10-Q 1 d914424d10q.htm FORM 10-Q Form 10-Q
Table of Contents

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 10-Q 

 

 

(Mark one)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2015

Or

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 1-14037

 

 

Moody’s Corporation

(Exact name of registrant as specified in its charter)

 

Delaware   13-3998945
(State of Incorporation)   (I.R.S. Employer Identification No.)

7 World Trade Center at

250 Greenwich Street, New York, N.Y.

  10007
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code:

(212) 553-0300 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months, or for such shorter period that the registrant was required to submit and post such files.    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

 

Title of Each Class

 

Shares Outstanding at March 31, 2015

Common Stock, par value $0.01 per share   202.2 million


Table of Contents

MOODY’S CORPORATION

INDEX TO FORM 10-Q

 

  Glossary of Terms and Abbreviations   3-7
PART I. FINANCIAL INFORMATION

Item 1.

 

Financial Statements

  8
 

Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2015 and 2014

  8
 

Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2015 and 2014

  9
 

Consolidated Balance Sheets (Unaudited) at March 31, 2015 and December 31, 2014

  10
 

Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2015 and 2014

  11
 

Notes to Condensed Consolidated Financial Statements (Unaudited)

  12-35

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  36
 

The Company

  36
 

Critical Accounting Estimates

  36
 

Reportable Segments

  36-37
 

Results of Operations

  37-43
 

Liquidity and Capital Resources

  44-48
 

2015 Outlook

  49
 

Recently Issued Accounting Pronouncements

  49-50
 

Contingencies

  50
 

Regulation

  50-51
 

Forward-Looking Statements

  51-52

Item 3.

 

Quantitative and Qualitative Disclosures about Market Risk

  52

Item 4.

 

Controls and Procedures

  52-53
PART II. OTHER INFORMATION

Item 1.

 

Legal Proceedings

  54

Item 1A.

 

Risk Factors

  54

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

  54

Item 5.

 

Other Information

  54

Item 6.

 

Exhibits

  55

SIGNATURES

  56

Exhibits Filed Herewith

 

10.1

  First Amendment to the Profit Participation Plan of Moody’s Corporation (as amended and restated as of January 1, 2014).  

31.1

 

Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

31.2

 

Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

32.1

 

Chief Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

32.2

 

Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101.DEF

 

XBRL Definitions Linkbase Document

 

101.INS

 

XBRL Instance Document

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

101.LAB

 

XBRL Taxonomy Extension Labels Linkbase Document

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 


Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS

The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:

 

TERM

  

DEFINITION

Adjusted Operating Income    Operating income excluding depreciation and amortization
Adjusted Operating Margin    Operating margin excluding depreciation and amortization
Amba    Amba Investment Services; a provider of outsourced investment research and quantitative analytics for global financial institutions; a majority owned subsidiary of the Company acquired 100% of Amba in December 2013
Americas    Represents countries within North and South America, excluding the U.S.
AOCI    Accumulated other comprehensive income (loss); a separate component of shareholders’ equity
ASC    The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009 except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants
Asia-Pacific    Represents countries in Asia including but not limited to: Australia, China, India, Indonesia, Japan, Korea, Malaysia, Singapore, Sri Lanka and Thailand
ASU    The FASB Accounting Standards Update to the ASC. It also provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC
Board    The board of directors of the Company
Bps    Basis points
Canary Wharf Lease    Operating lease agreement entered into on February 6, 2008 for office space in London, England, occupied by the Company in the second half of 2009
CDO    Collateralized debt obligation
CFG    Corporate finance group; an LOB of MIS
CLO    Collateralized loan obligation
CMBS    Commercial mortgage-backed securities; part of the CREF asset class within SFG
Company    Moody’s Corporation and its subsidiaries; MCO; Moody’s
Copal    Copal Partners; an acquisition completed in November 2011; part of the MA segment; leading provider of outsourced research and analytical services to institutional investors
Copal Amba    Operating segment created in January 2014 that consists of all operations from Copal as well as the operations of Amba. The Copal Amba operating segment provides outsourced research and analytical services to the global financial and corporate sectors
Council    Council of the European Union
CRAs    Credit rating agencies
CRA3    Regulation (EU) No 462/2013 of the European Parliament and of the Council, which updated the regulatory regimes imposing additional procedural requirements on CRAs

 

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TERM

  

DEFINITION

CREF    Commercial real estate finance which includes REITs, commercial real estate CDOs and mortgage-backed securities; part of SFG
CSI    CSI Global Education, Inc.; an acquisition completed in November 2010; part of the MA segment; a provider of financial learning, credentials, and certification services primarily in Canada
D&B Business    Old D&B’s Dun & Bradstreet operating company
DBPP    Defined benefit pension plans
Debt/EBITDA    Ratio of Total Debt to EBITDA
EBITDA    Earnings before interest, taxes, depreciation and amortization
EMEA    Represents countries within Europe, the Middle East and Africa
EPS    Earnings per share
ERS    The enterprise risk solutions LOB within MA which offers risk management software products as well as software implementation services and related risk management advisory engagements
ESMA    European Securities and Markets Authority
ETR    Effective tax rate
EU    European Union
EUR    Euros
European Ratings Platform    Central credit ratings website administered by ESMA
Excess Tax Benefits    The difference between the tax benefit realized at exercise of an option or delivery of a restricted share and the tax benefit recorded at the time the option or restricted share is expensed under GAAP
Exchange Act    The Securities Exchange Act of 1934, as amended
FASB    Financial Accounting Standards Board
FIG    Financial institutions group; an LOB of MIS
Financial Reform Act    Dodd-Frank Wall Street Reform and Consumer Protection Act
Free Cash Flow    Net cash provided by operating activities less cash paid for capital additions
FSTC    Financial Services Training and Certifications; a reporting unit within the MA segment that includes on-line and classroom-based training services and CSI
FX    Foreign exchange
GAAP    U.S. Generally Accepted Accounting Principles
GBP    British pounds
ICRA    ICRA Limited.; a leading provider of credit ratings and research in India. The Company previously held 28.51% equity ownership and in June 2014, increased that ownership stake to 50.06% through the acquisition of additional shares
ICRA Acquisition    The June 2014 purchase of an additional 21.55% ownership interest in ICRA resulting in majority ownership and consolidation of ICRAs financial statements; ICRA’s results are consolidated into Moody’s financial statements on a three-month lag
IRS    Internal Revenue Service
IT    Information technology
KIS    Korea Investors Service, Inc; a leading Korean rating agency and consolidated subsidiary of the Company
KIS Pricing    Korea Investors Service Pricing, Inc; a leading Korean provider of fixed income securities pricing and consolidated subsidiary of the Company

 

4


Table of Contents

TERM

  

DEFINITION

Legacy Tax Matter(s)    Exposures to certain potential tax liabilities assumed in connection with the 2000 Distribution
Lewtan    Lewtan Technologies; a leading provider of analytical tools and data for the global structured finance market; an acquisition completed in October 2014
LIBOR    London Interbank Offered Rate
LOB    Line of business
MA    Moody’s Analytics – a reportable segment of MCO formed in January 2008 which provides a wide range of products and services that support financial analysis and risk management activities of institutional participants in global financial markets; consists of three LOBs – RD&A, ERS and PS
M&A    Mergers and acquisitions
Make Whole Amount    The prepayment penalty amount relating to the Series 2007-1 Notes, 2010 Senior Notes, 2012 Senior Notes, 2013 Senior Notes, 2014 Senior Notes (5-year) and 2014 Senior Notes (30-year) which is a premium based on the excess, if any, of the discounted value of the remaining scheduled payments over the prepaid principal
MCO    Moody’s Corporation and its subsidiaries; the Company; Moody’s
MD&A    Management’s Discussion and Analysis of Financial Condition and Results of Operations
MIS    Moody’s Investors Service – a reportable segment of MCO; consists of five LOBs – SFG, CFG, FIG, PPIF and MIS Other
MIS Other    Consists of non-ratings revenue from ICRA, KIS Pricing and KIS Research. These businesses are managed by MIS; an LOB of MIS
Moody’s    Moody’s Corporation and its subsidiaries; MCO; the Company
Net Income    Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder
New D&B    The New D&B Corporation – which comprises the D&B Business
NM    Percentage change is not meaningful
NRSRO    Nationally Recognized Statistical Rating Organization
OCI    Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments
Old D&B    The former Dun and Bradstreet Company which distributed New D&B shares on September 30, 2000, and was renamed Moody’s Corporation
PPIF    Public, project and infrastructure finance; an LOB of MIS
Profit Participation Plan    Defined contribution profit participation plan that covers substantially all U.S. employees of the Company
PS    Professional Services, an LOB within MA that provides outsourced research and analytical services as well as financial training and certification programs
RD&A    Research, Data and Analytics; an LOB within MA that produces, sells and distributes research, data and related content. Includes products generated by MIS, such as analyses on major debt issuers, industry studies, and commentary on topical credit events, as well as economic research, data, quantitative risk scores, and other analytical tools that are produced within MA
Redeemable Noncontrolling Interest    Represents minority shareholders’ interest in entities which are controlled but not wholly-owned by Moody’s and for which Moody’s obligation to redeem the minority shareholders’ interest is in the control of the minority shareholders
Reform Act    Credit Rating Agency Reform Act of 2006
REIT    Real Estate Investment Trust

 

5


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TERM

  

DEFINITION

Relationship Revenue    In MIS, excluding MIS Other, relationship revenue represents the recurring monitoring of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. In MIS Other, relationship revenue represents subscription-based revenue. For MA, revenue represents subscription-based revenue and maintenance revenue
Retirement Plans    Moody’s funded and unfunded pension plans, the retirement healthcare plans and retirement life insurance plans
SEC    U.S. Securities and Exchange Commission
Securities Act    Securities Act of 1933
Series 2007-1 Notes    Principal amount of $300 million, 6.06% senior unsecured notes due in September 2017 pursuant to the 2007 Agreement
SFG    Structured finance group; an LOB of MIS
SG&A    Selling, general and administrative expenses
Total Debt    All indebtedness of the Company as reflected on the consolidated balance sheets
Transaction Revenue    For MIS, excluding MIS Other, revenue representing the initial rating of a new debt issuance as well as other one-time fees. In MIS Other, transaction revenue represents revenue from professional services and outsourcing engagements. For MA, revenue represents software license fees and revenue from risk management advisory projects, training and certification services, and outsourced research and analytical engagements
U.K.    United Kingdom
U.S.    United States
U.S. Shared National Credit Program    Interagency program designed to evaluate large and complex syndicated credits. The program is administered by the three federal banking regulatory agencies which include the Federal Reserve System, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation (FDIC).
USD    U.S. dollar
UTBs    Unrecognized tax benefits
UTPs    Uncertain tax positions
WebEquity    WebEquity Solutions LLC; a leading provider of cloud-based loan origination solutions for financial institutions; part of the ERS LOB within MA
2000 Distribution    The distribution by Old D&B to its shareholders of all the outstanding shares of New D&B common stock on September 30, 2000
2000 Distribution Agreement    Agreement governing certain ongoing relationships between the Company and New D&B after the 2000 Distribution including the sharing of any liabilities for the payment of taxes, penalties and interest resulting from unfavorable IRS rulings on certain tax matters and certain other potential tax liabilities
2007 Agreement    Note purchase agreement dated September 7, 2007, relating to the Series 2007-1 Notes
2008 Term Loan    Five-year $150 million senior unsecured term loan entered into by the Company on May 7, 2008
2010 Indenture    Supplemental indenture and related agreements dated August 19, 2010, relating to the 2010 Senior Notes
2010 Senior Notes    Principal amount of $500 million, 5.50% senior unsecured notes due in September 2020 pursuant to the 2010 Indenture

