre-Crisis CAGR: +23%

Post-Crisis CAGR: -13%

Structured Issuance Hasn’t Recovered Since the Crisis (Issuance by product in $ trillions)

ABS Mix by Year—Autos Have Become a Key Component of ABS Post-Crisis (In percentage points)

Anatomy of a Structured Product (In percentage points)

Issuing Agent Low-Risk Investor

Loan Originator

Reference portfolio of collateral assets

Pool of Cash Flows (interest and principal payments)

Tranche #1

Tranche #3

Tranche #2

Issuing agent splits the cash flows into tranches with different risk/yield profiles

Medium-Risk Investor

High-Risk Investor

Loan #2 Loan #1

Loan #4 Loan #3

Source: Dealogic, Credit Suisse

% of 2015

revenue 19% 11%

0%

20%

40%

60%

80%

100%

19951997199920012003200520072009201120132015

Other

Student Loans

Home equity

Equip.

Cons/CorpLoans

Credit Card

CDO

Auto

Page 21: CRA Industry Primer

20

Structured Products Drivers—MBS MBS–U.S. Non-GSE Issuance is Key

U.S. a Good Indicator of the Global MBS Market

The global MBS issuance market today stands at $390 billion, with RMBS

and CMBS accounting for 80% and 20% of the market, respectively.

Geographically, the U.S. comprises ~80% of the global MBS market–as

such, overall U.S. mortgage origination carries an 80% correlation with

RMBS issuance. Consequently, we view the U.S. mortgage market as a key

driver of the market. While industry pundits argue for a robust recovery in the

U.S. mortgage market over the next few years due to sustained low interest rates and a growing consumer base of maturing millennials, the MBS market

outlook for the CRAs specifically is mixed, for reasons explained in the

subsequent paragraphs.

GSE RMBS Structurally Higher Limiting CRA Opportunity Set

Recall, RMBS issued by government-sponsored entities (GSE) carries an

implicit AAA rating by virtue of the issuer/issuer parent. Unlike privately-

originated RMBS, each individual transaction is not rated by a CRA—thus, the

share of GSE MBS to overall MBS is a important dimension to consider. Since

the financial crisis and government conservatorship of the major mortgage

originators, the share of GSE RMBS to total RMBS issuance has unsurprisingly

risen, now encompassing nearly all U.S. RMBS issuance. However, there are

a few opportunities in the RMBS market—see next page.

U.S. the Bellwether for Global MBS Activity (MBS issuance in $ trillions, U.S. share of total in percentage points on right axis)

0%

20%

40%

60%

80%

100%

$0.0

$0.5

$1.0

$1.5

$2.0

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013 2015

ROW Europe U.S U.S. % of total

Source: Dealogic, Mortgage Bankers Association, FNMA, Credit Suisse

U.S. Residential Mortgage Origination a Good Indicator of U.S. RMBS Issuance (Qtrly issuance and origination in $ billions 1Q95-2Q15)

$0.0

$0.2

$0.4

$0.6

$0.8

$1.0

$1.2

$1.4

$0.0 $0.1 $0.2 $0.3

Correlation: 0.80U.S. Residential Origination

Total U.S. MBS Issuance

8%

3%

6% 6%

4%

3%3%

6%7%

11%

10%

8%

4%

1%

0%

2%

4%

6%

8%

10%

12%

2Q16 3Q16 4Q16 1Q17 2Q17 3Q17 4Q17

FNMA MBA

Industry Forecasting Robust Recovery in U.S. Mortgage Market (Seasonally adjusted annual growth of residential fixed investment in percentage points)

0%

20%

40%

60%

80%

100%

$0

$100

$200

$300

1Q95 1Q97 1Q99 1Q01 1Q03 1Q05 1Q07 1Q09 1Q11 1Q13 1Q15

GSE Non-GSE GSE %

GSE RMBS a Majority of U.S. RMBS Activity (In $ billions, GSE share of total in percentage points on right axis)

