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General Criteria: Methodology: Criteria For Determining Transfer And Convertibility Assessments Primary Credit Analyst:

General Criteria:

Methodology: Criteria For Determining Transfer And Convertibility Assessments

Primary Credit Analyst:

Marie Cavanaugh, New York (1) 212-438-7343; marie.cavanaugh@standardandpoors.com

Secondary Credit Analyst:

Laura J Feinland Katz, CFA, New York (1) 212-438-7893; laura_feinland_katz@standardandpoors.com

Table Of Contents

Criteria Principles

Criteria Update

Rating Implications

Criteria Methodology

Recent Nonsovereign Default Experience During Periods Of Sovereign Stress

Ratings Above The Sovereign's

Ratings Above The T&C Assessment

Related Criteria And Research

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Methodology: Criteria For Determining Transfer And Convertibility Assessments

(Editor's Note: We originally published this criteria article on May 18, 2009. We're republishing this article following our periodic review completed on Sept. 10, 2013. This article has been partially superseded by the article titled, "Ratings Above The Sovereign--Corporate And Government Ratings: Methodology And Assumptions," published on Nov. 19, 2013. Specifically, the Nov. 19 article superseded the sections in this article headed: 'Ratings Above The Sovereign's' and 'Ratings Above The T&C Assessment' with respect to corporate and government ratings. Those sections of the criteria remain applicable to structured finance transactions. This article supersedes "Corporate Default Risk With A Twist," published on July 5, 2005, and partially supersedes "Sovereign Risk For Financial Institutions," published on Feb. 16, 2004.)

Criteria Principles

Standard & Poor's Ratings Services is refining its methodology for assessing transfer and convertibility (T&C) risk.

These criteria are a specific methodology related to our fundamental rating principles, as described in "Criteria:

Principles of Corporate and Government Ratings," which we published on June 26, 2007, on RatingsDirect at

www.ratingsdirect.com and on Standard & Poor's Web site at www.standardandpoors.com. This criteria article

supersedes two articles published on Nov. 3, 2005, at which time Standard & Poor's expanded its criteria for analyzing

T&C risk. They were titled "Ratings Associated With Risk Of Foreign Exchange Controls Raised In 27 Countries" and

"Ratings Above the Sovereign: Foreign Currency Rating Criteria Update." These articles, and the articles listed in the

"Related Research" section at the end of this report, can be found at the same locations. This article is part of a broad

series of measures announced last year to enhance our governance, analytics, dissemination of information, and

investor education initiatives. These initiatives are aimed at augmenting our independence, strengthening the rating

process, and increasing our transparency in order to serve global markets better.

Criteria Update

A country transfer and convertibility (T&C) assessment reflects Standard & Poor's view of the likelihood of a sovereign

restricting nonsovereign access to foreign exchange needed to satisfy the nonsovereign's debt service obligations.

Historically, sovereigns suffering mounting political and economic pressures often tried to protect falling reserves by

restricting the ability of residents (enterprises as well as individuals) to convert local currency to foreign currency for

the purpose of transferring that foreign currency to nonresidents to meet the residents' debt obligations. However, over

the last 15 years, sovereigns facing stress have less frequently imposed T&C restrictions on nonsovereigns.

Despite increasing economic pressures leading to some recent downward adjustments in T&C assessments, Standard

& Poor's analysis concludes that, in most countries, T&C risk is less than the risk of sovereign default on foreign

currency obligations; thus, most T&C assessments exceed the sovereign foreign currency rating. A nonsovereign entity

or securitization can be rated above the sovereign foreign currency rating, and as high as the T&C assessment, if its

operating and financial characteristics, stress-tested for a sovereign default scenario, support the higher rating. In

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addition, off-shore parent support, geographic diversity of operations and assets, and structural features may support

still-higher ratings. For more specific examples, please see "Corporate And Counterparty Credit Ratings That Exceed

The Sovereign's Rating," published monthly on RatingsDirect.

This criteria update makes no major changes in the analytical approach described in the now-replaced Nov. 3, 2005

articles. However, this update serves to:

Consolidate and reorganize the earlier articles;

Move away from determining T&C assessments based on expected EMU accession dates and more broadly apply an approach that allows for T&C assessments, generally, to be zero to three notches above the sovereign foreign currency rating;

Provide updated examples; and

Explain the parameters under which a T&C assessment could fall below the sovereign foreign currency rating, though this has not occurred to date.