 

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TERM

  

DEFINITION

2012 Indenture    Supplemental indenture and related agreements dated August 18, 2012, relating to the 2012 Senior Notes
2012 Senior Notes    Principal amount of $500 million, 4.50% senior unsecured notes due in September 2022 pursuant to the 2012 Indenture
2012 Facility    Revolving credit facility of $1 billion entered into on April 18, 2012, expiring in 2017
2013 Indenture    Supplemental indenture and related agreements dated August 12, 2013, relating to the 2013 Senior Notes
2013 Senior Notes    Principal amount of $500 million, 4.875% senior unsecured notes due in February 2024 pursuant to the 2013 Indenture
2014 Indenture    Supplemental indenture and related agreements dated July 16, 2014, relating to the 2014 Senior Notes
2014 Senior Notes (5-Year)    Principal amount of $450 million, 2.75% senior unsecured notes due in July 2019
2014 Senior Notes (30-Year)    Principal amount of $300 million, 5.25% senior unsecured notes due in July 2044
2015 Indenture    Supplemental indenture and related agreements dated March 9, 2015, relating to the 2015 Senior Notes
2015 Senior Notes    Principal amount €500 million, 1.75% senior unsecured notes issued March 9, 2015 and due in March 2027
7WTC   

The Company’s corporate headquarters located at 7 World Trade Center in New York,

NY

7WTC Lease    Operating lease agreement entered into on October 20, 2006

 

7


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in millions, except per share data)

 

     Three Months Ended
March 31,
 
     2015     2014  

Revenue

   $ 865.6      $ 767.2   
  

 

 

   

 

 

 

Expenses

    

Operating

     244.4        216.0   

Selling, general and administrative

     221.3        195.1   

Depreciation and amortization

     28.6        23.1   
  

 

 

   

 

 

 

Total expenses

     494.3        434.2   
  

 

 

   

 

 

 

Operating income

     371.3        333.0   
  

 

 

   

 

 

 

Non-operating (expense) income, net

    

Interest income (expense), net

     (29.3     (23.8

Other non-operating income (expense), net

     2.5        2.4   
  

 

 

   

 

 

 

Total non-operating (expense) income, net

     (26.8     (21.4
  

 

 

   

 

 

 

Income before provisions for income taxes

     344.5        311.6   

Provision for income taxes

     113.2        89.9   
  

 

 

   

 

 

 

Net income

     231.3        221.7   

Less: Net income attributable to noncontrolling interests

     1.2        3.7   
  

 

 

   

 

 

 

Net income attributable to Moody’s

   $ 230.1      $ 218.0   
  

 

 

   

 

 

 

Earnings per share attributable to Moody’s common shareholders

    

Basic

   $ 1.14      $ 1.02   
  

 

 

   

 

 

 

Diluted

   $ 1.11      $ 1.00   
  

 

 

   

 

 

 

Weighted average number of shares outstanding

    

Basic

     202.7        214.0   
  

 

 

   

 

 

 

Diluted

     206.5        218.5   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

8


Table of Contents

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Amounts in millions)

 

     Three Months Ended March 31,  
     2015     2014  
     Pre-tax
amounts
     Tax
amounts
    After-tax
amounts
    Pre-tax
amounts
    Tax
amounts
    After-tax
amounts
 

Net income

        $ 231.3          $ 221.7   
       

 

 

       

 

 

 

Other comprehensive income (loss):

             

Foreign currency translation:

             

Foreign currency translation adjustments

   $  (109.4    $ —          (109.4   $ (4.8   $ —          (4.8

Foreign currency translation adjustments - reclassification of gains included in net income

     (0.1      —          (0.1     —          —          —     

Net investment hedges:

             

Net realized and unrealized gain (loss) on net investment hedges

     31.6         (12.7     18.9        (3.6     1.5        (2.1

Available for sale securities:

             

Net unrealized gains on available for sale securities

     1.1         —          1.1        —          —          —     

Pension and Other Retirement Benefits:

             

Amortization of actuarial losses and prior service costs included in net income

     3.8         (1.5     2.3        1.7        (1.5     0.2   
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive loss

   $ (73.0      $ (14.2     (87.2   $  (6.7   $  —          (6.7
  

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

          144.1            215.0   

Less: comprehensive income attributable to noncontrolling interests and redeemable noncontrolling interest

          1.2            3.7   
       

 

 

       

 

 

 

Comprehensive income attributable to Moody’s

        $ 142.9            $ 211.3   
       

 

 

       

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

9


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MOODY’S CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Amounts in millions, except share and per share data)

 

     March 31,
2015
    December 31,
2014
 
ASSETS   

Current assets:

    

Cash and cash equivalents

   $ 1,509.9      $ 1,219.5   

Short-term investments

     485.5        458.1   

Accounts receivable, net of allowances of $30.9 in 2015 and $29.4 in 2014

     842.7        792.4   

Deferred tax assets, net

     36.8        43.9   

Other current assets

     164.4        172.5   
  

 

 

   

 

 

 

Total current assets

     3,039.3        2,686.4   

Property and equipment, net of accumulated depreciation of $467.6 in 2015 and $451.5 in 2014

     299.3        302.3   

Goodwill

     988.0        1,021.1   

Intangible assets, net

     328.0        345.5   

Deferred tax assets, net

     154.7        167.8   

Other assets

     166.7        145.9   
  

 

 

   

 

 

 

Total assets

   $ 4,976.0      $ 4,669.0   
  

 

 

   

 

 

 
LIABILITIES AND SHAREHOLDERS’ (DEFICIT) EQUITY   

Current liabilities:

    

Accounts payable and accrued liabilities

   $ 379.2      $ 557.6   

Deferred tax liabilities, net

     21.3        17.5   

Deferred revenue

     737.7        624.6   
  

 

 

   

 

 

 

Total current liabilities

     1,138.2        1,199.7   

Non-current portion of deferred revenue

     132.3        132.2   

Long-term debt

     3,095.1        2,547.3   

Deferred tax liabilities, net

     90.0        95.7   

Unrecognized tax benefits

     222.5        220.3   

Other liabilities

     444.1        430.9   
  

 

 

   

 

 

 

Total liabilities

     5,122.2        4,626.1   

Contingencies (Note 14)

    

Shareholders’ (deficit) equity:

    

Preferred stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and outstanding

     —          —     

Series common stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and outstanding

     —          —     

Common stock, par value $.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued at March 31, 2015 and December 31, 2014, respectively.

     3.4        3.4   

Capital surplus

     370.6        383.9   

Retained earnings

     6,276.4        6,044.3   

Treasury stock, at cost; 140,734,823 and 138,539,128 shares of common stock at March 31, 2015 and December 31, 2014, respectively

     (6,701.7     (6,384.2

Accumulated other comprehensive loss

     (322.4     (235.2
  

 

 

   

 

 

 

Total Moody’s shareholders’ deficit

     (373.7     (187.8

Noncontrolling interests

     227.5        230.7   
  

 

 

   

 

 

 

Total shareholders’ (deficit) equity

     (146.2     42.9   
  

 

 

   

 

 

 

Total liabilities and shareholders’ (deficit) equity

   $ 4,976.0      $ 4,669.0   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the consolidated financial statements.

 

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MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in millions)

 

     Three months ended
March 31,
 
     2015     2014  

Cash flows from operating activities

    

Net income

   $ 231.3      $ 221.7   

Reconciliation of net income to net cash provided by operating activities:

    

Depreciation and amortization

     28.6        23.1   

Stock-based compensation expense

     22.7        20.3   

Deferred income taxes

     7.6        27.9   

Excess tax benefits from stock-based compensation plans

     (37.4     (38.8

Changes in assets and liabilities:

    

Accounts receivable

     (62.7     (42.8

Other current assets

     2.9        (5.0

Other assets

     (13.9     (1.8

Accounts payable and accrued liabilities

     (72.8     (131.8

Deferred revenue

     127.9        114.0   

Unrecognized tax benefits and other non-current tax liabilities

     7.4        (5.5

Other liabilities

     20.2        (4.1
  

 

 

   

 

 

 

Net cash provided by operating activities

     261.8        177.2   
  

 

 

   

 

 

 

Cash flows from investing activities

    

Capital additions

     (19.0     (19.1

Purchases of investments

     (167.9     (4.3

Sales and maturities of investments

     116.8        13.8   

Cash paid into escrow for ICRA share tender offer

     —          (72.6

Receipts for settlement of net investment hedges

     20.8        —     
  

 

 

   

 

 

 

Net cash used in investing activities

     (49.3     (82.2
  

 

 

   

 

 

 

Cash flows from financing activities

    

Issuance of notes

     552.8        —     

Net (outlay) proceeds from stock-based compensation plans

     (23.9     6.0   

Cost of treasury shares repurchased

     (365.8     (201.6

Excess tax benefits from settlement of stock-based compensation plans

     37.4        38.8   

Payment of dividends

     (68.7     (59.9

Payment of dividends to noncontrolling interests

     (3.7     (5.4

Debt issuance costs and related fees

     (4.2     —     
  

 

 

   

 

 

 

Net cash provided by (used in) financing activities

     123.9        (222.1

Effect of exchange rate changes on cash and cash equivalents

     (46.0     (0.2
  

 

 

   

 

 

 

Net increase (decrease) in cash and cash equivalents

     290.4        (127.3

Cash and cash equivalents, beginning of the period

     1,219.5        1,919.5   
  

 

 

   

 

 

 

Cash and cash equivalents, end of the period

   $ 1,509.9      $ 1,792.2   
  

 

 

   

 

 

 

The accompanying notes are an integral part of the condensed consolidated financial statements.

 

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MOODY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(tabular dollar and share amounts in millions, except per share data)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Moody’s is a provider of (i) credit ratings, (ii) credit, capital markets and economic research, data and analytical tools, (iii) software solutions and related risk management services, (iv) quantitative credit risk measures, financial services training and certification services and (v) outsourced research and analytical services. Moody’s has two reportable segments: MIS and MA.