% of 2015

revenue 19% 11%

Page 22: CRA Industry Primer

21

0%

10%

20%

30%

40%

50%

$0

$20

$40

$60

$80

1Q02 1Q04 1Q06 1Q08 1Q10 1Q12 1Q14 1Q16

CMBS CMBS %

0

100

200

300

400

1Q02 1Q04 1Q06 1Q08 1Q10 1Q12 1Q14 1Q16

Structured Products Drivers—MBS Jumbo RMBS and CMBS to Drive Activity Here

Some Rays of Light in the RMBS Market

Despite the increasing participation of the GSEs we see two opportunities in

the U.S. RMBS market for the CRAs. The first are GSE credit risk transfer

(CRT) deals, which are non-agency originated RMBS collateralized by agency

mortgages, designed to draw private capital back to the mortgage market.

Because these aren’t explicitly issued by the GSEs (only using their mortgages

in the reference portfolio), each of these transactions is rated by a CRA. The

market is still nascent–more than $13 billion in CRT volume has been issued since 2009, with three $1 billion+ deals being priced so far in 2016.

The second opportunity lies in the steady increase in the number of private

jumbo mortgage originations. Recall, the GSEs have an upper limit to the

amount they will pay for a single mortgage ($417,000 in most counties).

Consequently, private originators have stepped in to meet increasing jumbo

mortgage demand, thereby, driving a majority of non-GSE RMBS issuance.

Despite the slight recovery since the financial crisis, we note that jumbo

mortgage origination remains a small part of the overall market—only 15-

18% of residential mortgage origination in recent years has qualified as jumbo. Though small, it should provide steady work for the CRAs in the

RMBS space.

U.S. a Good Indicator for CMBS as Well

As the U.S. CMBS market comprises over 90% of the global CMBS market,

like RMBS we view it as a good indicator of global CMBS trends. While the

U.S. commercial mortgage market overall has recovered moderately since

the financial crisis (returning to levels last seen 2004-2006), CMBS volumes

have not tracked origination volume higher. The outlook here is steady, as

securitization remains a key funding source for most commercial mortgages.

U.S. Commercial Mortgage Originations At Levels Last Seen 2004-2006 (Annualized commercial/multifamily origination volume indexed to 100, the 2001 average)

Source: Dealogic, Mortgage Bankers Association, Inside Mortgage Finance

$260

$460

$571

$650

$515$570

$480

$348

$98 $97 $104

$170$225

$272$235

$328

0%

5%

10%

15%

20%

25%

$0

$200

$400

$600

$800

2000 2002 2004 2006 2008 2010 2012 2014

Jumbo Jumbo % of total

U.S. Jumbo Residential Mortgage Origination Steady Post-Crisis (In $ billions)

But U.S. CMBS Volume Have Yet to Catch Up (in $ billions, CMBS % of total MBS in percentage points on right axis)

% of 2015

revenue 19% 11%

Page 23: CRA Industry Primer

22

$10

$20

$30

$40

$50

$50

$70

$90

$110

$130

$150

$170

1Q04 1Q06 1Q08 1Q10 1Q12 1Q14 1Q16

Auto ABS issuance follow sloan origination higher

Structured Products Drivers—ABS Lukewarm Outlook for Auto & Credit Card ABS

Auto Loan ABS Outlook Tepid Going Forward

In the wake of the financial crisis and the dropoff in home equity ABS, auto-

related receivable assets have come to comprise the largest share of ABS

collateral and issuance—nearly 40% in 2015, up from ~10% in 2007. Though

ABS issuance activity tends to be seasonal and volatile (thus obscuring tangible

correlations), looking at the chart below, one can see that auto loan origination

and ABS issuance are closely related. The outlook here is mixed; while increased

consumer confidence and lower oil prices bode well for auto sales (thus, loan

originations and ABS issuance), light vehicle sales (retail consumer cars and

trucks) are expected to be flat to slightly down over the next few years, due to

myriad factors, including vehicle durability, a shrinking customer base and the fact that car price inflation has outpaced wage inflation every year since 2013. As

such, we are lukewarm about a meaningful boost from auto ABS in the future.

