MA/A 0001617793 XXXXXXXX Sergio R. Costa 212-773-5219 sergio.costa@ey.com anthony.gimmelli@ey.com Ernst & Young Infrastructure Advisors, LLC 34-6565596 866-00539-00 867-00788 Municipal Securities Rulemaking Board K0175 2005 MARKET ST., STE. 700 PHILADELPHIA PA 19103 215-448-3391 855-463-5983 Add ONE MANHATTAN WEST New York NY 10001 212-773-3000 212-773-6350 Add 55 Ivan Allen Jr. Boulevard Suite 1000 Atlanta GA 30308 404-874-8300 404-817-4301 Add 725 S. Figueroa St. Los Angeles CA 90017 213-977-3200 213-977-3729 Add 1101 New York Avenue NW Washington DC 20005 202-327-6000 202-327-6200 Add 155 NORTH WACKER DRIVE CHICAGO IL 60606 312-879-2000 312-879-4000 N https://www.ey.com/en_gl/strategy-transactions/infrastructure-advisory Sergio Reis Costa

ONE MANHATTAN WEST New York NY 10001

212-773-5219 866-253-0873 sergio.costa@ey.com Add Ernst & Young Infrastructure Advisors, LLC ONE MANHATTAN WEST New York NY 10001 212-773-9988 866-430-9675 This is the location of our Chief Compliance Officer. Master copies of policies and procedures manuals and many of our compliance documents will be kept at this location. Add GLOBAL RELAY COMMUNICATIONS INC. 220 CAMBIE STREET 2ND FLOOR VANCOUVER Z4 V6B 2M9 866-484-6630 604-608-2941 GLOBAL RELAY COMMUNICATIONS INC. PROVIDES DIGITAL ARCHIVING OF ELECTRONIC COMMUNICATIONS TO ERNST & YOUNG INFRASTRUCTURE ADVISORS, LLC. Ernst & Young U.S. LLP N June DE 06-26-2012 N 42 38 1 0 0 5 Municipal Entities Corporations or other businesses 0 0 0 Not Applicable Hourly Charges Fixed Fees Contingent Fees Not Applicable For some engagements in which it performs municipal advisory activities, the applicant serves as a subcontractor to another service provider (i.e., prime contractor) from whom the applicant directly receives its compensation (rather than directly from the municipal entity client that engaged the prime contractor). Advice Insurance Of MS Y Y Financial advisor with respect to major infrastructure projects N Broker-dealer municipal securities dealer or government securities broker or dealer 1 Add Broker-dealer municipal securities dealer or government securities broker or dealer Tom Peter Rousakis Ernst & Young Capital Advisors, LLC Y N N N N N N N N N N N N N N N N N N N Y Y N Y Y Y Y N Y Y N N N N Y N N Y Y N N Y Ernst & Young U.S. LLP N 34-6565596 Sole member 06-26-2012 E Y Michael David Parker Senior Managing Director 06-26-2012 NA Y 000000000 Sue Regina Lee Senior Managing Director 07-01-2016 NA Y 000000000 Tom Peter Rousakis Senior Managing Director / Executive Officer 07-01-2016 NA Y 2934894 Quoc Tuyen NMN Mai Senior Managing Director 07-05-2016 NA Y 000000000 Sergio Reis Costa Chief Compliance Officer 07-01-2016 NA N 5746445 Neil Christopher McMonagle Senior Managing Director 07-01-2017 NA Y 000000000 Jonathan David Howard Godsmark Senior Managing Director 07-01-2019 NA Y 5915250 Ernst & Young U.S. LLP N 34-6565596 Sole member 06-26-2012 E Y Delete Michael David Parker Senior Managing Director 06-26-2012 NA Y 000000000 Sue Regina Lee Senior Managing Director 07-01-2016 NA Y 000000000 Tom Peter Rousakis Senior Managing Director / Executive Officer 07-01-2016 NA Y 2934894 Quoc Tuyen NMN Mai Senior Managing Director 07-05-2016 NA Y 000000000 Sergio Reis Costa Chief Compliance Officer 07-01-2016 NA N 5746445 Neil Christopher McMonagle Senior Managing Director 07-01-2017 NA Y 000000000 Jonathan David Howard Godsmark Senior Managing Director 07-01-2019 NA Y 5915250 1 9-C2 9-C4 9-C5 Ernst & Young LLP N SEC, In the Matter of Ernst & Young LLP INITIAL DECISION RELEASE NO. 249 100 F St., NE Washington DC 20549 On April 26, 2004, after a hearing that took place in 2003, the SEC issued an order relating to violations of the auditor independence standards that occurred in connection with business relationships EY had with an audit client, for fiscal years 1994 