Rating Implications

No rating changes will be made as a result of this criteria update.

Criteria Methodology

Standard & Poor's determines T&C assessments in two ways. The first approach applies to countries in monetary or

currency unions and sovereigns using the currency of another sovereign. In these cases, the sovereign has ceded

monetary and exchange rate policy authority to a central bank over which it exerts little, if any, influence. The T&C

assessments of monetary or currency union members are a function of the policies--including the histories, current

positions, and objectives and flexibility--of these unions' monetary authorities. All members of the European Economic

and Monetary Union (EMU) currently have T&C assessments of 'AAA'. Standard & Poor's is of the opinion that entities

domiciled within the EMU have access to foreign exchange needed for debt service that is commensurate with 'AAA'

risk. All members of the Central African Economic and Monetary Community (CAEMC), the West African Economic

and Monetary Union (WAEMU), and the Eastern Caribbean Currency Union (ECCU) currently have T&C assessments

of 'BBB-'. Countries that use the currency of a second country (with little risk that they will change this arrangement)

have T&C assessments equal to that of the second country. For example, Panama has used the U.S. dollar as its local

currency for decades (in addition to the locally issued balboa coins); Panama's T&C assessment currently is 'AAA', the

same as that of the U.S.

The second approach applies to the majority of countries and specifically to those with sovereigns controlling their

own currencies. Thus, this second approach applies to countries not part of any monetary or currency union or which

have no long-term commitment to using the currency of a second country. In these cases, Standard & Poor's bases its

view of the country's T&C risk on a review of the sovereign's foreign exchange regime, economic policy orientation

and external policy flexibility. The analysis focuses solely on potential restrictions on access to foreign exchange

needed for debt service, and not a broad array of foreign exchange controls (see table 1). In our view, the likelihood

that a distressed sovereign will try to use foreign exchange controls to stem capital flight, constrain imports, and

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otherwise reduce the pressure on the currency are in most instances higher than the likelihood that the sovereign will interfere with external debt service.

Table 1

Definitions

Foreign exchange

Measures that the sovereign (or its central bank) take to restrict some or all transfers of foreign currencies and gold by its residents.

controls

T&C risk

The likelihood that a sovereign will limit the ability of a nonsovereign to exchange local currency for another currency or gold and to remit it to any resident or nonresident in order to meet the nonsovereign's debt service obligations.

Sovereigns (and

Central governments or entities closely aligned with central governments (including many development banks, export-financing institutions, and deposit insurance providers). The foreign currency ratings of these closely aligned entities rarely exceed the sovereign foreign currency rating, with sovereign-related creditworthiness linked more to potential changes in sovereign policies and support than to T&C risk.

agents thereof)

Nonsovereigns

Private and public sector entities operating largely in a commercial or independent fashion whose remittances are subject to sovereign intervention. If a sovereign facing stress were to intervene in a manner forcing default, it likely would be through T&C restrictions. The foreign currency rating of nonsovereigns is usually the lower of the T&C assessment and the local currency rating of the entity.

T&C assessments for countries in which the currency is controlled by the sovereign usually range from zero to three notches above the sovereign foreign currency rating. (The criteria are summarized in table 2.) Standard & Poor's makes a three-notch distinction where it views the likelihood of the sovereign restricting access to foreign exchange needed for nonsovereign debt service as being significantly lower than the likelihood of the sovereign defaulting on its foreign currency obligations. The rating to which foreign currency ratings of nonsovereigns is limited, absent exceptional circumstances or provisions, is three notches above the sovereign's foreign currency rating. Sovereigns in this three-notch category typically impose no restrictions on access to foreign exchange needed for current account and most capital account activity. They also impose no repatriation or foreign exchange surrender requirements on export or other current account proceeds. By virtue of these sovereigns' open foreign exchange regimes, Standard & Poor's views their governments and central banks as being less likely than more interventionist sovereigns to resort to such restrictions in a stress scenario. Supporting these views are any outward-oriented economic policies adopted by these sovereigns including free-trade agreements. Foreign investment is encouraged, and current account receipts tend to be viewed as an engine of growth.