Credit Card ABS Outlook Also Weak

Credit card receivable ABS comprise a small portion (~10%) of overall ABS

activity, and are unlikely to be a meaningful contributor going forward.

Outstanding credit card balances (the underlying asset for this type of ABS)

have been creeping up in recent quarters, but issuance has not kept pace.

We attribute this to banks, who have become the primary issuers of credit

cards post-crisis, having the liquidity and capital resources to manage

receivables absent securitization.

Auto ABS Follows Auto Loan Origination Higher Post-Crisis (Auto loan origination and auto ABS issuance in $ billions, ABS on right axis)

0

5

10

15

20

2005 2007 2009 2011 2013 2015 2017 2019

Vehicle sales to plateau 2016-2019

Vehicle Sales Outlook Tepid Near-Term (Light vehicle sales historical and projected in units millions)

Source: Dealogic, NADA, Federal Reserve

Credit Card Receivable ABS Issuance Not Following Balances Higher (Outstanding credit card balances and credit card ABS issuance in $ billions, ABS on right axis)

% of 2015

revenue 19% 11%

$0

$10

$20

$30

$40

$500

$600

$700

$800

$900

1Q04 1Q06 1Q08 1Q10 1Q12 1Q14 1Q16

Issuance not follow ing balances higher

Page 24: CRA Industry Primer

23

0%

5%

10%

15%

20%

25%

$0

$20

$40

$60

$80

1Q95 1Q97 1Q99 1Q01 1Q03 1Q05 1Q07 1Q09 1Q11 1Q13 1Q15

European ABS % of global ABS

Structured Products Drivers—ABS European Program Has Yet to Pick Up Steam

Student Loan ABS to Decline as Legacy Products Roll Off

In 2010, with the passage of the Health Care and Education Reconciliation

Act, the U.S. federal government became the sole provider of federally-

guaranteed student loans, effectively halting the private origination and

securitization of such loans under the Federal Family Education Loan

program (FFELP). As the new federal loans are not securitized, this

exacerbated the ongoing decline in student loan ABS issuance since the

crisis. We expect volumes to continue remain anemic, with minimal activity

driven by refinancing of the legacy FFELP loans.

Uncertain Opportunity in Europe as EU Looks to Revive ABS Market

Though only a small portion of global ABS activity (~13%), we believe there is

some potential near-term upside in the European ABS market. As part of its two-

year asset-purchasing program launched in November 2014, the ECB has

committed to buying ABS to stimulate activity in the space—in fact, ECB

holdings of ABS have grown from €0.4 billion in Nov 2014 to over €19 billion as

of May 2016. Despite the pledge to purchase ABS (and the dramatic increase in

the ECB’s primary market holdings) the ABS issuance market in the region has

been slow to respond, with issuance volumes remaining lackluster (still 75%

below 2007 levels) in spite of increased ECB buying. With the program set to

expire in November 2016, there is a possibility the ECB would extend it

especially in light of Brexit. Student Loan ABS to Continue Decline Over Time (Student loan ABS in $ billions)

European ABS Improving Slightly Since 2013 (European ABS in $ billions, % of global ABS volume in percentage points on right axis)

Source: Dealogic, ECB

ECB Increasing Primary ABS Holdings as Part of Asset Purchase Program (European ABS issuance and ECB change in holdings in € billions)