through 1999. The SEC's order included, among other things, a cease-and-desist, disgorgement of audit fees received from the audit client, and suspended EY from accepting audit engagements for new SEC registrant audit clients for a six-month period. Monetary sanction was $1,686,500.00 plus PJI of $478,500.00 levied against EY (associated person). The final amount paid in full on 04-26-2004. A limited suspension was ordered against EY (associated person), which began on 04-26-2004 and ended 10-26-2004. Subsequent to the order, EY entered into agreements with various state boards resolving issues relating to the boards' inquiries relating to this same matter. 04-26-2004 Disgorgement Cease and Desist Suspension Undertaking Other independent consultant No Product Violations of auditor independence that occurred in connection with business relationships EY had with an audit client for fiscal years 1994 through 1999. 04-26-2004 Order N Y Disgorgement Cease and Desist Suspension 6 04-26-2004 10-26-2004 None 2165000.00 2165000.00 04-26-2004 2165000.00 1 9-C2 9-C4 9-C5 Ernst & Young LLP N SEC, In the Matter of Ernst & Young ADMINISTRATIVE PROCEEDING File No. 3-12600 100 F St., NE Washington DC 20549 On March 26, 2007, EY entered into a settlement with the SEC relating to violations of the auditor independence standards that occurred in 2001. EY neither admitted nor denied the SEC's allegations. According to the SEC, EY violated those standards when a partner in the National Office assisted a non-audit client in its development and marketing of an accounting-driven financial product and then, later, the same National Office partner advised an audit client on the appropriate accounting treatment for a version of that product in the client's financial statements. The SEC's order acknowledged the significant improvements EY had made since 2001 in its independence policies and procedures. The order included a censure and disgorgement. 03-26-2007 Disgorgement Cease and Desist Censure No Product Violations of auditor independence standards. 03-26-2007 Consent Decision & Order of Offer of Settlement Order Settled Settlement resulting in an SEC order N Y Disgorgement Censure 1587170.00 1587170.00 03-26-2007 1587170.00 1 9-C2 9-C4 9-C5 Ernst & Young LLP N In the Matter of Ernst & Young LLP, John F. Ferraro, CPA, and Michael G. Lutze, CPA ADMINISTRATIVE PROCEEDING File No. 3-13114 100 F St., NE Washington DC 20549 On August 5, 2008, EY settled an SEC administrative proceeding. The settlement related to an independence matter involving a consulting agreement that EY had with an individual from 2002 to 2004 who at the time was also a director of three audit clients. EY neither admitted nor denied the SEC's allegations. The order included a censure and disgorgement. In April 2010, EY entered into a consent order with the Minnesota Board of Accountancy relating to this independence matter pursuant to which EY's permit was censured and reprimanded and EY paid a penalty. 08-05-2008 Disgorgement Censure No Product Independence matter involving a consulting agreement 08-05-2008 Consent Decision & Order of Offer of Settlement Order Settled Settlment with the SEC resulting in an SEC order N Y Disgorgement Censure 2918988.00 2918988.00 08-05-2008 2918988.00 1 9-C2 9-C4 9-C5 Ernst & Young LLP N In the Matter of Ernst & Young ADMINISTRATIVE PROCEEDING File No. 3-13725 100 F St., NE Washington DC 20549 On December 17, 2009, the SEC filed a settled administrative proceeding against EY relating to a former audit client, from which we resigned in 2004. EY neither admitted nor denied the SEC's allegations. The SEC's order stated that the client's method of recognizing certain revenue was improper and EY's audits of the client's financial statements in 2001 through 2003 were deficient. In 2008, the client settled an action brought by the SEC for fraud. EY's settlement included, among other things, a cease-and-desist order, a censure, and a payment to the SEC. On June 17, 2010, EY's Chairman certified to the SEC Staff the firm's compliance with the undertakings. Pursuant to the SEC's order, an outside consultant was engaged to verify the firm's compliance; the consultant completed her work and concluded in a report to the SEC that EY had complied with the undertakings. Subsequent to the SEC Order, we were contacted by certain state boards that opened their own confidential investigations. 