MIS, the credit rating agency, publishes credit ratings on a wide range of debt obligations and the entities that issue such obligations in markets worldwide. Revenue is primarily derived from the originators and issuers of such transactions who use MIS ratings in the distribution of their debt issues to investors. Additionally, MIS earns revenue from certain non-ratings-related operations which consist primarily of the distribution of research and fixed income pricing services in the Asia-Pacific region and outsourced services. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment.

The MA segment develops a wide range of products and services that support financial analysis and risk management activities of institutional participants in global financial markets. Within its Research, Data and Analytics business, MA distributes research and data developed by MIS as part of its ratings process, including in-depth research on major debt issuers, industry studies and commentary on topical credit-related events. The RD&A business also produces economic research as well as data and analytical tools such as quantitative credit risk scores. Within its Enterprise Risk Solutions business, MA provides software solutions as well as related risk management services. The Professional Services business provides outsourced research and analytical services along with financial training and certification programs.

These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the Company’s consolidated financial statements and related notes in the Company’s 2014 annual report on Form 10-K filed with the SEC on February 25, 2015. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

NOTE 2. STOCK-BASED COMPENSATION

Presented below is a summary of the stock-based compensation cost and associated tax benefit included in the accompanying consolidated statements of operations:

 

     Three Months Ended
March 31,
 
     2015      2014  

Stock-based compensation cost

   $ 22.7       $ 20.3   

Tax benefit

   $ 7.9       $ 6.3   

During the first three months of 2015, the Company granted 0.3 million employee stock options, which had a weighted average grant date fair value of $36.06 per share based on the Black-Scholes option-pricing model. The Company also granted 0.8 million shares of restricted stock in the first three months of 2015, which had a weighted average grant date fair value of $98.01 per share and generally vest ratably over a four-year period. Additionally, the Company granted approximately 0.2 million shares of performance-based awards whereby the number of shares that ultimately vest are based on the achievement of certain non-market based performance metrics of the Company over a three-year period. The weighted average grant date fair value of these awards was $94.01 per share.

 

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The following weighted average assumptions were used in determining the fair value for options granted in 2015:

 

Expected dividend yield

     1.39

Expected stock volatility

     39.4

Risk-free interest rate

     1.88

Expected holding period

     6.9 years   

Grant date fair value

   $ 36.06   

Unrecognized compensation expense at March 31, 2015 was $15.6 million and $148.5 million for stock options and unvested restricted stock, respectively, which is expected to be recognized over a weighted average period of 1.4 years and 1.9 years, respectively. Additionally, there was $24.5 million of unrecognized compensation expense relating to the aforementioned non-market based performance-based awards, which is expected to be recognized over a weighted average period of 1.2 years.

The following tables summarize information relating to stock option exercises and restricted stock vesting:

 

     Three Months Ended
March 31,
 
Exercise of stock options:    2015      2014  

Proceeds from stock option exercises

   $ 33.5       $ 56.1   

Aggregate intrinsic value

   $ 32.1       $ 42.9   

Tax benefit realized upon exercise

   $ 11.9       $ 16.1   

Number of shares exercised

     0.7         1.2   
     Three Months Ended
March 31,
 
Vesting of restricted stock:    2015      2014  

Fair value of shares vested

   $ 108.9       $ 91.4   

Tax benefit realized upon vesting

   $ 35.9       $ 31.8   

Number of shares vested

     1.1         1.2   
     Three Months Ended
March 31,
 
Vesting of performance-based restricted stock:    2015      2014  

Fair value of shares vested

   $ 43.1       $ 38.0   

Tax benefit realized upon vesting

   $ 16.1       $ 14.8   

Number of shares vested

     0.5         0.5   

NOTE 3. INCOME TAXES

Moody’s effective tax rate was 32.9% and 28.9% for the three months ended March 31, 2015 and 2014, respectively. The increase in the ETR reflects a benefit related to the reversal of UTBs resulting from the favorable resolution of certain international tax matters in the prior year partially offset by lower state taxes in 2015.

The Company classifies interest related to UTBs in interest expense, net in its consolidated statements of operations. Penalties, if incurred, would be recognized in other non-operating (expense) income, net.

Moody’s Corporation and subsidiaries are subject to U.S. federal income tax as well as income tax in various state, local and foreign jurisdictions. The Company’s U.S. federal income tax returns for the years 2008 through 2010 are under examination and its returns for 2011 through 2013 remain open to examination. The Company’s New York City tax return for 2013 is currently under examination. The Company’s U.K. tax return for 2012 is currently under examination and its return for 2013 remains open to examination.

For ongoing audits, it is possible the balance of UTBs could decrease in the next twelve months as a result of the settlement of these audits, which might involve the payment of additional taxes, the adjustment of certain deferred taxes and/or the recognition of

 

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tax benefits. It is also possible that new issues might be raised by tax authorities which could necessitate increases to the balance of UTBs. As the Company is unable to predict the timing or outcome of these audits, it is therefore unable to estimate the amount of changes to the balance of UTBs at this time. However, the Company believes that it has adequately provided for its financial exposure relating to all open tax years by tax jurisdiction in accordance with the applicable provisions of Topic 740 of the ASC regarding UTBs.

The following table shows the amount the Company paid for income taxes:

 

     Three Months Ended
March 31,
 
     2015      2014  

Income taxes paid*

   $     31.4       $     76.3   

 

* Payments in 2014 include approximately $26 million of 2013 estimated federal taxes paid in the first quarter of 2014.

NOTE 4. WEIGHTED AVERAGE SHARES OUTSTANDING

Below is a reconciliation of basic to diluted shares outstanding:

 

     Three Months Ended
March 31,
 
     2015      2014  

Basic

     202.7         214.0   

Dilutive effect of shares issuable under stock-based compensation plans

     3.8         4.5   
  

 

 

    

 

 

 

Diluted

     206.5         218.5   
  

 

 

    

 

 

 

Anti-dilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock excluded from the table above

     1.0         1.0   
  

 

 

    

 

 

 

The calculation of diluted EPS requires certain assumptions regarding the use of both cash proceeds and assumed proceeds that would be received upon the exercise of stock options and vesting of restricted stock outstanding as of March 31, 2015 and 2014. These assumed proceeds include Excess Tax Benefits and any unrecognized compensation of the awards.

 

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NOTE 5 CASH EQUIVALENTS AND INVESTMENTS

The table below provides additional information on the Company’s cash equivalents and investments:

 

     As of March 31, 2015  
     Cost      Gross
Unrealized
Gains
     Fair
Value
     Balance sheet location  
              Cash and cash
equivalents
     Short-term
investments
     Other assets  

Money market mutual funds

   $ 100.5       $ —         $ 100.5       $ 100.5       $ —         $ —     

Certificates of deposit and money market deposit accounts (1)

   $ 1,217.2       $ —         $ 1,217.2       $ 727.4       $ 485.5       $ 4.3   

Fixed maturity and open ended mutual funds (2)

   $ 45.3       $ 2.0       $ 47.3       $ —         $ —         $ 47.3   

 

     As of December 31, 2014  
     Cost      Gross
Unrealized
Gains
     Fair
Value
     Balance sheet location  
              Cash and cash
equivalents
     Short-term
investments
     Other assets  

Money market mutual funds

   $ 149.7       $ —         $ 149.7       $ 149.7       $ —         $ —     

Certificates of deposit and money market deposit accounts (1)

   $ 842.5       $ —         $ 842.5       $ 380.1       $ 458.1       $ 4.3   

Fixed maturity and open ended mutual funds (2)

   $ 47.1       $ 0.9       $ 48.0       $ —         $ —         $ 48.0   

 

(1)

Consists of time deposits and money market deposit accounts. The remaining contractual maturities for the certificates of deposits classified as short-term investments were one month to eight months and one month to ten months at March 31, 2015 and December 31, 2014, respectively. Time deposits with a maturity of less than 90 days at time of purchase are classified as cash and cash equivalents.

(2) 

Consists of investments in fixed maturity mutual funds and open-ended mutual funds. The remaining contractual maturities for the fixed maturity instruments range from one month to 20 months and two months to 23 months for three months ended March 31, 2015 and year ended December 31, 2014, respectively.

The money market mutual funds as well as the fixed maturity and open ended mutual funds in the table above are deemed to be ‘available for sale’ under ASC Topic 320 and the fair value of these instruments is determined using Level 1 inputs as defined in the ASC.

The total proceeds received in the three months ended March 31, 2015 for maturities of fixed maturity mutual funds was $0.8 million. The gross realized gains on these maturities were immaterial.

NOTE 6. ACQUISITIONS

The business combinations described below are accounted for using the acquisition method of accounting whereby assets acquired and liabilities assumed were recognized at fair value on the date of the transaction. Any excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded to goodwill. The Company has not presented proforma combined results because the impact on previously reported statements of operations would not have been material. These acquisitions are discussed below in more detail.

 

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Lewtan Technologies

On October 27, 2014, a subsidiary of the Company acquired 100% of Lewtan Technologies, a leading provider of analytical tools and data for the global structured finance market. The acquisition of Lewtan will bolster MA’s Structured Analytics and Valuations (SAV) business within its RD&A LOB, which provides an extensive data and analytics library for securitized assets. The aggregate purchase price and the near term impact to the Company’s operations and cash flows is not material. Lewtan operates in the RD&A LOB of MA and goodwill related to this acquisition was allocated to the RD&A reporting unit.

WebEquity Solutions, LLC

On July 17, 2014, a subsidiary of the Company acquired 100% of WebEquity Solutions, LLC, a leading provider of cloud-based loan origination solutions for financial institutions. The cash payment of $130.5 million was funded with cash. This acquisition will enhance MA’s risk management product portfolio.

Shown below is the purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of the acquisition:

 

Current assets

      $ 3.0   

Property and equipment, net

        2.3   

Intangible assets:

     

Client relationships (18 year weighted average life)

   $ 42.8      

Software (15 year weighted average life)

     11.5      

Trade name (4 year weighted average life)

     0.5      
  

 

 

    

Total intangible assets (17 year weighted average life)

        54.8   

Goodwill

        77.6   

Liabilities assumed

        (7.2
     

 

 

 

Net assets acquired

      $ 130.5   
     

 

 

 

The acquired goodwill, which has been assigned to the MA segment, is tax deductible.

As of the date of the acquisition, WebEquity is part of the ERS reporting unit.

ICRA Limited

On June 26, 2014, a subsidiary of the Company acquired 2,154,722 additional shares of ICRA Limited, a publicly traded company in India, pursuant to a conditional open tender offer which was initiated in February 2014. ICRA is a leading provider of credit ratings and research in India and will extend MIS’s reach in the growing domestic debt market in India as well as other emerging markets in the region. The acquisition of the additional shares increased Moody’s ownership stake in ICRA from 28.5% to 50.06%, resulting in a controlling interest in ICRA. Accordingly, the Company consolidated ICRA’s financial statements. Moody’s consolidates ICRA’s financial statements on a three month lag.