% of 2015

revenue 19% 11%

$0

$10

$20

$30

1Q05 1Q06 1Q07 1Q08 1Q09 1Q10 1Q11 1Q12 1Q13 1Q14 1Q15 1Q16

Student loan ABS declines as legacy products roll off

0%

5%

10%

15%

20%

25%

30%

35%

0 €

2 €

4 €

6 €

8 €

10 €

12 €

Dec-14 Mar-15 Jun-15 Sep-15 Dec-15 Mar-16

ABS issuance Net change in holdingsPrimary % of total ECB

Page 25: CRA Industry Primer

24

0

2

4

6

8

10

12

2010 2015 2020 2025 2030 2035 2040 2045 2050

Developed countries Developing countries

2010-2050 CAGR: 1%

30%

40%

50%

60%

70%

80%

90%

$0

$20

$40

$60

$80

1993 1996 1999 2002 2005 2008 2011 2014 2017 2020

General govt debt

% of GDP, actual

% of GDP, estimate

Public Finance & Infrastructure Drivers Growing GDP and Populations Necessitate Issuance

Public Debt Has Risen in Sync with GDP and Growing Populations

There is no shortage of public debt—gross levels of public debt have grown

at a 9% CAGR since 1993, and is currently equal to ~80% of global GDP.

Furthermore, levels of overall public debt are expected to rise ~2.7% per

year over the next 5 years according to the IMF. This increase is driven

primarily by emerging markets, which will see debt growth of ~7% annually

as they spend to match their growing economies and populations.

Drivers of Public Debt Issuance

Public entities issue debt for several reasons. For sovereigns, debt tends to

be an integral part of government financing, helping to manage any

budgetary shortfall from longer-term revenue collection (taxes) and nearer-

term liabilities. Governments may also need to increase issuance to pay for

public needs like healthcare, infrastructure or defense. For sub-sovereigns

(states, cities, municipalities), issuance is more transactional, driven by

specific needs: infrastructure, construction, schooling, hospitals, etc.

Global Public Debt to Grow 2-3% a Year to 2020 (In $ trillions)

Source: IMF, UN

Global Government Debt and Share of GDP (In percentage points)

% of 2015

revenue 16% 9%

GDP Projected to Grow ~3% a Year Through 2020 (Yr/yr GDP growth in percentage points, IMF estimates as of Apr 2016)

Global Population to be 9.7 Billion by 2050 (Global population forecast as of Jul 2015, 2010 actual baseline)

-1%

0%

1%

2%

3%

4%

5%

6%

1980 1985 1990 1995 2000 2005 2010 2015 2020

GDP % Δ Forecast $0

$20

$40

$60

$80

2016 2017 2018 2019 2020

Developed Developing

2016-2020 CAGR: 2%

Page 26: CRA Industry Primer

25

-5%

0%

5%

10%

15%

1.5 2.0 2.5 3.0 3.5 4.0 4.5 5.0

N. Amer Europe

APAC LATAM

ME Africa

High GDP growth

Low GDP growth

Poor infrastructure

Good infrastructure

High-grow th, low-infrastructure countries w ill need to spend to keep grow th pace

Issuance Drivers—Public Finance & Infrastructure Need for Infrastructure to Necessitate Government Spending

Global Infrastructure Needs Could Drive Public Issuance Higher

The global need for investment in infrastructure is evident—McKinsey

projects $57 trillion in necessary global infrastructure spending through 2030

in order to keep pace with GDP growth. This is especially true in the

developing world—the disparity between GDP growth and infrastructure

ratings in key developing markets illustrates the stark gap. To the extent that

infrastructure investment increases and drives further GDP growth, emerging

economies could sustain their breakneck pace through targeted infrastructure investments. While the U.S. is expected to grow infrastructure

spending from $800 billion per year to $1 trillion over the next ten years, the

real growth will come from Asia—China is expected to double its annual

infrastructure spend over the same period (to more than 3x the U.S.), and

APAC overall is anticipated to comprise 60% of global infrastructure

spending by 2025. $0

$2

$4

$6

$8

$10

2018 2025

Africa

ME

LATAM

APAC

FSU/CEE

Eur

N. Amer

Source: IMF, World Bank, Oxford Economics

Annual Infrastructure Spending to Reach $10 Trillion by 2025 (Expected infrastructure spending by region in $ trillions)

Global Need for Infrastructure Most Dire in High-Growth Countries (5-yr GDP growth in percentage points on y-axis, infrastructure rating as stated on x-axis, bubble size = annual GDP in $ billions)

% of 2015

revenue 16% 9%

Page 27: CRA Industry Primer

26

Issuance Drivers—Public Finance & Infrastructure Ageing Populations, Cost Inflation Drive Further Public Spending

Healthcare Spending

In addition to the tangible need for infrastructure investment, the world’s

governments face another looming expense issue—rising healthcare costs.