12-17-2009 Cease and Desist Censure CivilAdminPenaltyFine Undertaking No Product Improper revenue recognition by audit client resulting in deficient audit of the client's financial statements 12-17-2009 Consent Decision & Order of Offer of Settlement Order Settled Settlement resulting in SEC order N Y Cease and Desist Censure CivilAdminPenaltyFine Undertaking 8500000.00 8500000.00 12-28-2009 8500000.00 1 9-C2 9-D2 9-D4 Ernst & Young LLP N PCAOB, In the Matter of Ernst & Young LLP, Jeffrey S. Anderson, CPA, Ronald Butler, Jr., CPA, Thomas A. Christie, CPA, and Robert H. Thibault, CPA PCAOB Release No. 105-2012-001 1666 K St., NW Washington DC 20006 On February 8, 2012, the PCAOB announced a settled disciplinary order against EY relating to the 2005 through 2007 audits of a client. EY neither admitted nor denied the PCAOB's allegations. The PCAOB's order states that, during the relevant time period, EY violated PCAOB rules and auditing standards in connection with the client's accounting for product returns. EY's settlement includes a censure and a payment to the PCAOB. In May 2014, the Delaware Board of Accountancy entered a Consent Order against EY arising from this 2012 PCAOB settlement. Subsequent to the PCAOB's order, we were contacted by several state boards that opened their own confidential investigations. 02-08-2012 PCAOB Censure CivilAdminPenaltyFine No Product Violation of PCAOB rules and auditing standards in connection with the client's accounting for product returns 02-08-2012 Decision & Order of Offer of Settlement Order Settled Settlement resulting in a PCAOB order N Y Censure CivilAdminPenaltyFine 2000000.00 2000000.00 02-15-2012 2000000.00 1 9-C2 9-C4 9-C5 Ernst & Young LLP N SEC, in the Matter of Ernst & Young LLP ADMINISTRATIVE PROCEEDING File No. 3-15970 100 F St., NE Washington DC 20549 On July 14, 2014, the SEC announced a settled order against EY relating to legislative advisory work that was provided to two SEC registrant audit clients of the firm. The firm neither admitted nor denied the Commission's findings. EY agreed to be censured, to cease and desist from future violations of auditor independence rules, and to pay a combination of disgorgement of fees, penalties and interest. 07-14-2014 Disgorgement Cease and Desist Censure CivilAdminPenaltyFine No Product Legislative advisory work violated independence standards 07-14-2012 Decision & Order of Offer of Settlement Order Settled Settlement resulting in an SEC order N Y Disgorgement Cease and Desist Censure CivilAdminPenaltyFine 4071925.00 4071925.00 07-17-2014 4071925.00 1 9-G Ernst & Young LLP N The People of the State of New York by Andrew M. Cuomo, Attorney General of the State of New York, against Ernst & Young LLP 451586/2010 New York County Courthouse 60 Centre Street New York NY 10007 In connection with EY's services for Lehman Brothers Holdings, Inc. ("Lehman"), the New York Attorney General ("NYAG") commenced an investigation and, on December 21, 2010, instituted a lawsuit captioned People of the State of New York by Andrew M. Cuomo, Attorney General of the State of New York v. Ernst & Young LLP. The NYAG action sought damages for recoupment of claimed losses by Lehman's debt and equity security holders and disgorgement of fees