Prior to the acquisition of the additional shares, Moody’s accounted for its investment in ICRA on an equity basis whereby the Company recorded its proportional share of the investment’s net income or loss as part of other non-operating income (expense), net. The acquisition of the additional shares has resulted in the Company consolidating ICRA into its financial statements. As a result of this consolidation and in accordance with ASC 805, the carrying value of the Company’s equity investment in ICRA was remeasured to fair value as of the acquisition date resulting in a pre-tax gain of $102.8 million ($78.5 million after-tax) in second quarter of 2014. The fair value of the Company’s equity investment was based on ICRA’s quoted market price on the date of acquisition.

 

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The table below details the total consideration relating to the ICRA step-acquisition:

 

Cash paid

   $ 86.0   

Fair value of equity interest in ICRA prior to obtaining a controlling interest

     124.9   
  

 

 

 

Total consideration

   $ 210.9   
  

 

 

 

Shown below is the purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:

 

Current assets

      $ 25.4   

Property and equipment, net

        15.1   

Intangible assets:

     

Trade name (36 year weighted average life)

   $ 46.8      

Client relationships (19 year weighted average life)

     33.8      

Other (17 year weighted average life)*

     18.3      
  

 

 

    

Total intangible assets (26 year weighted average life)

        98.9   

Goodwill

        296.7   

Other assets

        56.3   

Liabilities

        (62.7

Fair value of non-controlling interest assumed

        (218.8
     

 

 

 

Net assets acquired

      $ 210.9   
     

 

 

 

 

* Primarily consists of acquired technical know-how and ratings methodologies

Current assets in the table above include acquired cash of approximately $5 million. Additionally, current assets includes gross accounts receivable of approximately $14 million, of which an immaterial amount is not expected to be collectible. Goodwill, which has been assigned to the MIS segment, is not deductible for tax.

The fair value of the non-controlling interest was determined based on the quoted market price per share of ICRA on the date that the Company acquired the controlling stake.

ICRA operates as its own reporting unit for purposes of the Company’s annual goodwill impairment assessment.

NOTE 7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to global market risks, including risks from changes in FX rates and changes in interest rates. Accordingly, the Company uses derivatives in certain instances to manage the aforementioned financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for speculative purposes.

Derivatives and non-derivative instruments designated as accounting hedges:

Interest Rate Swaps

In the second quarter of 2014, the Company entered into interest rate swaps with a total notional amount of $250 million to convert the fixed interest rate on the 2010 Senior Notes to a floating interest rate based on the 3-month LIBOR. In the third quarter of 2014, the Company entered into interest rate swaps with a total notional amount of $250 million to convert the fixed interest rate on the remaining balance of the 2010 Senior Notes to a floating interest rate based on the 3-month LIBOR. The purpose of these hedges is to mitigate the risk associated with changes in the fair value of the 2010 Senior Notes, thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted quarterly with a corresponding adjustment to the carrying value of the 2010 Senior Notes. The changes in the fair value of the hedges and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest income (expense), net, in the Company’s consolidated statement of operations.

 

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In the third quarter of 2014, the Company entered into interest rate swaps with a total notional amount of $250 million to convert the fixed interest rate on a portion of the 2014 Senior Notes (5-year) to a floating interest rate based on the 3-month LIBOR. In the first quarter of 2015, the Company entered into interest rate swaps with a total notional amount of $200 million to convert the fixed interest rate on the remaining balance of the 2014 Senior Notes (5-year) to a floating interest rate based on the 3-month LIBOR. The purpose of these hedges is to mitigate the risk associated with changes in the fair value of the 2014 Senior Notes (5-year), thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted quarterly with a corresponding adjustment to the carrying value of the 2014 Senior Notes (5-year). The changes in the fair value of the hedges and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest income (expense), net, in the Company’s consolidated statement of operations.

The following table summarizes the net gain (loss) on the Company’s interest rate swaps designated as fair value hedges:

 

          Three Months Ended
March 31,
 

Derivatives designated as fair value accounting hedges

  

Location on Statement of Operations

   2015      2014  

Interest rate swaps

   Interest income (expense), net    $ 3.5       $ (1.5

Net investment hedges

The Company entered into foreign currency forward contracts that are designated as net investment hedges and additionally has designated €400 million of the 2015 Senior Notes as a net investment hedge. These hedges are intended to mitigate FX exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against adverse changes in foreign exchange rates. These net investment hedges are designated as accounting hedges under the applicable sections of Topic 815 of the ASC.

Hedge effectiveness is assessed based on the overall changes in the fair value of the hedge on a pre-tax basis. For hedges that meet the effectiveness requirements, any changes in the fair value for the hedge or gains and losses realized on the settlement of the hedge are recorded in AOCI. Any change in the fair value of these hedges that is the result of ineffectiveness is recognized immediately in other non-operating (expense) income in the Company’s consolidated statement of operations.

The following table summarizes the notional amounts of the Company’s outstanding net investment hedges:

 

     March 31,
2015
     December 31,
2014
 

Notional amount of net investment hedges:

     

Long-term debt designated as net investment hedge

   400.0       —     

Contracts to sell euros for USD

   —         50.0   

Contracts to sell Japanese yen for USD

   ¥ 19,400       ¥ 19,400   

The outstanding contracts to sell Japanese yen for USD expire in November 2015. The hedge relating to the portion of the 2015 Senior Notes that was designated as a net investment hedge will terminate upon the repayment of the notes in 2027 unless terminated earlier at the discretion of the Company.

 

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The following table provides information on the gains/(losses) on the Company’s net investment hedges:

 

Derivatives and non-

derivative instruments

in Net Investment Hedging

Relationships

   Amount of
Gain/(Loss)  Recognized
in AOCI on Derivative
(Effective Portion)
 
     Three Months Ended
March 31,
 
     2015      2014  

FX forwards

   $ 11.3       $ (2.1

Long-term debt

     7.6         —     
  

 

 

    

 

 

 

Total

   $ 18.9       $ (2.1
  

 

 

    

 

 

 
The cumulative amount of realized and unrecognized net investment hedge gains recorded in AOCI is as follows:    
     Gains, net of tax  
     March 31,
2015
     December 31,
2014
 

FX forwards

   $ 32.2       $ 20.9   

Long-term debt

     7.6         —     
  

 

 

    

 

 

 

Total gains on net investment hedges

   $ 39.8       $ 20.9   
  

 

 

    

 

 

 

Derivatives not designated as accounting hedges:

Foreign exchange forwards

The Company also enters into foreign exchange forwards to mitigate the change in fair value on certain assets and liabilities denominated in currencies other than a subsidiary’s functional currency. These forward contracts are not designated as accounting hedges under the applicable sections of Topic 815 of the ASC. Accordingly, changes in the fair value of these contracts are recognized immediately in other non-operating (expense) income, net in the Company’s consolidated statements of operations along with the FX gain or loss recognized on the assets and liabilities denominated in a currency other than the subsidiary’s functional currency. These contracts have expiration dates at various times through June 2015.

The following table summarizes the notional amounts of the Company’s outstanding foreign exchange forwards:

 

     March 31,
2015
     December 31,
2014
 

Notional amount of currency pair:

     

Contracts to purchase USD with euros

   $ 0.7       $ 38.5   

Contracts to sell USD for euros

   $ 44.2       $ 51.5   

Contracts to purchase USD with GBP

   $ —         $ 0.2   

Contracts to purchase USD with other foreign currencies

   $ —         $ 1.2   

Contracts to purchase euros with other foreign currencies

   35.4       34.0   

Contracts to purchase euros with GBP

   28.3       25.0   

Contracts to sell euros for GBP

   33.0       38.2   

Cross-currency swaps

In conjunction with the issuance of the 2015 Senior Notes, the Company entered into a cross-currency swap to exchange €100 million for U.S. dollars on the date of the settlement of the notes. The Company has not designated these cross-currency swaps as accounting hedges. Accordingly, changes in fair value on these swaps is recognized immediately in other non-operating (expense), income, net in the Company’s consolidated statements of operations along with the FX gain or loss recognized on the €100 million principal of the 2015 Senior Notes that was not designated as a net investment hedge. The purpose of this cross-currency swap is to

 

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mitigate FX risk on the remaining principal balance on the 2015 Senior Notes that was not designated as a net investment hedge as more fully discussed above. Under the terms of the swap, the Company will pay the counterparty interest on the $110.5 million received at 3.945% per annum and the counterparty will pay the Company interest on the €100 million paid at 1.75% per annum. These interest payments will be settled in March of each year, beginning in 2016, until the maturity of the 2015 Senior Notes in 2027. The principal payments on this cross currency swap will be settled in 2027, concurrent with the repayment of the 2015 Senior Notes.

The following table summarizes the net gain (loss) on the Company’s derivatives which are not designated as hedging instruments:

 

          Three Months Ended
March 31,
 

Derivatives not designated as accounting hedges

  

Location on Statement of Operations

   2015      2014  

Cross-currency swap

   Other non-operating income (expense), net    $ (5.0    $ —     

Foreign exchange forwards

   Other non-operating income (expense), net      (4.4      (0.4
     

 

 

    

 

 

 

Total

      $ (9.4    $ (0.4
     

 

 

    

 

 

 

The table below shows the classification between assets and liabilities on the Company’s consolidated balance sheets for the fair value of the derivative instruments as well as the carrying value of its nonderivative debt instrument designated and qualifying as net investment hedges:

 

     Derivative Instruments  
      Balance Sheet
Location
   March 31,
2015
     December 31,
2014
 

Assets:

        

Derivatives designated as accounting hedges:

        

FX forwards on net investment in certain foreign subsidiaries

   Other current assets    $ 17.1       $ 18.8   

Interest rate swaps

   Other assets      17.7         17.4   
     

 

 

    

 

 

 

Total derivatives designated as accounting hedges

        34.8         36.2   

Derivatives not designated as accounting hedges:

        

FX forwards on certain assets and liabilities

   Other current assets      1.3         5.6   
     

 

 

    

 

 

 

Total assets

      $ 36.1       $ 41.8   
     

 

 

    

 

 

 

Liabilities:

        

Derivatives and non-derivative instruments designated as accounting hedges:

        

Long-term debt designated as net investment hedge

   Long-term debt    $ 429.6       $ —     
Derivatives not designated as accounting hedges:         

Cross-currency swap

   Other non-current
liabilities
     5.0         —     

FX forwards on certain assets and liabilities

   Accounts payable
and accrued
liabilities
     1.4         2.1   
     

 

 

    

 

 

 

Total liabilities

      $ 436.0       $ 2.1   
     

 

 

    

 

 

 

 

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NOTE 8. GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

The following table summarizes the activity in goodwill for the periods indicated:

 

     Three Months Ended March 31, 2015  
     MIS     MA     Consolidated  
     Gross
goodwill
    Accumulated
impairment
charge
     Net
goodwill
    Gross
goodwill
    Accumulated
impairment
charge
    Net
goodwill
    Gross
goodwill
    Accumulated
impairment
charge
    Net
goodwill
 