Since 1995, public healthcare spending as a share of GDP has increased

from 6% to 8% globally, and remained at historically elevated levels post-

crisis. This spending is expected to grow further as governments contend

with ageing populations and cost inflation—spending here is set to increase

2-5% in developed markets and as much as 15% in emerging markets. Given the strong global bias towards public spending over private, we believe

rising healthcare costs will necessitate additional government debt issuance

to meet expected demand.

Source: IMF, UN, World Bank, Economist Intelligence Unit

Public Health Spending as a % of GDP Remains Elevated Post-Crisis (In percentage points)

60% 66%76%

61%47%

40% 34%24%

39%53%

0%

20%

40%

60%

80%

100%

World APAC Europe OECD U.S.

Private Public

Healthcare Spending Weighted Heavily Towards Governments (Mix of healthcare spending in 2013 in percentage points)

2.4%

4.6% 4.9%

8.1% 8.7%

12.5%

15.2%

0%

5%

10%

15%

20%

Europe LATAM U.S. All APAC ME/Afr. China India

Healthcare Spending Set to Rise Across Regions and Countries into 2018 (Expected annual healthcare spending growth 2014-2018 in percentage points)

10%

12%

14%

16%

18%

20%

22%

24%

0.0

0.5

1.0

1.5

2.0

2.5

2015 2020 2025 2030 2035 2040 2045 2050

Pop >60 % of total

Global Population Over 60 to Double by 2050 (Est. population over 60 years old in billions, % of total in percentage points on right axis)

% of 2015

revenue 16% 9%

4%

6%

8%

10%

1995 1997 1999 2001 2003 2005 2007 2009 2011 2013

World US APAC OECD Europe

Smaller denominator due to GDP drop during the f inancial crisis, remains elev ated during recov ery

Page 28: CRA Industry Primer

Disclosures

Page 29: CRA Industry Primer

Companies Mentioned (Price as of 15-Jul-2016) Moody's Corporation (MCO.N, $103.34, NEUTRAL, TP $99.0) S&P Global (SPGI.K, $115.64, OUTPERFORM, TP $123.0)

Disclosure Appendix

Important Global Disclosures I, Ashley N. Serrao, CFA, certify that (1) the views expressed in this report accurately reflect my personal views about all of the subject companies and securities and (2) no part of my compensation was, is or will be directly or indirectly related to the specific recommendations or views expressed in this report.

3-Year Price and Rating History for Moody's Corporation (MCO.N)

MCO.N Closing Price Target Price

Date (US$) (US$) Rating

10-Dec-13 73.09 87.00 O *

07-Feb-14 80.02 95.00

07-May-14 81.98 97.00

30-Jun-14 87.66 102.00

08-Sep-14 95.50 NR

11-Jul-16 97.85 99.00 N *

* Asterisk signifies initiation or assumption of coverage.

O U T PERFO RM

N O T RA T ED

N EU T RA L

3-Year Price and Rating History for S&P Global (SPGI.K)

SPGI.K Closing Price Target Price

Date (US$) (US$) Rating

10-Dec-13 73.81 86.00 O *

07-May-14 76.07 95.00

08-Sep-14 85.20 NR

11-Jul-16 110.26 123.00 O *

* Asterisk signifies initiation or assumption of coverage.