earned by the firm from Lehman, as well as statutory penalties under New York's Martin Act and Executive Law. In April 2015, EY agreed to settle the matter. See related Civil DRP. 12-21-2010 New York Attorney General Disgorgement No Product Seeks monetary damages for recouplment of claimed losses by Lehman's debt and equity holders and disgorgement of fees earned by the firm from Lehman, as well as statutory penalties under New York's Martin Act and Executive Law. 05-04-2015 Settled Y Disgorgement Other Monetary sanctions of $10,000,000.00 ordered, consisting of $7,000,000.00 disgorgement and $3,000,000.00 costs of investigation. 10000000.00 10000000.00 05-04-2015 10000000.00 1 9-C2 9-C4 9-C5 Ernst & Young LLP N In the matter of Ernst & Young LLP and Gregory S. Bednar, CPA Administrative Proceeding File No. 3-17552 100 F Street NE Washington DC 20549 Settled Order relating to an independence matter arising from an exceptionally close personal and family relationship between a former EY partner and the former chief financial officer of an EY audit client during the time period 2012 to 2014. EY agreed to be censured and to cease and desist from future violations of auditor independence rules, and to pay the SEC $4,975,000 in a combination of disgorgement of fees, penalties and interest. 09-19-2016 Disgorgement Cease and Desist Censure CivilAdminPenaltyFine No Product Allegations related to an independence matter arising from an exceptionally close personal and family relationship between a former EY partner and the former chief financial officer of an EY audit client during the time period 2012 to 2014. 09-19-2016 Order Settled Stipulation and Consent Order executed on acceptance of offer of settlement. N Y Disgorgement Cease and Desist Censure CivilAdminPenaltyFine 4975000.00 4975000.00 09-28-2016 4975000.00 1 9-C2 9-C4 9-C5 Ernst & Young LLP N In the matter of ERNST & YOUNG LLP, ROBERT J. BREHL, CPA, PAMELA J. HARTFORD, CPA, AND MICHAEL T. KAMIENSKI, CPA ADMINISTRATIVE PROCEEDING File No. 3-17553 100 F Street, NE WASHINGTON DC 20549 Allegations of an inappropriate relationship between a former EY partner and the former chief accounting officer of an EY audit client from March 2012 to June 2014. EY neither confirmed nor denied the findings, however, EY agreed to be censured and to cease and desist from future violations of auditor independence rules. EY also agreed to pay the SEC approximately $4.3 million in a combination of disgorgement of fees, penalties and interest. 09-19-2016 Disgorgement Cease and Desist Censure CivilAdminPenaltyFine No Product Allegations of an inappropriate relationship between a former EY partner and the former chief accounting officer of an EY audit client during the time period March 2012 and June 2014. 09-19-2016 Order Settled Stipulation and Consent EY agreed to be censured and to cease and desist from future violations of auditor independence rules. EY also agreed to pay the SEC approximately $4.3 million in a combination of disgorgement of fees, penalties and interest. Y Y Disgorgement Cease and Desist Censure CivilAdminPenaltyFine 4336651.00 4336651.00 09-28-2016 4336651.00 1 9-D2 9-D4 9-D5 Ernst & Young LLP N IN THE MATTER OF THE ACCUSATION AGAINST: ERNST & YOUNG LLP CASE NO.: AC-2014-22 600 WEST BROADWAY SUITE 1800 SAN DIEGO CA 92101 EY's CAB certificate was suspended for a period of 30 days but the suspension was stayed. EY paid an administrative penalty of $600,000 and EY reimbursed CAB for its investigation of this matter. 07-16-2015 California Board of Accountancy Suspension CivilAdminPenaltyFine No Product Alleged violations of Business and Professions Code section 5100(l) 07-16-2015 Order Stipulation and Consent EY's CAB certificate was suspended for a period of 30 days but the suspension was stayed. EY paid an administrative penalty of $600,000 and EY reimbursed CAB for its investigation of this matter. Y Y Suspension CivilAdminPenaltyFine 30 06-30-2015 Suspension was stayed and EY LLP placed on probation for 18 months. 