Balance at beginning of year

   $ 298.7      $ —         $ 298.7      $ 734.6      $ (12.2   $ 722.4      $ 1,033.3      $ (12.2   $ 1,021.1   

Foreign currency translation adjustments

     (7.0     —           (7.0     (26.1     —          (26.1     (33.1     —          (33.1
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   $ 291.7      $ —         $ 291.7      $ 708.5      $ (12.2   $ 696.3      $ 1,000.2      $ (12.2   $ 988.0   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
     Year ended December 31, 2014  
     MIS     MA     Consolidated  
     Gross
goodwill
    Accumulated
impairment
charge
     Net
goodwill
    Gross
goodwill
    Accumulated
impairment
charge
    Net
goodwill
    Gross
goodwill
    Accumulated
impairment
charge
    Net
goodwill
 

Balance at beginning of year

   $ 11.4      $ —         $ 11.4      $ 666.0      $ (12.2   $ 653.8      $ 677.4      $ (12.2   $ 665.2   

Additions/adjustments

     296.7        —           296.7        101.1        —          101.1        397.8        —          397.8   

Foreign currency translation adjustments

     (9.4     —           (9.4     (32.5     —          (32.5     (41.9     —          (41.9
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance

   $ 298.7      $ —         $ 298.7      $ 734.6      $ (12.2   $ 722.4      $ 1,033.3      $ (12.2   $ 1,021.1   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The 2014 additions/adjustments for the MIS segment in the table above relate to the ICRA Acquisition as further discussed in Note 6. The 2014 additions/adjustments for the MA segment in the table above relate to the acquisition of WebEquity in the third quarter of 2014 and Lewtan in the fourth quarter of 2014 as well as adjustments for Amba which was acquired in the fourth quarter of 2013. There were no impairments to goodwill in the three months ended March 31, 2015 and the year ended December 31, 2014.

Acquired intangible assets and related amortization consisted of:

 

     March 31,
2015
     December 31,
2014
 

Customer relationships

   $ 303.7       $ 310.4   

Accumulated amortization

     (100.7      (98.1
  

 

 

    

 

 

 

Net customer relationships

     203.0         212.3   
  

 

 

    

 

 

 

Trade secrets

     30.2         30.6   

Accumulated amortization

     (21.4      (20.9
  

 

 

    

 

 

 

Net trade secrets

     8.8         9.7   
  

 

 

    

 

 

 

Software

     75.3         79.8   

Accumulated amortization

     (42.2      (43.0
  

 

 

    

 

 

 

Net software

     33.1         36.8   
  

 

 

    

 

 

 

Trade names

     74.6         76.5   

Accumulated amortization

     (14.0      (13.3
  

 

 

    

 

 

 

Net trade names

     60.6         63.2   
  

 

 

    

 

 

 

Other

     44.2         44.8   

Accumulated amortization

     (21.7      (21.3
  

 

 

    

 

 

 

Net other

     22.5         23.5   
  

 

 

    

 

 

 

Total acquired intangible assets, net

   $ 328.0       $ 345.5   
  

 

 

    

 

 

 

 

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Other intangible assets primarily consist of databases, covenants not to compete, and acquired ratings methodologies and models.

Amortization expense relating to acquired intangible assets is as follows:

 

     Three Months Ended
March 31,
 
     2015      2014  

Amortization expense

   $ 8.5       $ 7.3   

Estimated future amortization expense for acquired intangible assets subject to amortization is as follows:

 

Year Ending December 31,

      

2015 (after March 31)

   $ 24.1   

2016

     30.8   

2017

     27.6   

2018

     21.9   

2019

     19.3   

Thereafter

     204.3   

Amortizable intangible assets are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If the estimated undiscounted future cash flows are lower than the carrying amount of the related asset, a loss is recognized for the difference between the carrying amount and the estimated fair value of the asset. There were no impairments to intangible assets during the three months ended March 31, 2015 and 2014.

NOTE 9. FAIR VALUE

The table below presents information about items which are carried at fair value at March 31, 2015 and December 31, 2014:

 

         Fair Value Measurement as of March 31, 2015  
    

Description

   Balance      Level 1      Level 2      Level 3  

Assets:

             
 

Derivatives (a)

   $ 36.1       $ —         $ 36.1       $ —     
 

Money market mutual funds

     100.5         100.5         —           —     
 

Fixed maturity and open ended mutual funds (b)

     47.3         47.3         —           —     
    

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

   $ 183.9       $ 147.8       $ 36.1       $ —     
    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

             
 

Derivatives (a)

   $ 6.4       $ —         $ 6.4       $ —     
 

Contingent consideration arising from acquisitions (c)

     2.0         —           —           2.0   
    

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

   $ 8.4       $ —         $ 6.4       $ 2.0   
    

 

 

    

 

 

    

 

 

    

 

 

 

 

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Table of Contents
         Fair Value Measurement as of December 31, 2014  
    

Description

   Balance      Level 1      Level 2      Level 3  

Assets:

             
 

Derivatives (a)

   $ 41.8       $ —         $ 41.8       $ —     
 

Money market mutual funds

     149.7         149.7         —           —     
 

Fixed maturity and open ended mutual funds (b)

     48.0         48.0         —           —     
    

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

   $ 239.5       $ 197.7       $ 41.8       $ —     
    

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities:

             
 

Derivatives (a)

   $ 2.1       $ —         $ 2.1       $ —     
 

Contingent consideration arising from acquisitions (c)

     2.1         —           —           2.1   
    

 

 

    

 

 

    

 

 

    

 

 

 
 

Total

   $ 4.2       $ —         $ 2.1       $ 2.1   
    

 

 

    

 

 

    

 

 

    

 

 

 

 

(a)

Represents interest rate swaps, FX forwards on certain assets and liabilities as well as cross-currency swaps as more fully described in Note 7 to the financial statements.

(b)

Represents investments in fixed maturity mutual funds and open ended mutual funds. The remaining contractual maturities for the fixed maturity instruments range from one month to 20 months and two months to 23 months for three months ended March 31, 2015 and year ended December 31, 2014, respectively.

(c)

Represents contingent consideration liabilities pursuant to the agreements for certain acquisitions.

The following table summarizes the changes in the fair value of the Company’s Level 3 liabilities:

 

     Contingent Consideration
Three  Months Ended March 31,
 
     2015      2014  

Balance as of January 1

   $ 2.1       $ 17.5   

Total losses (realized and unrealized):

     

Included in earnings

     —           (0.2

Foreign currency translation adjustments

     (0.1      (0.1
  

 

 

    

 

 

 

Balance as of March 31

   $ 2.0       $ 17.2   
  

 

 

    

 

 

 

The losses included in earnings in the table above are recorded within SG&A expenses in the Company’s consolidated statements of operations and relate to contingent consideration obligations outstanding at March 31, 2015.

The $2.0 million of contingent consideration is classified in accounts payable and accrued liabilities within the Company’s consolidated balance sheet.

 

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The following are descriptions of the methodologies utilized by the Company to estimate the fair value of its derivative contracts, fixed maturity plans and contingent consideration obligations:

Derivatives:

In determining the fair value of the derivative contracts, the Company utilizes industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using spot rates, forward points, currency volatilities, interest rates as well as the risk of non-performance of the Company and the counterparties with whom it has derivative contracts. The Company established strict counterparty credit guidelines and only enters into transactions with financial institutions that adhere to these guidelines. Accordingly, the risk of counterparty default is deemed to be minimal.

Fixed maturity and open ended mutual funds:

The fixed maturity mutual funds and open ended mutual funds primarily represent exchange traded funds in India and are classified as securities available-for-sale. Accordingly, any unrealized gains and losses are recognized through OCI until the instruments mature or are sold.

Money market mutual funds:

The money market mutual funds represent publicly traded funds with a stable $1 net asset value.

Contingent consideration:

At March 31, 2015, the Company has a contingent consideration obligation related to the acquisition of CSI which is carried at estimated fair value, and is based on certain non-financial metrics set forth in the acquisition agreement. At March 31, 2014, the Company also had contingent consideration obligations related to the acquisitions of Copal and Amba. These obligations are measured using Level 3 inputs as defined in the ASC. The Company records the obligations for these contingent consideration arrangements on the date of each respective acquisition based on management’s best estimates of the achievement of the metrics and the value of the obligations are adjusted quarterly.

The contingent consideration obligation for CSI is based on the achievement of a certain contractual milestone by January 2016. The Company utilizes a discounted cash flow methodology to value this obligation. The future expected cash flow for this obligation is discounted using an interest rate available to borrowers with similar credit risk profiles to that of the Company. The most significant unobservable input involved in the measurement of this obligation is the probability that the milestone will be reached by January 2016. At March 31, 2015, the Company expects that this milestone will be reached by the aforementioned date.

For certain of the contingent consideration obligations relating to the acquisition of Copal, a portion of the contingent cash payments were based on revenue and EBITDA growth for certain of the Copal entities. This growth was calculated by comparing revenue and EBITDA in the year immediately prior to the exercise of the put/call option to acquire the remaining 33% ownership interest of Copal Partners Limited, to revenue and EBITDA in Copal’s fiscal year ended March 31, 2011. Payments of $12.2 million under this arrangement were made in the fourth quarter of 2014 pursuant to the Company exercising its call option to acquire the remaining shares of Copal Amba. The Company had utilized discounted cash flow methodologies to value these obligations prior to their settlement in 2014. The expected future cash flows for these obligations were discounted using a risk-free interest rate plus a credit spread based on the option adjusted spread of the Company’s publicly traded debt as of the valuation date plus sovereign and size risk premiums. The most significant unobservable input involved in the measurement of these obligations were the projected future financial results of the applicable Copal Amba entities.

For the contingent consideration obligations relating to the acquisition of Amba, the payment was based on the acquired entity achieving a revenue target for its fiscal year ended March 31, 2014 which was met resulting in a $4.3 million payment in the third quarter of 2014.