O U T PERFO RM

N O T RA T ED

The analyst(s) responsible for preparing this research report received Compensation that is based upon various factors including Credit Suisse's total revenues, a portion of which are generated by Credit Suisse's investment banking activities

As of December 10, 2012 Analysts’ stock rating are defined as follows: Outperform (O) : The stock’s total return is expected to outperform the relevant benchmark* over the next 12 months. Neutral (N) : The stock’s total return is expected to be in line with the relevant benchmark* over the next 12 months. Underperform (U) : The stock’s total return is expected to underperform the relevant benchmark* over the next 12 months. *Relevant benchmark by region: As of 10th December 2012, Japanese ratings are based on a stock’s total return relative to the analyst's coverage universe which consists of all companies covered by the analyst within the relevant sector, with Outperforms representing the most attractive, Neutrals the less attractive, and Underperforms the least attractive investment opportunities. As of 2nd October 2012, U.S. and Canadian as well as European ratings are based on a stock’s t otal return relative to the analyst's coverage universe which consists of all companies covered by the analyst within the relevant sector, with Outperforms representing the most attractive, Neutrals the less attractive, and Underperforms the least attractive investment opportunities. For Latin American and non-Japan Asia stocks, ratings are based on a stock’s total return relative to the average total return of the relevant country or regional benchmark; prior to 2nd October 2012 U.S. and Canadian ratings were based on (1) a stock’s absolute total return potential to its current share price and (2) the relative attractiveness of a stock’s total return potential within an analyst’s coverage universe. For Australian and New Zealand stocks, the expected total return (ETR) calculation includes 12 -month rolling dividend yield. An Outperform rating is assigned where an ETR is greater than or equal to 7.5%; Underperform where an ETR less than or equal to 5%. A Neutral may be assigned where the ETR is between -5% and 15%. The overlapping rating range allows analysts to assign a rating that puts ETR in the context of associated risks. Prior to 18 May 2015, ETR ranges for Outperform and Underperform ratings did not overlap with Neutral thresholds between 15% and 7.5%, which was in operation from 7 July 2011. Restricted (R) : In certain circumstances, Credit Suisse policy and/or applicable law and regulations preclude certain types of communications, including an investment recommendation, during the course of Credit Suisse's engagement in an investment banking transaction and in certain other circumstances. Not Rated : Credit Suisse Equity Research does not have an investment rating or view on the stock or any other securities related to the company at this time. Not Covered (NC) : Credit Suisse Equity Research does not provide ongoing coverage of the company or offer an investment rating or investment view on the equity security of the company or related products.

Volatility Indicator [V] : A stock is defined as volatile if the stock price has moved up or down by 20% or more in a month in at least 8 of the past 24 months or the analyst expects significant volatility going forward.

Analysts’ sector weightings are distinct from analysts’ stock ratings and are based on the analyst’s expectations for the fundamentals and/or valuation of the sector* relative to the group’s historic fundamentals and/or valuation: Overweight : The analyst’s expectation for the sector’s fundamentals and/or valuation is favorable over the next 12 months. Market Weight : The analyst’s expectation for the sector’s fundamentals and/or valuation is neutral over the next 12 months. Underweight : The analyst’s expectation for the sector’s fundamentals and/or valuation is cautious over the next 12 months. *An analyst’s coverage sector consists of all companies covered by the analyst within the relevant sector. An analyst may cover multiple sectors.

Credit Suisse's distribution of stock ratings (and banking clients) is:

Global Ratings Distribution

Rating Versus universe (%) Of which banking clients (%) Outperform/Buy* 51% (41% banking clients) Neutral/Hold* 36% (17% banking clients) Underperform/Sell* 13% (38% banking clients) Restricted 0% *For purposes of the NYSE and NASD ratings distribution disclosure requirements, our stock ratings of Outperform, Neutral, an d Underperform most closely correspond to Buy, Hold, and Sell, respectively; however, the meanings are not the same, as our stock ratings are determined on a relative basis. (Please refer to definitions above.) An investor's decision to buy or sell a security should be based on investment objectives, current holdings, and other individual factors.