06-30-2015 Suspension was stayed and EY LLP placed on probation for 18 months. None 700000.00 700000.00 06-30-2015 700000.00 1 9-D2 9-D4 Ernst & Young LLP N IN RE: ERNST & YOUNG LL[ CASE NO.: 04-04-12 861 SILVERLAKE BLVD. SUITE 203 DOVER DE 19904 On May 21, 2014, the Delaware Board of Accountancy entered a Consent Order against Ernst & Young LLP arising from the February 8, 2012 PCAOB settled disciplinary order against the Firm relating to the 2005 through 2007 audits of a client of the Firm. Pursuant to the Consent Order with the Delaware Board, the firm paid a fine of $5,000 and received a Letter of Reprimand.) 05-14-2014 Delaware Board of Accountancy CivilAdminPenaltyFine Reprimand No Product Order against Ernst & Young LLP arising from the February 8, 2012 PCAOB settled disciplinary order. 05-21-2014 Consent Order Pursuant to the Consent Order with the Delaware Board, the Ernst & Young paid a fine of $5,000 and received a Letter of Reprimand. N Y CivilAdminPenaltyFine 5000.00 5000.00 05-21-2014 5000.00 1 9-D2 9-D4 ERNST & YOUNG LLP N IN THE MATTER OF THE LICENSE OF ERNST & YOUNG LLP TO PRACTICE AS A CERTIFIED PUBLIC ACCOUNTING FIRM IN THE STATE OF UTAH CASE NO DOPL 2015-538 HERBER M. WELLS BUILDING BOX 140872 SALT LAKE CITY UT 84114 State of Utah entered into a Stipulation and Order with Ernst & Young LLP arising from the February 8, 2012 PCAOB settled disciplinary order against the firm relating to the 2005 through 2007 audits of a client of the firm. EY'S Utah license was reprimanded and the firm was ordered to cease and desist from the conduct described in the PCAOB order. 09-30-2014 DIVISION OF OCCUPATIONAL & PROFESSIONAL LICENSING OF THE DEPT OF COMMERCE, STATE OF UTAH Cease and Desist Reprimand No Product State of Utah entered into a Stipulation and Order with Ernst & Young LLP arising from the February 8, 2012 PCAOB settled disciplinary order against the firm relating to the 2005 through 2007 audits of a client of the firm. 07-30-2014 Order Stipulation and Consent EY'S Utah license was reprimanded and the firm was ordered to cease and desist from the conduct described in the PCAOB order. N Y Cease and Desist Reprimand 1 9-D2 9-D4 ERNST & YOUNG LLP N IN THE MATTER OF THE LICENSE OF ERNST & YOUNG LLP TO PRACTICE AS A CERTIFIED PUBLIC ACCOUNTING FIRM IN THE STATE OF UTAH CASE NO. DOPL 2015-538 HERBER M. WELLS BUILDING BOX 140872 SALT LAKE CITY UT 84114 On Sept 30, 2015, DOPL Utah entered into a stipulation and order with Ernst & Young LLP arising from the SEC order settled in 2014. EY agreed to a public reprimand of its license, and agreed to cease and desist from the conduct described in the SEC's Order. 09-29-2015 DIVISION OF OCCUPATIONAL & PROFESSIONAL LICENSING OF THE DEPT OF COMMERCE OF THE STATE OF UTAH Cease and Desist Reprimand No Product The State of Utah entered into a stipulated order arising from a settled 2014 PCAOB SEC order. 09-29-2015 Order Stipulation and Consent Pursuant to the Order, EY agreed to a public reprimand of its license, and agreed to cease and desist from the conduct described in the SEC's Order N Y Cease and Desist Reprimand 1 9-C2 9-C4 9-C5 ERNST & YOUNG LLP N IN THE MATTER OF ERNST & YOUNG LLP, CRAIG R. FRONCKIEWICZ, CPA AND SARAH E. ADAMS, CPA 3-17628 100 F Street NE WASHINGTON DC 20549 ON OCTOBER 18, 2016, THE SEC ANNOUNCED A SETTLED ORDER INSTITUTING PUBLIC ADMINISTRATIVE AND CEASE AND DESIST PROCEEDINGS (THE "ORDER") AGAINST THE FIRM, AN EY AUDIT PARTNER AND A FORMER TAX PARTNER RELATING TO SERVICES FOR A FORMER AUDIT CLIENT. THE FORMER CLIENT WHICH IS IN THE OIL FIELD SERVICES INDUSTRY HAD FRAUDULENTLY RECORDED CERTAIN TAX ADJUSTMENTS IN 2007, 2008 AND 2009 