 

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NOTE 10. OTHER BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION

The following tables contain additional detail related to certain balance sheet captions:

 

     March 31,
2015
     December 31,
2014
 

Other current assets:

     

Prepaid taxes

   $ 62.8       $ 65.4   

Prepaid expenses

     64.4         59.9   

Other

     37.2         47.2   
  

 

 

    

 

 

 

Total other current assets

   $ 164.4       $ 172.5   
  

 

 

    

 

 

 
     March 31,
2015
     December 31,
2014
 

Other assets:

     

Investments in joint ventures

   $ 23.4       $ 21.6   

Deposits for real-estate leases

     11.8         11.3   

Indemnification assets related to acquisitions

     23.5         23.5   

Fixed maturity and open ended mutual funds

     47.3         48.0   

Other

     60.7         41.5   
  

 

 

    

 

 

 

Total other assets

   $ 166.7       $ 145.9   
  

 

 

    

 

 

 
     March 31,
2015
     December 31,
2014
 

Accounts payable and accrued liabilities:

     

Salaries and benefits

   $ 89.9       $ 86.5   

Incentive compensation

     35.2         155.2   

Profit sharing contribution

     —           9.3   

Customer credits, advanced payments and advanced billings

     21.3         17.0   

Self-insurance reserves for wholly-owned insurance subsidiary

     22.1         21.5   

Dividends

     3.9         75.0   

Professional service fees

     48.0         47.0   

Interest accrued on debt

     15.8         45.0   

Accounts payable

     21.1         19.4   

Income taxes

     50.4         16.1   

Pension and other retirement employee benefits

     5.1         5.1   

Other

     66.4         60.5   
  

 

 

    

 

 

 

Total accounts payable and accrued liabilities

   $ 379.2       $ 557.6   
  

 

 

    

 

 

 
     March 31,
2015
     December 31,
2014
 

Other liabilities:

     

Pension and other retirement employee benefits

   $ 251.1       $ 244.8   

Deferred rent-non-current portion

     101.8         104.2   

Interest accrued on UTPs

     24.0         20.8   

Legacy and other tax matters

     8.7         8.6   

Other

     58.5         52.5   
  

 

 

    

 

 

 

Total other liabilities

   $ 444.1       $ 430.9   
  

 

 

    

 

 

 

 

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Changes in the Company’s self-insurance reserves for claims insured by the Company’s wholly-owned insurance subsidiary, which primarily relate to legal defense costs for claims from prior years, are as follows:

 

    

Three Months Ended
March 31, 2015

    

Year Ended
December 31, 2014

 
  

 

 

    

 

 

 

Balance January 1,

   $ 21.5       $ 27.6   

Accruals (reversals), net

     2.3         5.8   

Payments

     (1.7      (11.9
  

 

 

    

 

 

 

Balance

   $ 22.1       $ 21.5   
  

 

 

    

 

 

 

Noncontrolling Interests:

The following table summarizes the changes in the Company’s noncontrolling interests:

 

     Three Months Ended
March 31, 2015
     Year Ended
December 31,  2014
 
     Noncontrolling Interests  

Balance January 1,

   $ 230.7       $ 10.9   

Net earnings

     1.2         7.9   

Dividends

     (4.4      (6.9

ICRA noncontrolling interest*

     —           218.8   
  

 

 

    

 

 

 

Balance

   $ 227.5       $ 230.7   
  

 

 

    

 

 

 

 

* Represents the fair value of the ICRA noncontrolling interest as of the day majority control was acquired.

Other Non-Operating (Expense) Income:

The following table summarizes the components of other non-operating (expense) income:

 

     Three Months Ended
March 31,
 
     2015      2014  

FX gain/(loss)

   $ —         $ 1.0   

Joint venture income

     1.9         1.8   

Other

     0.6         (0.4
  

 

 

    

 

 

 

Total

   $ 2.5       $ 2.4   
  

 

 

    

 

 

 

 

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Table of Contents

NOTE 11. COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table provides details about the reclassifications out of AOCI:

 

     Three Months
Ended  March 31, 2015
     Three Months
Ended  March 31, 2014
   

Affected line in the
consolidated statement of
operations

Foreign currency translation adjustments

       

Gains on liquidation of foreign subsidiaries

   $ 0.1       $ —        Other non-operating income (expense), net
  

 

 

    

 

 

   

Total gains on foreign currency translation adjustments

     0.1         —       
  

 

 

    

 

 

   

Pension and other retirement benefits

       

Amortization of actuarial losses and prior service costs included in net income

     (2.3      (1.3   Operating expense

Amortization of actuarial losses and prior service costs included in net income

     (1.5      (0.4   SG&A expense
  

 

 

    

 

 

   

Total before income taxes

     (3.8      (1.7  

Income tax effect of item above

     1.5         1.5      Provision for income taxes
  

 

 

    

 

 

   

Total pension and other retirement benefits

     (2.3      (0.2  
  

 

 

    

 

 

   

Total losses included in Net Income attributable to reclassifications out of AOCI

   $ (2.2    $ (0.2  
  

 

 

    

 

 

   

The following table shows changes in AOCI by component (net of tax):

 

     Three Months Ended  
     March 31, 2015  
     Gains/(Losses)
on Net
Investment
Hedges
    Pension  and
Other

Retirement
Benefits
    Foreign
Currency
Translation
Adjustments
    Gains on
Available
for Sale
Securities
     Total  

Balance December 31,

   $ 20.9      $ (105.4   $ (151.6   $ 0.9       $ (235.2

Other comprehensive income/(loss) before reclassifications

     18.9        —          (109.4     1.1         (89.4

Amounts reclassified from AOCI

     —          2.3        (0.1     —           2.2   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Other comprehensive income/(loss)

     18.9        2.3        (109.5     1.1         (87.2
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance March 31,

   $ 39.8      $ (103.1   $ (261.1   $ 2.0       $ (322.4
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 
     Three Months Ended  
     March 31, 2014  
     Gains/(Losses)
on Net
Investment
Hedges
    Pension and
Other
Retirement
Benefits
    Foreign
Currency
Translation
Adjustments
    Gains on
Available
for Sale
Securities
     Total  

Balance December 31,

   $ 1.5      $ (53.2   $ (2.9   $ —         $ (54.6

Other comprehensive income/(loss) before reclassifications

     (2.1     —          (4.8     —           (6.9

Amounts reclassified from AOCI

     —          0.2        —          —           0.2   
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Net current period other comprehensive income/(loss)

     (2.1     0.2        (4.8     —           (6.7
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

Balance March 31,

   $ (0.6   $ (53.0   $ (7.7   $ —         $ (61.3
  

 

 

   

 

 

   

 

 

   

 

 

    

 

 

 

 

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Table of Contents

NOTE 12. PENSION AND OTHER RETIREMENT BENEFITS

Moody’s maintains funded and unfunded noncontributory Defined Benefit Pension Plans. The U.S. plans provide defined benefits using a cash balance formula based on years of service and career average salary for its employees or final average pay for selected executives. The Company also provides certain healthcare and life insurance benefits for retired U.S. employees. The retirement healthcare plans are contributory; the life insurance plans are noncontributory. Moody’s funded and unfunded U.S. pension plans, the U.S. retirement healthcare plans and the U.S. retirement life insurance plans are collectively referred to herein as the “Retirement Plans”. The U.S. retirement healthcare plans and the U.S. retirement life insurance plans are collectively referred to herein as the “Other Retirement Plans”.

Effective January 1, 2008, the Company no longer offers DBPPs to U.S. employees hired or rehired on or after January 1, 2008. New U.S. employees will instead receive a retirement contribution of similar benefit value under the Company’s Profit Participation Plan. Current participants of the Company’s DBPPs continue to accrue benefits based on existing plan formulas.

The components of net periodic benefit expense related to the Retirement Plans are as follows:

 

     Three Months Ended March 31,  
     Pension Plans      Other Retirement Plans  
     2015      2014      2015      2014  

Components of net periodic expense

           

Service cost

   $ 5.8       $ 4.6       $ 0.5       $ 0.4   

Interest cost

     4.3         4.0         0.2         0.2   

Expected return on plan assets

     (3.6      (3.5      —           —     

Amortization of net actuarial loss from earlier periods

     3.4         1.5         0.1         —     

Amortization of net prior service costs from earlier periods

     0.2         0.2         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Net periodic expense

   $ 10.1       $ 6.8       $ 0.8       $ 0.6   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company made payments of $0.5 million related to its unfunded U.S. DBPPs and made no significant payments to its U.S. other retirement plans during the three months ended March 31, 2015. The Company currently anticipates making a contribution of $20.6 million to its funded pension plan and making payments of $3.8 million related to its unfunded U.S. DBPPs and $0.8 million to its U.S. other retirement plans, respectively, during the remainder of 2015.

NOTE 13. INDEBTEDNESS

The following table summarizes total indebtedness:

 

     March 31,
2015
     December 31,
2014
 

Notes Payable:

     

6.06% Series 2007-1 Notes due 2017

   $ 300.0       $ 300.0   

5.50% 2010 Senior Notes, due 2020, net of unamortized discount of $1.9 million in 2015 and $2.0 million in 2014; also includes a fair value adjustment on an interest rate hedge of $13.0 million in 2015 and $5.8 million in 2014

     511.1         503.8   

4.50% 2012 Senior Notes, due 2022, net of unamortized discount of $3.0 million in 2015 and $3.1 million in 2014

     497.0         496.9   

4.875% 2013 Senior Notes, due 2024, net of unamortized discount of $2.5 million in both 2015 and 2014

     497.5         497.5   

2.75% 2014 Senior Notes (5-Year), due 2019, net of unamortized discount of $0.6 million in 2015 and $0.7 million in 2014; also includes a fair value adjustment on an interest rate hedge of $4.7 million in 2015 and $1.4 million in 2014

     454.1         450.7   

5.25% 2014 Senior Notes (30-Year), due 2044, net of unamortized discount of $1.6 million in 2015 and 2014

     298.4         298.4   

1.75% 2015 Senior Notes, due 2027

     537.0         —     
  

 

 

    

 

 

 

Total long-term debt

   $ 3,095.1       $ 2,547.3   
  

 

 

    

 

 

 

 

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Table of Contents

The Company has the capacity to borrow up to $1 billion under its unsecured revolving credit facility which expires in April 2017. Any future borrowings under this facility would accrue interest at LIBOR plus a premium that can range from 77.5 bps to 120 bps per annum based on the Company’s debt/EBITDA ratio.

On March 9, 2015, the Company issued €500 million aggregate principal amount of senior unsecured notes in a public offering. The 2015 Senior Notes bear interest at a fixed rate of 1.75% and mature on March 9, 2027. Interest on the 2015 Senior Notes will be due annually on March 9 of each year, commencing March 9, 2016. The Company may prepay the 2015 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2015 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2015 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2015 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2015 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2015 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company’s or certain of its subsidiaries’ indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2015 Indenture, the 2015 Senior Notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding. The Company has designated €400 million of the 2015 Senior Notes as a net investment hedge as more fully discussed in Note 7.

The Company has entered into interest rate swaps on the 2010 Senior Notes and the 2014 Senior Notes (5-Year) which are more fully discussed in Note 7 above.

At March 31, 2015, the Company was in compliance with all covenants contained within all of the debt agreements. In addition to the covenants described above, the 2015 Indenture, the 2014 Indenture, the 2012 Facility, the 2007 Agreement, the 2010 Senior Notes, the 2012 Senior Notes and the 2013 Senior Notes contain cross default provisions. These provisions state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of March 31, 2015, there were no such cross defaults.

Interest expense, net

The following table summarizes the components of interest as presented in the consolidated statements of operations:

 

     Three Months Ended
March 31,
 
     2015      2014  

Income

   $ 1.9       $ 1.6   

Expense on borrowings

     (28.3      (26.1

UTPs and other tax related liabilities (1)

     (3.2      0.6   

Capitalized

     0.3         0.1   
  

 

 

    

 

 

 

Total

   $ (29.3    $ (23.8
  

 

 

    

 

 

 

 

(1) 

The three months ended March 31, 2014 amount includes a $2.0 million reversal of an interest accrual relating to the favorable resolution of an international tax matter.