For countries with a two-notch distinction between the sovereign foreign currency rating and the T&C assessment, Standard & Poor's views the likelihood of the sovereign restricting access to foreign exchange needed for nonsovereign debt service as being moderately less than the likelihood of the sovereign defaulting on its foreign currency obligations. Thus, the rating to which foreign currency ratings of nonsovereign issuers and issues is limited, absent exceptional circumstances or provisions, is two notches above the sovereign's foreign currency rating. Sovereigns in this two-notch category may have some current account repatriation and foreign exchange surrender requirements, but the foreign exchange regime is fairly open. In those countries with a history of more restrictive foreign exchange controls, such as India, external liquidity tends to be better than most peers. Standard & Poor's analysis suggests the propensity to restrict access to foreign exchange needed for debt service is low, albeit not as low as in those countries with a three-notch distinction. The countries have outward-oriented economic policies, but perhaps somewhat higher import dependency than in the three-notch group. Both FDI and inward portfolio investment are encouraged. Nonsovereign external debt tends to be proportionately higher than in the three-notch category described above, suggesting servicing of nonsovereign debt will be relatively more burdensome and more likely to be restricted in a stress scenario.

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In some cases, the two-notch distinction appears driven less by openness and more by the fact that a high proportion of external debt is owed to official creditors. In such circumstances, restrictions on access to foreign exchange needed for debt service have limited effectiveness, with the more likely course of action in a stress scenario being Paris Club rescheduling and other appeals for official relief, which are broadly less disruptive.

For countries with a one-notch distinction between the sovereign foreign currency rating and the T&C assessment, Standard & Poor's views the likelihood of the sovereign restricting access to foreign exchange needed for nonsovereign debt service as being only slightly less than the likelihood of the sovereign defaulting on its foreign currency obligations. Thus, the rating to which foreign currency ratings of nonsovereign issuers and issues is limited, absent exceptional circumstances or provisions, is one notch above the sovereign's foreign currency rating. While these sovereigns are or may recently have been fairly interventionist in their economic policies, including the use of foreign exchange controls, the foreign exchange regime is, in our view, generally not very restrictive and may be in the process of opening further. There are usually repatriation and foreign exchange surrender requirements on export and other current account proceeds. Countries in this category tend to have outward-oriented economic policies, with both FDI and inward portfolio investment playing important roles in economic development.

Table 2

Criteria Summary

Sovereign

T&C Assessment

EMU members

AAA

CAEMC, WAEMU, and ECCU members

BBB-

Sovereign using the currency of another sovereign (expected to be on a permanent basis)

T&C assessment of sovereign controlling currency

Sovereign with open foreign exchange regime and outward-oriented economic policies

Three notches above sovereign foreign currency rating

Sovereign with fairly open foreign exchange regime, outward-oriented economic policies but higher import dependency, and more nonsovereign external debt

Two notches above sovereign foreign currency rating

Sovereign that is interventionist but the foreign exchange regime is opening

One notch above sovereign foreign currency rating

Sovereign is interventionist and may have recent history of T&C restrictions

Sovereign foreign currency rating

CAEMC--Central African Economic and Monetary Community. WAEMU--West African Economic and Monetary Union. ECCU--Eastern Caribbean Currency Union.

Where the likelihood of sovereign default is indistinguishable from the likelihood of T&C restrictions

For some countries, Standard & Poor's views the likelihood of the sovereign restricting nonsovereign access to foreign exchange needed to service debt as similar to the likelihood of the sovereign defaulting on its foreign currency obligations. Thus, the rating to which foreign currency ratings of nonsovereigns will be limited, absent exceptional circumstances or provisions, remains the same as the sovereign's foreign currency rating. In these countries, the sovereign tends to be highly interventionist and/or has a recent history of using restrictions on access to foreign currency needed for debt service as an economic policy tool. For example, a rated corporate default resulted from Venezuela's imposition of foreign exchange controls in 2003. There could have been more defaults if more debt service payments had fallen due during this period.

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Where the likelihood of sovereign default is lower than the likelihood of T&C restrictions

Standard & Poor's may assign a T&C assessment below the sovereign foreign currency rating if it views the restrictions

on nonsovereign access to foreign exchange needed for debt service as pervasive. One of the key challenges in

producing T&C assessments is that restrictions can be a matter of practice more than formal policy. Thus, even if we

learn of a handful of cases where T&C restrictions may have contributed to a nonsovereign default, it may be difficult

to be sure of the causes and whether there are extenuating circumstances. Thus, we have not yet assigned any T&C

assessments below the sovereign foreign currency rating and will likely provide criteria should situations emerge

where there is virtually no nonsovereign access to foreign exchange needed for debt service. In these cases, the T&C

assessment could fall as low as 'CC,' but not 'SD' or 'D' as the controls themselves may not cause defaults.