AND THE FIRST THREE QUARTERS OF 2010 TO ARTIFICIALLY LOWER ITS EFFECTIVE TAX RATE AND MEET EARNINGS ESTIMATES. EY NEITHER ADMITTED NOR DENIED THE SEC'S ALLEGATIONS. THE SEC'S ORDER STATES THAT EY DID NOT DETECT THE FRAUD AT THE COMPANY AND THAT EY'S 2007, 2008 AND 2009 AUDITS AND THE 2010 INTERIM REVIEWS OF THE COMPANY'S FINANCIAL STATEMENTS WERE NOT PERFORMED IN ACCORDANCE WITH PCAOB STANDARDS. EY AGREED TO BE CENSURED, TO CEASE AND DESIST FROM FUTURE SECURITIES LAW VIOLATIONS, TO CERTAIN UNDERTAKINGS AND TO PAY THE SEC $9,000,000 IN DISGORGEMENT, PREJUDGMENT INTEREST OF $1,840,107, AND A PENALTY OF $1,000,000 FOR A TOTAL OF $11,840,107. THE ORDER STATES THAT THE SEC CONSIDERED REMEDIAL EFFORTS THAT WERE UNDERTAKEN BY EY AND SIGNIFICANT COOPERATION PROVIDED TO THE COMMISSION STAFF BY EY. THE EY AUDIT PARTNER AND THE FORMER TAX PARTNER AGREED TO BE SUSPENDED FROM PRACTICING BEFORE THE SEC FOR TWO YEARS AND ONE YEAR, RESPECTIVELY, WITH THE RIGHT TO APPLY FOR REINSTATEMENT AT THE END OF THOSE PERIODS, AND TO CEASE AND DESIST FROM FURTHER VIOLATIONS. 10-18-2016 Cease and Desist Censure CivilAdminPenaltyFine Undertaking No Product ON OCTOBER 18, 2016, THE SEC ANNOUNCED A SETTLED ORDER INSTITUTING PUBLIC ADMINISTRATIVE AND CEASE AND DESIST PROCEEDINGS (THE "ORDER") AGAINST THE FIRM, AN EY AUDIT PARTNER AND A FORMER TAX PARTNER RELATING TO SERVICES FOR A FORMER AUDIT CLIENT. THE FORMER CLIENT WHICH IS IN THE OIL FIELD SERVICES INDUSTRY HAD FRAUDULENTLY RECORDED CERTAIN TAX ADJUSTMENTS IN 2007, 2008 AND 2009 AND THE FIRST THREE QUARTERS OF 2010 TO ARTIFICIALLY LOWER ITS EFFECTIVE TAX RATE AND MEET EARNINGS ESTIMATES. EY NEITHER ADMITTED NOR DENIED THE SEC'S ALLEGATIONS. THE SEC'S ORDER STATES THAT EY DID NOT DETECT THE FRAUD AT THE COMPANY AND THAT EY'S 2007, 2008 AND 2009 AUDITS AND THE 2010 INTERIM REVIEWS OF THE COMPANY'S FINANCIAL STATEMENTS WERE NOT PERFORMED IN ACCORDANCE WITH PCAOB STANDARDS. 10-18-2016 Settled Y Disgorgement Cease and Desist Censure CivilAdminPenaltyFine 11840107.00 11840107.00 11-04-2016 11840107.00 1 9-C1 9-C2 9-C4 9-C5 9-D1 Ernst & Young LLP N In re Ernst & Young LLP, Board Complaint No. 16-11-13L, before the Texas State Board of Public Accountancy Board Complaint No. 16-11-13L 333 Guadalupe, Suite 900, Tower III Austin TX 78701-3900 On May 18, 2017, The Texas State Board of Public Accountancy ("Texas State Board") issued a board order which ratified and adopted an agreed consent order between Ernst & Young LLP and the Texas State Board based on SEC administrative proceeding File No. 3-17628 relating to Ernst & Young LLP's 2007, 2008 and 2009 audits and the 2010 interim reviews of Weatherford International Ltd.'s financial statements. Pursuant to the board order, Ernst & Young LLP was reprimanded and ordered to pay an administrative penalty of $300,000. 05-18-2017 Texas State Board of Public Accountancy Reprimand Ernst & Young LLP was reprimanded and ordered to pay an administrative penalty of $300,000. Other Audit Services On May 18, 2017, The Texas State Board of Public Accountancy ("Texas State Board") issued a board order which ratified and adopted an agreed consent order between Ernst & Young LLP and the Texas State Board based on SEC administrative proceeding File No. 3-17628 relating to Ernst & Young LLP's 2007, 2008 and 2009 audits and the 2010 interim reviews of Weatherford International Ltd.'s financial statements. 05-18-2017 Order N Y Reprimand Other Reprimand 300000.00 300000.00 06-02-2017 300000.00 1 9-D1 9-D2 9-D4 ERNST & YOUNG LLP N IN RE ERNST & YOUNG LLP, BOARD COMPLAINT NO. 13-01-26L, BEFORE THE TEXAS STATE BOARD OF PUBLIC ACCOUNTANCY BOARD COMPLAINT NO. 13-01-26L 333 GUADALUPE, SUITE 900, TOWER III AUSTIN TX 78701-3900 ON SEPTEMBER 21, 2017, THE TEXAS STATE BOARD OF PUBLIC ACCOUNTANCY ("TEXAS STATE BOARD") ISSUED A BOARD ORDER WHICH RATIFIED AND ADOPTED AN AGREED CONSENT ORDER BETWEEN ERNST & YOUNG LLP AND THE TEXAS STATE BOARD THAT FOUND ERNST & YOUNG LLP DID NOT COMPLY WITH GENERALLY ACCEPTED AUDITING STANDARDS IN ITS AUDIT OF THE FINANCIAL STATEMENTS FOR A TEXAS BASED PUBLIC COMPANY FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2010. ERNST & YOUNG LLP WAS REPRIMANDED AND ORDERED TO PAY AN ADMINISTRATIVE PENALTY OF $100,000 AND ADMINISTRATIVE COSTS OF $78,548.15. 