 

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Table of Contents

The following table shows the cash paid for interest:

 

     Three Months Ended
March 31,
 
     2015      2014  

Interest paid

   $ 48.2       $ 54.2   

The Company’s long-term debt is recorded at its carrying amount, which represents the issuance amount plus or minus any issuance premium or discount, except for the 2010 Senior Notes and the 2014 Senior Notes (5-Year) which are recorded at the carrying amount adjusted for the fair value of an interest rate swap used to hedge the fair value of the note. The fair value and carrying value of the Company’s long-term debt as of March 31, 2015 and December 31, 2014 are as follows:

 

     March 31, 2015      December 31, 2014  
     Carrying
Amount
     Estimated Fair
Value
     Carrying
Amount
     Estimated Fair
Value
 

Series 2007-1 Notes

   $ 300.0       $ 335.6       $ 300.0       $ 334.6   

2010 Senior Notes

     511.1         571.1         503.8         564.4   

2012 Senior Notes

     497.0         545.2         496.9         537.1   

2013 Senior Notes

     497.5         557.9         497.5         548.4   

2014 Senior Notes (5-Year)

     454.1         460.3         450.7         454.3   

2014 Senior Notes (30-Year)

     298.4         340.5         298.4         333.9   

2015 Senior Notes

     537.0         552.9         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 3,095.1       $ 3,363.5       $ 2,547.3       $ 2,772.7   
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair value of the Company’s long-term debt is estimated using discounted cash flows with inputs based on prevailing interest rates available to the Company for borrowings with similar maturities. Accordingly, the inputs used to estimate the fair value of the Company’s long-term debt are classified as Level 2 inputs within the fair value hierarchy.

NOTE 14. CONTINGENCIES

Moody’s is involved in legal and tax proceedings, governmental investigations and inquiries, claims and litigation that are incidental to the Company’s business, including claims based on ratings assigned by MIS. Moody’s is also subject to ongoing tax audits in the normal course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. Moody’s discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.

Following the global credit crisis of 2008, MIS and other credit rating agencies have been the subject of intense scrutiny, increased regulation, ongoing inquiry and governmental investigations, and civil litigation. Legislative, regulatory and enforcement entities around the world are considering additional legislation, regulation and enforcement actions, including with respect to MIS’s compliance with regulatory standards. Moody’s has received subpoenas and inquiries from states attorneys general and other domestic and foreign governmental authorities and is responding to such investigations and inquiries.

In addition, the Company is facing litigation from market participants relating to the performance of MIS rated securities. Although Moody’s in the normal course experiences such litigation, the volume and cost of defending such litigation has significantly increased following the events in the U.S. subprime residential mortgage sector and global credit markets more broadly over the last several years.

On August 25, 2008, Abu Dhabi Commercial Bank filed a purported class action in the United States District Court for the Southern District of New York asserting numerous common-law causes of action against two subsidiaries of the Company, another rating agency, and Morgan Stanley & Co. The action related to securities issued by a structured investment vehicle called Cheyne Finance (the “Cheyne SIV”) and sought, among other things, compensatory and punitive damages. The central allegation against the rating agency defendants was that the credit ratings assigned to the securities issued by the Cheyne SIV were false and misleading. In

 

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early proceedings, the court dismissed all claims against the rating agency defendants except those for fraud and aiding and abetting fraud. In June 2010, the court denied plaintiff’s motion for class certification, and additional plaintiffs were subsequently added to the complaint. In January 2012, the rating agency defendants moved for summary judgment with respect to the fraud and aiding and abetting fraud claims. Also in January 2012, in light of new New York state case law, the court permitted the plaintiffs to file an amended complaint that reasserted previously dismissed claims against all defendants for breach of fiduciary duty, negligence, negligent misrepresentation, and related aiding and abetting claims. In May 2012, the court, ruling on the rating agency defendants’ motion to dismiss, dismissed all of the reasserted claims except for the negligent misrepresentation claim, and on September 19, 2012, after further proceedings, the court also dismissed the negligent misrepresentation claim. On August 17, 2012, the court ruled on the rating agencies’ motion for summary judgment on the plaintiffs’ remaining claims for fraud and aiding and abetting fraud. The court dismissed, in whole or in part, the fraud claims of four plaintiffs as against Moody’s but allowed the fraud claims to proceed with respect to certain claims of one of those plaintiffs and the claims of the remaining 11 plaintiffs. The court also dismissed all claims against Moody’s for aiding and abetting fraud. Three of the plaintiffs whose claims were dismissed filed motions for reconsideration, and on November 7, 2012, the court granted two of these motions, reinstating the claims of two plaintiffs that were previously dismissed. On February 1, 2013, the court dismissed the claims of one additional plaintiff on jurisdictional grounds. Trial on the remaining fraud claims against the rating agencies, and on claims against Morgan Stanley for aiding and abetting fraud and for negligent misrepresentation, was scheduled for May 2013. On April 24, 2013, pursuant to confidential settlement agreements, the 14 plaintiffs with claims that had been ordered to trial stipulated to the voluntary dismissal, with prejudice, of these claims as against all defendants, and the Court so ordered that stipulation on April 26, 2013. The settlement did not cover certain claims of two plaintiffs, Commonwealth of Pennsylvania Public School Employees’ Retirement System (“PSERS”) and Commerzbank AG (“Commerzbank”), that were previously dismissed by the Court. On May 23, 2013, these two plaintiffs filed a Notice of Appeal to the Second Circuit, seeking reversal of the dismissal of their claims and also seeking reversal of the trial court’s denial of class certification. According to pleadings filed by plaintiffs in earlier proceedings, PSERS and Commerzbank AG seek, respectively, $5.75 million and $69.6 million in compensatory damages in connection with the two claims at issue on the appeal. In October 2014, the Second Circuit affirmed the denial of class certification and the dismissal of PSERS’ claim but reversed a ruling of the trial court that had excluded certain evidence relevant to Commerzbank’s principal argument on appeal. The Second Circuit did not reverse the dismissal of Commerzbank’s claim but instead certified a legal question concerning Commerzbank’s argument to the New York Court of Appeals. The New York Court of Appeals subsequently agreed to hear the certified question, and argument is scheduled for June 2015. After the New York Court of Appeals has ruled on the certified question, the case will be returned to the Second Circuit for a final decision on Commerzbank’s appeal.

On July 9, 2009, the California Public Employees’ Retirement System (“CalPERS”) filed an action in the Superior Court of California in San Francisco (the “Superior Court”) asserting two common-law causes of action, negligent misrepresentation and negligent interference with prospective economic advantage. The complaint named as defendants the Company, MIS, The McGraw-Hill Companies, Fitch, Inc., and various subsidiaries of Fitch, Inc. (CalPERS subsequently released the Fitch entities from the case). The action relates to the plaintiff’s purchase of securities issued by three structured investment vehicles (“SIVs”) known as Cheyne Finance, Sigma Finance, and Stanfield Victoria Funding. The plaintiff’s complaint seeks unspecified compensatory damages arising from alleged losses in connection with investments that purportedly totaled approximately $1.3 billion; in subsequent court filings, the plaintiff claimed to have suffered “unrealized losses” of approximately $779 million. The central allegation against the defendants is that the credit ratings assigned to the securities issued by the SIVs were inaccurate and that the methodologies used by the rating agencies had no reasonable basis. In August 2009, the defendants removed the action to federal court, but the case was remanded to state court in November 2009 based on a finding that CalPERS is an “arm of the State.” In April 2010, in response to a motion by the defendants, the Superior Court dismissed the claim for negligent interference with prospective economic advantage but declined to dismiss the claim for negligent misrepresentation. In October 2010, the defendants filed a special motion to dismiss the remaining negligent misrepresentation claim under California’s “anti-SLAPP” statute, which limits the maintenance of lawsuits based on speech on matters of public interest. In January 2012, the Superior Court denied the anti-SLAPP motion, ruling that, although the ratings qualify as protected speech activity under California law, the plaintiff had provided sufficient evidence in support of its claims to proceed. The defendants appealed this decision to the California Court of Appeal, which affirmed the Superior Court’s rulings in May 2014, and in September 2014, the Supreme Court of California declined to review the Court of Appeal’s decision. The action has been returned to the Superior Court, and discovery has begun. On March 11, 2015, pursuant to a settlement agreement in which S&P agreed to pay CalPERS $125 million, S&P was dismissed from the action.

On February 11, 2015, the Superior Court of Connecticut in Waterbury denied MIS’s motion to dismiss in a case brought by plaintiffs Pursuit Partners, LLC and Pursuit Investment Management, LLC. In November 2008, the plaintiffs had filed an amended complaint adding the Company as a defendant to an existing action, which was then pending in the Superior Court of Connecticut in

 

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Stamford against UBS AG, UBS Securities LLC, and a UBS employee (collectively, “UBS”). The Company was served in January 2009, and in October 2011, the Company’s rating agency subsidiary, MIS, was substituted for the Company as a defendant. The action arises out of UBS’s sale of five collateralized debt obligations (“CDOs”) to the plaintiffs, who purchased them on the secondary market in 2007 on behalf of two investment funds under their management. With respect to UBS, the plaintiffs allege, among other things, that UBS made material misrepresentations and omissions in pre-sale communications with the plaintiffs. With respect to MIS, the plaintiffs allege, among other things, that, prior to the plaintiffs’ purchases, MIS provided UBS with non-public information about potential downgrades of the ratings of the CDOs while maintaining inappropriate investment-grade ratings on the CDOs. As to all defendants, plaintiffs seek compensatory damages for alleged investment losses of approximately $44 million, as well as, among other things, attorney’s fees, costs, interest, and punitive damages. Plaintiffs’ initial complaint against the Company asserted claims for fraud, violation of the Connecticut Uniform Securities Act (“CUSA”), aiding and abetting fraud and civil theft by UBS, negligent/reckless conduct, unjust enrichment, and civil conspiracy. In March 2012, the court granted MIS’s motion to strike the claim for unjust enrichment but denied MIS’s motion to strike the other claims. In June 2012, after the close of discovery, MIS moved to dismiss all claims against it for lack of standing and also moved for summary judgment. In October 2012, the court granted the motion to dismiss, but in July 2014, the court granted the plaintiffs’ motion for reconsideration and reinstated the action. In October 2014, MIS filed a new motion to dismiss on jurisdictional grounds, which was denied on February 11, 2015. The motion for summary judgment, originally filed by MIS in June 2012, is still pending. If MIS does not prevail on the motion for summary judgment, the court has scheduled a trial to begin in August 2015.