A wider ratings gap when a sovereign is in default

When a sovereign is in default or estimated to be close to default, the gap between the sovereign rating and the ratings

of nonsovereigns domiciled therein may widen substantially. There are two reasons for this. First, Standard & Poor's

does not move a rating to 'D' or 'SD' unless there actually is a payment default (usually evidenced by nonpayment or a

distressed debt exchange). An issuer or issue rating will not fall to default just because the sovereign's rating has done

so. Second, and for similar reasons, a nonsovereign rating typically will not fall to the 'CCC' or 'CC' range unless there

is a clear and present danger of default, and will not follow the sovereign into this range if it seems likely that the issuer

or issue will be willing and able to continue to meet its debt-service obligations. The gap between the sovereign rating

and the T&C assessment and the gap between this assessment and nonsovereign ratings may widen because there is

more clarity around both the specific circumstances of the sovereign distress and the entity's willingness and ability to

meet its debt obligations in the face of rising country risk.

Recent Nonsovereign Default Experience During Periods Of Sovereign Stress

Over the last decade, nonsovereign defaults during or related to sovereign stress scenarios have, in our experience,

been more closely associated with the economic environment and entity-specific operational and financial risks than

with the sovereign directly restricting access to foreign exchange needed for debt service. For example, none of the

widespread defaults in Argentina in 2002-2003 appear to be the result of foreign exchange controls. While there were

some operational difficulties related to reporting and approval requirements in the early weeks of the foreign exchange

controls which could have resulted in delays, ultimately the administrative restrictions relating to Argentina's foreign

exchange controls did not prevent nonsovereign debt service. The T&C assessment criteria reflect Standard & Poor's

view that, for many countries, the risk of the sovereign restricting access to foreign exchange needed for debt service

has diminished, at least relative to other risks. This reflects:

Globalization and associated pressures to avoid imposing foreign exchange controls;

The relatively limited scope of Paris Club-induced sovereign defaults and some sovereign distressed exchanges;

The need to restrict capital flight more than legitimate debt service; and

The difficult economic environment and deteriorating credit culture that often accompany sovereign stress and lead to higher nonsovereign default rates, which themselves reduce the demand for foreign exchange to service debt.

The risks that now play a larger role in determining the possibility of being rated above the sovereign include currency

depreciation, liquidity constraints stemming from credit shortages, temporary bank deposit freezes, price controls

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including restrictions on raising utility rates, hikes in taxes and government fees amidst cutbacks in services, and delayed/partial government payments. In our view, these developments tend to lead to default when nonsovereigns are: highly leveraged, have a poor debt structure, maintain unhedged exchange-rate exposure, depend heavily upon increasingly expensive imports, rely on government sales or subsidies, are regulated, or sell products for which demand is highly elastic.

While the risk of a sovereign restricting access to foreign exchange needed for debt service remains significant, it is occurring in a decreasing percentage of sovereign default and stress scenarios. Moreover, even when such restrictions are applied, they do not always cause defaults for all issuers. The harshness of such restrictions also tends to dissipate over time, and they evolve into administrative procedures that complicate, more than prohibit, access to foreign exchange. For example, export-oriented entities with offshore accounts may have sufficient resources and flexibility to service debt even in the event of restrictions on foreign exchange. However, there is also the danger that relatively well-off issuers and sectors may be the primary targets of special export tariffs, higher repatriation requirements, and other efforts by the government to increase public sector resources.

Ratings Above The Sovereign's

Nonsovereign foreign currency ratings are typically the lower of the issuer's local currency rating and Standard & Poor's T&C assessment (the rating associated with the likelihood of the sovereign restricting access to foreign exchange needed for debt service). The local currency rating of a nonsovereign entity reflects Standard & Poor's opinion of that entity's willingness and ability to service its financial obligations, regardless of currency and in the absence of restrictions on the entity's access to foreign exchange needed to service debt. Issuers with a local currency rating above the sovereign's foreign or local currency rating have operational and financial flexibility sufficient to deal with sovereign and country risks, even as they intensify in a more difficult environment. In the more-rare case of an issuer or an issue having a foreign currency rating above the T&C assessment, this flexibility is even greater.