09-21-2017 TEXAS STATE BOARD OF PUBLIC ACCOUNTANCY Reprimand Other ERNST & YOUNG LLP WAS REPRIMANDED AND ORDERED TO PAY AN ADMINISTRATIVE PENALTY OF $100,000 AND ADMINISTRATIVE COSTS OF $78,548.15. Other AUDIT SERVICES ON SEPTEMBER 21, 2017, THE TEXAS STATE BOARD OF PUBLIC ACCOUNTANCY ("TEXAS STATE BOARD") ISSUED A BOARD ORDER WHICH RATIFIED AND ADOPTED AN AGREED CONSENT ORDER BETWEEN ERNST & YOUNG LLP AND THE TEXAS STATE BOARD THAT FOUND ERNST & YOUNG LLP DID NOT COMPLY WITH GENERALLY ACCEPTED AUDITING STANDARDS IN ITS AUDIT OF THE FINANCIAL STATEMENTS FOR A TEXAS BASED PUBLIC COMPANY FOR THE FISCAL YEAR ENDED FEBRUARY 28, 2010. 09-21-2017 Order Y Y Reprimand Other REPRIMAND 178548.15 178548.15 10-06-2017 178548.15 1 9-D5 ERNST & YOUNG LLP N CALIFORNIA BOARD OF ACCOUNTANCY STIPULATED SETTLEMENT AND DISCIPLINARY ORDER AC-2017-36 2450 VENTURE OAKS WAY SUITE 300 SACRAMENTO CA 95833 ON JANUARY 24, 2020, THE CALIFORNIA BOARD OF ACCOUNTANCY ADOPTED A STIPULATED SETTLEMENT AND DISCIPLINARY ORDER BETWEEN ERNST & YOUNG LLP AND THE CALIFORNIA BOARD OF ACCOUTANCY BASED ON SEC ADMINISTRATIVE PROCEEDING FILE NO. 3-17628 RELATING TO ERNST & YOUNG LLP'S 2007, 2008, AND 2009 AUDITS AND THE 2010 INTERIM REVIEWS OF WEATHERFORD INTERNATIONAL LTD'S FINANCIAL STATEMENTS. PURSUANT TO THE STIPULATED SETTLEMENT AND DISCIPLINARY ORDER, ERNST & YOUNG LLP WAS PLACED ON PROBATION IN CALIFORNIA FOR 24 MONTHS, ORDERED TO PAY AN ADMINISTRATIVE PENALTY OF $300,000, AND SHALL REIMBURSE THE CALIFORNIA BOARD OF ACCOUNTANCY AN AMOUNT UP TO $25,000 FOR ITS INVESTIGATION AND MONITORING DURING THE PROBATIONARY PERIOD. 01-13-2020 CALIFORNIA BOARD OF ACCOUNTANCY Other THE FIRM'S CALIFORNIA CERTIFICATE IS SUSPENDED FOR 30 DAYS BUT THE SUSPENSION IS STAYED; THE FIRM IS ON PROBATION IN CALIFORNIA FOR 24 MONTHS, WILL PAY AN ADMINISTRATIVE PENALTY OF $300,000 AND REIMBURSE THE CALIFORNIA BOARD OF ACCOUNTANCY UP TO $25,000 FOR ITS INVESTIGATION AND MONITORING DURING PROBATION. PAYMENT OF REASONABLE COSTS AND PAYMENT OF ADMINISTRATIVE PENALTY. Other AUDIT SERVICES ON JANUARY 24, 2020, THE CALIFORNIA BOARD OF ACCOUNTANCY ADOPTED A STIPULATED SETTLEMENT AND DISCIPLINARY ORDER BETWEEN ERNST & YOUNG LLP AND THE CALIFORNIA BOARD OF ACCOUNTANCY BASED ON SEC ADMINISTRATIVE PROCEEDING FILE NO. 3-17628 RELATING TO ERNST & YOUNG LLP'S 2007, 2008, AND 2009 AUDITS AND THE 2010 INTERIM REVIEWS OF WEATHERFORD INTERNATIONAL LTD'S FINANCIAL STATEMENTS. PURSUANT TO THE STIPULATED SETTLEMENT AND DISCIPLINARY ORDER, ERNST & YOUNG LLP WAS PLACED ON PROBATION IN CALIFORNIA FOR 24 MONTHS, ORDERED TO PAY AN ADMINISTRATIVE PENALTY OF $300,000, AND SHALL REIMBURSE THE CALIFORNIA BOARD OF ACCOUNTANCY AN AMOUNT UP TO $25,000 FOR ITS INVESTIGATION AND MONITORING DURING THE PROBATIONARY PERIOD. 01-24-2020 Order Settled THE MATTER WAS RESOLVED PURSUANT TO A STIPULATED SETTLEMENT AND DISCIPLINARY ORDER OF THE CALIFORNIA BOARD OF ACCOUNTANCY DATED JANUARY 24, 2020 WITH AN EFFECTIVE DATE OF FEBRUARY 24, 2020. N Y CivilAdminPenaltyFine Other ERNST & YOUNG LLP IS PLACED ON PROBATION BY THE CALIFORNIA BOARD OF ACCOUNTANCY FOR 24 MONTHS AND SHALL REIMBURSE THE CALIFORNIA BOARD OF ACCOUNTANCY A SUM NOT TO EXCEED $25,000 FOR ITS INVESTIGATION AND PROSECUTION OF THIS MATTER. 24 01-24-2020 02-24-2022 THE FIRM'S CALIFORNIA CERTIFICATE IS SUSPENDED 30 DAYS BUT THE SUSPENSION IS STAYED; THE FIRM IS ON PROBATION IN CALIFORNIA FOR 24 MONTHS, WILL PAY AN ADMINISTRATIVE PENALTY OF $300,000 AND REIMBURSE THE CALIFORNIA BOARD OF ACCOUNTANCY UP TO $25,000 FOR ITS INVESTIGATION AND MONITORING DURING PROBATION. 