Credit Suisse’s policy is to update research reports as it deems appropriate, based on developments with the subject company, the sector or the market that may have a material impact on the research views or opinions stated herein. Credit Suisse's policy is only to publish investment research that is impartial, independent, clear, fair and not misleading. For more detail please refer to Credit Suisse's Policies for Managing Conflicts of Interest in connection with Investment Research: http://www.csfb.com/research-and-analytics/disclaimer/managing_conflicts_disclaimer.html Credit Suisse does not provide any tax advice. Any statement herein regarding any US federal tax is not intended or written to be used, and cannot be used, by any taxpayer for the purposes of avoiding any penalties.

Target Price and Rating Valuation Methodology and Risks: (12 months) for Moody's Corporation (MCO.N)

Method: Our $99 target price is based on 20x our 2017 EPS estimate, reflective of historical analysis of trading multiples and present growth expectations. Our Neutral rating reflects expected performance relative to peers, as we believe that the firm is presently operating at peak margins, and the pro-cyclical transaction-oriented ratings business model could pressure margins in the event of a downturn.

Risk: Risks to our Neutral rating include: 1) Corporate issuance debt boom that complements strong refinancing pipelines and MCO’s exposure to the ratings business 2) stronger than expected Analytics margin expansion 3) stronger than expected pricing power

Target Price and Rating Valuation Methodology and Risks: (12 months) for S&P Global (SPGI.K)

Method: Our $123 target price is based on 21x our 2017 EPS estimate, reflective of historical analysis of trading multiples and present growth expectations. Our Outperform rating reflects expected performance relative to peers, as we believe that the firm boasts a collection of high margin and iconic brands with strong competitive moats and/or secular tailwinds, which translates to pricing power, more durable revenue during a downturn and significant free cash flow generation

Risk: Risks to our Outperform rating include: 1) Cyclical downturn in issuance that offsets the strong refinancing pipelines; 2) failure to integrate SNL and missing synergy targets; 3) pricing regulation; 4) market downturn in indices that offsets organic growth and/or the counter-cyclical lift from trading volumes.

Please refer to the firm's disclosure website at https://rave.credit-suisse.com/disclosures for the definitions of abbreviations typically used in the target price method and risk sections.

See the Companies Mentioned section for full company names Credit Suisse expects to receive or intends to seek investment banking related compensation from the subject company (MCO.N) within the next 3 months. As of the date of this report, Credit Suisse makes a market in the following subject companies (MCO.N).

For a history of recommendations for the subject company(ies) featured in this report, disseminated within the past 12 months, please refer to https://rave.credit-suisse.com/disclosures/view/report?i=238185&v=-rj1z89up65vur5j88yr2pt30 .

Important Regional Disclosures Singapore recipients should contact Credit Suisse AG, Singapore Branch for any matters arising from this research report. The analyst(s) involved in the preparation of this report may participate in events hosted by the subject company, including site visits. Credit Suisse does not accept or permit analysts to accept payment or reimbursement for travel expenses associated with these events. Restrictions on certain Canadian securities are indicated by the following abbreviations: NVS--Non-Voting shares; RVS--Restricted Voting Shares; SVS--Subordinate Voting Shares. Individuals receiving this report from a Canadian investment dealer that is not affiliated with Credit Suisse should be advised that this report may not contain regulatory disclosures the non-affiliated Canadian investment dealer would be required to make if this were its own report. For Credit Suisse Securities (Canada), Inc.'s policies and procedures regarding the dissemination of equity research, please visit https://www.credit-suisse.com/sites/disclaimers-ib/en/canada-research-policy.html. As of the date of this report, Credit Suisse acts as a market maker or liquidity provider in the equities securities that are the subject of this report. Principal is not guaranteed in the case of equities because equity prices are variable. Commission is the commission rate or the amount agreed with a customer when setting up an account or at any time after that. This research report is authored by: Credit Suisse Securities (USA) LLC ...................................................................................................................................... Ashley N. Serrao, CFA

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