Some of the risks considered in assigning a local currency rating above the sovereign's foreign (or local) currency rating include sharp currency movements, credit shortages, banking problems (including deposit freezes), higher government taxes and fees, late or partial payments from the public sector, a more difficult regulatory environment, economic contraction, and rising inflation and interest rates. When Standard & Poor's rates an issuer or issue above a sovereign, it is not rating to a sovereign default scenario; the nonsovereign rating may fall if sovereign creditworthiness declines. However, in rating above the sovereign, Standard & Poor's is expressing its view that the rated nonsovereign's willingness and ability to service debt is superior to that of the sovereign and that, ultimately, if there is a sovereign default, there is a measurable probability that the issuer or issue will not default.

The best candidates for local currency ratings above the sovereign's foreign (or local) currency rating are corporate entities with an existing or potentially large and robust export base (possibly including offshore operations or offshore parent support), with little reliance on the public sector, and with a product or set of products for which demand is relatively inelastic. Standard & Poor's uses country-specific stress tests of increasing severity, involving economic downturn, depreciation, and rising interest rates and inflation, as issuer and issue ratings further above the sovereign rating are assigned. The higher-rated nonsovereign issuer or issue has characteristics suggesting it is better equipped

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to deal with stress than the sovereign and other lower-rated credits. Corporates/transactions with mainly local

currency revenue, subject to regulation and/or with a heavy dependence on imports, would not pass the stress tests

without heavy overcollateralization or reserves. Foreign currency issue can also benefit from structural enhancements,

generally involving the capturing of funds offshore.

Ratings Above The T&C Assessment

The majority of foreign currency issuer and issue ratings are expected to remain at or below the sovereign T&C

assessment. Indeed, it is unusual for an entity's local currency rating to exceed the level of the country T&C

assessment. However, certain issuers judged well-insulated from sovereign and country risks may achieve foreign

currency ratings that exceed the country T&C assessment. In our experience, these entities tend to be those that

demonstrate sufficient geographic diversification to repay foreign debt with cash flow generated by offshore

subsidiaries or through foreign parent support. More rarely, they may achieve higher ratings by being large exporters,

with moderate leverage, strong free-cash-flow generation, modest debt maturity schedules, and limited reliance on

sales to domestic markets.

Companies can be considered for foreign currency ratings above the sovereign T&C assessment based upon a

combination of one or more of the following, where the relative strength of the combination of factors will determine

how much elevation, if any, is possible above the sovereign foreign currency rating or T&C assessment:

Low annual foreign exchange needs in terms of foreign debt service, imported raw materials, and imported capital goods compared to annual generation of foreign currency;

Strong free-cash-flow generation that is not reliant on external financing in a sovereign stress scenario;

A moderate debt maturity schedule;

A high ratio of exports to total sales;

Strong incentives to continue paying foreign debt through a sovereign stress scenario, judged by the degree of integration in global trading system and capital markets (that is, geographical diversification of customer base, foreign debt and/or equity registrations, and track-record in previous economic crises, if relevant);

A significant proportion of cash flow generated through operations located offshore;

Substantial access to offshore accounts, to which access is expected to continue through a sovereign stress scenario;

Anticipated parent support in case of exchange controls.

Structural enhancements may also be strong enough, subject to an issue-specific analysis by Standard & Poor's, to

allow issue ratings to exceed the T&C assessment. These enhancements include, but are not limited to: future flow

securitizations which segregate foreign currency receivables into off-shore accounts; political risk insurance, which

provides coverage for sovereign-imposed exchange controls; parent or third-party guarantees; and other third-party

enhancements including foreign exchange swaps.

Related Criteria And Research

Principles of Corporate And Government Ratings, June 26, 2007

Ratings Associated With The Risk Of Foreign Exchange Controls Raised In 27 Countries, Nov. 3, 2005

Ratings Above The Sovereign: Foreign Currency Criteria Update, Nov. 3, 2005

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Corporate And Counterparty Credit Ratings That Exceed The Sovereign's Rating, updated monthly

Sovereign Ratings And Country T&C Assessments, updated when changes occur

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