300000.00 300000.00 THE DEADLINE FOR PAYMENT IS APRIL 24, 2020, WHICH IS 60 DAYS AFTER THE EFFECTIVE DATE OF THE SETTLEMENT (FEBRUARY 24, 2020). THE FINE WILL BE PAID PRIOR TO THE DEADLINE. 300000.00 1 9-C5 ERNST & YOUNG LLP N IN THE MATTER OF ERNST & YOUNG LLP, JAMES G. HERRING, JR., CPA, JAMES A. YOUNG, CPA, AND CURT W. FOCHTMANN, CPA FILE NO. 3-20447 100 F STREET NE WASHINGTON D.C. DC 20549 THE ORDER INCLUDES NO ALLEGATIONS OF ERRORS IN THE CLIENT'S AUDITED FINANCIAL STATEMENTS, AND THOSE FINANCIAL STATEMENTS WERE NOT RESTATED. IN THE ORDER THE SEC CREDITED REMEDIAL EFFORTS THAT WERE UNDERTAKEN BY EY. EY NEITHER ADMITTED NOR DENIED THE FINDINGS IN THE ORDER. 08-02-2021 THE SEC DID NOT SEND EY A WELLS NOTICE OR COMMENCE A CIVIL OR ADMINISTRATIVE ACTION AGAINST EY BEFORE THE MATTER SETTLED. Cease and Desist Censure CivilAdminPenaltyFine Undertaking Other AUDIT SERVICES THE ORDER RESULTS FROM AN INVESTIGATION OF CERTAIN CONDUCT DURING A 2014 REQUEST FOR PROPOSAL PROCESS TO SELECT THE INDEPENDENT AUDITOR OF AN SEC REGISTRANT. EY WAS APPOINTED INDEPENDENT AUDITOR BEGINNING WITH FISCAL YEAR 2015 AND SERVED IN THAT ROLE UNTIL AUGUST 2019. THE SEC FOUND THAT THE MANNER IN WHICH EY OBTAINED THE ENGAGEMENT CAUSED EY TO LACK INDEPENDENCE FROM THE CLIENT FOR FISCAL YEAR 2015 ONLY. 08-02-2021 Decision & Order of Offer of Settlement Y Cease and Desist Censure CivilAdminPenaltyFine Undertaking Other THREE CURRENT AND FORMER EY PARTNERS AGREED TO BE SUSPENDED FROM PRACTICING BEFORE THE SEC FOR THREE YEARS, TWO YEARS, AND ONE YEAR, RESPECTIVELY, WITH THE RIGHT TO APPLY FOR REINSTATEMENT AT THE END OF THOSE PERIODS; TO PAY CIVIL MONEY PENALTIES OF $50,000, $25,000, AND $15,000, RESPECTIVELY; AND TO CEASE AND DESIST FROM FUTURE VIOLATIONS. 10000000.00 10000000.00 08-06-2021 10000000.00 1 9-H1c ERNST & YOUNG LLP N SUPREME COURT OF THE STATE OF NEW YORK - COUNTY OF NEW YORK INDEX NO.: 451586/2010 60 Centre Street NEW YORK NY 10007 ON DECEMBER 21, 2010 THE NYAG FILED A LAWSUIT AGAINST ERNST & YOUNG LLP RELATING TO LEHMAN BROTHERS, ALLEGING VIOLATION OF NEW YORK'S MARTIN ACT AND EXECUTIVE LAW. IN THE LAWSUIT THE NYAG ESSENTIALLY CLAIMED THAT ERNST & YOUNG WAS RESPONSIBLE FOR LEHMAN'S ALLEGED MISREPRESENTATION REGARDING REPO 105. ON APRIL 15, 2015, ERNST & YOUNG AGREED TO MAKE A $10 MILLION TOTAL PAYMENT TO SETTLE THIS MATTER. IN ADDITION, ERNST & YOUNG LLP IS INVOLVED IN LITIGATION IN THE NORMAL COURSE OF ITS PROFESSIONAL ACTIVITIES. THE FIRM OR ITS PREDECESSORS HAS BEEN IN EXISTENCE FOR MORE THAN 100 YEARS. WHILE THERE MAY HAVE BEEN A JURY VERDICT IN A CIVIL LAW SUIT BROUGHT BY A PRIVATE PLAINTIFF DURING THAT TIME, THERE HAVE BEEN NO SUCH EVENTS REQUIRING DISCLOSURE SINCE ERNST & YOUNG LLP BECAME AN "ASSOCIATED PERSON" OF ERNST & YOUNG INFRASTRUCTURE ADVISORS, LLC. 12-21-2010 State THE PEOPLE OF THE STATE OF NEW YORK BY ERIC SCHNEIDERMAN, ATTORNEY GENERAL OF THE STATE OF NEW YORK Y ERNST & YOUNG LLP N ERNST & YOUNG INFRASTRUCTURE ADVISORS, LLC ("EYIA") IS AN AFFILIATE OF ERNST & YOUNG LLP ("EY"). EY IS AN ASSOCIATED PERSON OF EYIA. EYIA IS NEITHER NAMED NOR OTHERWISE INVOLVED IN THIS MATTER. Restitution Injunction Money Damage(s) (Private/Civil Complaint) Disgorgement Other - EY directed to pay Plaintiff's costs, including attorney fees - Other equitable relief as may be necessary to redress EY's alleged violations of New York law 12-21-2010 No Product ASSERTION OF CIVIL CLAIMS AGAINST ERNST & YOUNG LLP UNDER NEW YORK'S MARTIN ACT AND EXECUTIVE LAW ARISING OUT OF ERNST & YOUNG'S AUDITS OF LEHMAN BROTHERS HOLDING INC. 04-15-2015 Settled N SERGIO COSTA SERGIO COSTA CHIEF COMPLIANCE OFFICER 01-06-2022 N N N N N Y Y Y N N Y N Y N Y N N N N N N