For claims, litigation and proceedings and governmental investigations and inquires not related to income taxes, where it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated, the Company records liabilities in the consolidated financial statements and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In other instances, because of uncertainties related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if significant. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. In view of the inherent difficulty of predicting the outcome of litigation, regulatory, governmental investigations and inquiries, enforcement and similar matters and contingencies, particularly where the claimants seek large or indeterminate damages or where the parties assert novel legal theories or the matters involve a large number of parties, the Company cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also cannot predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition. However, in light of the large or indeterminate damages sought in some of them, the absence of similar court rulings on the theories of law asserted and uncertainties regarding apportionment of any potential damages, an estimate of the range of possible losses cannot be made at this time.

Legacy Tax Matters

Moody’s continues to have exposure to potential liabilities arising from Legacy Tax Matters. As of March 31, 2015, Moody’s has recorded liabilities for Legacy Tax Matters totaling $11.0 million. This includes liabilities and accrued interest due to New D&B arising from the 2000 Distribution Agreement. It is possible that the ultimate liability for Legacy Tax Matters could be greater than the liabilities recorded by the Company, which could result in additional charges that may be material to Moody’s future reported results, financial position and cash flows.

NOTE 15. SEGMENT INFORMATION

The Company is organized into three operating segments: (i) MIS, (ii) MA and (iii) Copal Amba. The Copal Amba operating segment has been aggregated with the MA operating segment based on the fact that it has similar economic characteristics to MA. Accordingly, the Company reports in two reportable segments: MIS and MA.

In January 2014, the Company revised its operating segments to create the new Copal Amba operating segment. The new operating segment consists of all operations from Copal and the operations of Amba which was acquired in December 2013. The Copal Amba operating segment provides offshore research and analytic services to the global financial and corporate sectors. The Company has determined that the Copal Amba and MA operating segments have similar economic characteristics as set forth in ASC 280. As such, Copal Amba has been combined with MA to form the MA reportable segment and Copal Amba’s revenue is reported in the PS LOB.

 

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In the fourth quarter of 2014, pursuant to the acquisition of ICRA, Moody’s realigned certain components of its reportable segments to better align with the current management structure of the Company. The effect of this realignment was to combine non-ratings ICRA operations with certain immaterial research and fixed income pricing operations in the Asia-Pacific region that were previously reported in the RD&A LOB of MA. All of these operations are managed by MIS and their revenue is now reported in the new MIS Other LOB. All operating expenses from these operations are reported in the MIS reportable segment. The impact of this realignment did not have a significant impact on previously reported results for the reportable segments and all prior year comparative periods have been restated to reflect this realignment.

The MIS segment now consists of five LOBs. The corporate finance, structured finance, financial institutions and public, project and infrastructure finance LOBs generate revenue principally from fees for the assignment and ongoing monitoring of credit ratings on debt obligations and the entities that issue such obligations in markets worldwide. The MIS Other LOB primarily consists of the distribution of research and fixed income pricing services in the Asia-Pacific region as well as ICRA non-ratings revenue.

The MA segment develops a wide range of products and services that support the risk management activities of institutional participants in global financial markets. The MA segment consists of three LOBs – RD&A, ERS and PS.

In July 2014, a subsidiary of the Company acquired WebEquity, a leading provider of cloud-based loan origination solutions for financial institutions. WebEquity is part of the MA reportable segment and its revenue is included in the ERS LOB. In October 2014, the Company acquired Lewtan, a leading provider of analytical tools and data for the global structured finance market. Lewtan is part of the MA reportable segment and its revenue is included in the RD&A LOB.

Revenue for MIS and expenses for MA include an intersegment royalty charged to MA for the rights to use and distribute content, data and products developed by MIS. The royalty rate charged by MIS approximates the fair value of the aforementioned content, data and products and is generally based on comparable market transactions. Also, revenue for MA and expenses for MIS include an intersegment fee charged to MIS from MA for certain MA products and services utilized in MIS’s ratings process. These fees charged by MA are generally equal to the costs incurred by MA to produce these products and services. Additionally, overhead costs and corporate expenses of the Company which exclusively benefit only one segment, are fully charged to that segment. Overhead costs and corporate expenses of the Company which benefit both segments are allocated to each segment based on a revenue-split methodology. Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human resources and information technology. “Eliminations” in the table below represent intersegment revenue/expense

Moody’s does not report the Company’s assets by reportable segment as this metric is not used by the chief operating decision maker to allocate resources to the segments. Consequently, it is not practical to show assets by reportable segment.

Financial Information by Segment

The table below shows revenue, Adjusted Operating Income and operating income by reportable segment. Adjusted Operating Income is a financial metric utilized by the Company’s chief operating decision maker to assess the profitability of each reportable segment.

 

     Three Months Ended March 31,  
     2015      2014  
     MIS      MA      Eliminations     Consolidated      MIS      MA      Eliminations     Consolidated  

Revenue

   $ 624.6       $ 266.6       $ (25.6   $ 865.6       $ 550.6       $ 241.4       $ (24.8   $ 767.2   

Operating, SG&A

     281.3         210.0         (25.6     465.7         248.6         187.3         (24.8     411.1   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Adjusted Operating Income

     343.3         56.6         —          399.9         302.0         54.1         —          356.1   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Less:

                     

Depreciation and amortization

     16.0         12.6         —          28.6         11.4         11.7         —          23.1   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

Operating income

   $ 327.3       $ 44.0       $ —        $ 371.3       $ 290.6       $ 42.4       $ —        $ 333.0   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

 

 

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MIS and MA Revenue by Line of Business

The table below presents revenue by LOB within each reportable segment:

 

     Three Months Ended March 31,  
     2015      2014  

MIS:

  

  

Corporate finance (CFG)

   $ 298.7       $ 264.4   

Structured finance (SFG)

     101.3         95.3   

Financial institutions (FIG)

     93.8         85.4   

Public, project and infrastructure finance (PPIF)

     100.7         80.7   
  

 

 

    

 

 

 

Total ratings revenue

     594.5         525.8   

MIS Other

     7.8         3.3   
  

 

 

    

 

 

 

Total external revenue

     602.3         529.1   
  

 

 

    

 

 

 

Intersegment royalty

     22.3         21.5   
  

 

 

    

 

 

 

Total

     624.6         550.6   
  

 

 

    

 

 

 

MA:

     

Research, data and analytics (RD&A)

     149.6         137.6   

Enterprise risk solutions (ERS)

     77.1         59.8   

Professional services (PS)

     36.6         40.7   
  

 

 

    

 

 

 

Total external revenue

     263.3         238.1   
  

 

 

    

 

 

 

Intersegment revenue

     3.3         3.3   
  

 

 

    

 

 

 

Total

     266.6         241.4   
  

 

 

    

 

 

 

Eliminations

     (25.6      (24.8
  

 

 

    

 

 

 

Total MCO

   $ 865.6       $ 767.2   
  

 

 

    

 

 

 

Consolidated Revenue Information by Geographic Area:

 

     Three Months Ended March 31,  
     2015      2014  

United States

   $ 499.8       $ 425.6   

International:

     

EMEA

     227.6         220.6   

Asia-Pacific

     86.1         69.9   

Americas

     52.1         51.1   
  

 

 

    

 

 

 

Total International

     365.8         341.6   
  

 

 

    

 

 

 

Total

   $ 865.6       $ 767.2   
  

 

 

    

 

 

 

NOTE 16. RECENTLY ISSUED ACCOUNTING STANDARDS

In April 2015, the FASB issued ASU No. 2015-05 “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”. This ASU provides guidance on accounting for fees paid by a customer in a cloud computing arrangement. In accordance with the ASU, a cloud computing arrangement that contains a software license should be accounted for consistently with the acquisition of other software licenses. If no software license is present in the contract, the entity should account for the arrangement as a service contract. The Company can elect to apply this ASU either retrospectively or prospectively effective for annual and interim reporting periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the impact that adoption of this update will have on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”. This ASU simplifies the presentation of debt issuance costs in financial statements and requires a company to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization costs will continue to be reported as interest expense. The ASU is effective retrospectively for annual and interim reporting periods beginning after December 15, 2015, and early adoption is permitted. The adoption of this ASU will only impact the presentation of debt issuance costs in the Company’s consolidated balance sheets.

 

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In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”. This ASU outlines a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The Company is currently evaluating its adoption options and the impact that adoption of this update will have on its consolidated financial statements. Currently, the Company believes this ASU will have an impact on: i) the capitalization of certain contract implementation costs for its ERS business; ii) the accounting for certain ratings monitoring fees received in advance of service being rendered; iii) the accounting for certain license and maintenance revenue in MA; iv) the accounting for certain ERS revenue arrangements where VSOE is not available and v) the accounting for contract acquisition costs. In April 2015, the FASB proposed to defer the effective date of the ASU for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted up to the original effective date of December 15, 2016. This proposal is subject to the FASB’s normal due process requirements which include a 30-day public comment period on the proposed ASU.

NOTE 17. SUBSEQUENT EVENT

On April 14, 2015, the Board approved the declaration of a quarterly dividend of $0.34 per share of Moody’s common stock, payable on June 10, 2015 to shareholders of record at the close of business on May 20, 2015.

 

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis of financial condition and results of operations should be read in conjunction with the Moody’s Corporation condensed consolidated financial statements and notes thereto included elsewhere in this quarterly report on Form 10-Q.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains Forward-Looking Statements. See “Forward-Looking Statements” commencing on page 51 for a discussion of uncertainties, risks and other factors associated with these statements.

The Company

Moody’s is a provider of (i) credit ratings, (ii) credit and economic related research, data and analytical tools, (iii) software solutions and related risk management services, (iv) quantitative credit risk measures, financial services training and certification services and (v) outsourced research and analytical services. Moody’s has two reportable segments: MIS and MA.

MIS, the credit rating agency, publishes credit ratings on a wide range of debt obligations and the entities that issue such obligations in markets worldwide. Revenue is primarily derived from the originators and issuers of such transactions who use MIS ratings in the distribution of their debt issues to investors. Additionally, MIS earns revenue from certain non-ratings-related operations which consist primarily of the distribution of research and fixed income pricing services in the Asia-Pacific region and from ICRA non-ratings services. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment.

The MA segment develops a wide range of products and services that primarily support financial analysis and risk management activities of institutional participants in global financial markets. Within its RD&A business, MA distributes research and data developed by MIS as part of its ratings process, including in-depth research on major debt issuers, industry studies and commentary on topical credit-related events. The RD&A business also produces economic research as well as data and analytical tools such as quantitative credit risk scores. Within its ERS business, MA provides software solutions as well as related risk management services. The PS business provides outsourced research and analytical services and financial training and certification programs.

Critical Accounting Estimates

Moody’s discussion and analysis of its financial condition and results of operations are based on the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires Moody’s to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, Moody’s evaluates its estimates, including those related to revenue recognition, accounts receivable allowances, contingencies, restructuring, goodwill and acquired intangible assets, pension and other retirement benefits, stock-based compensation, and income taxes. Actual results may differ from these estimates under different assumptions or conditions. Item 7, MD&A, in the Company’s annual report on Form 10-K for the year ended December 31, 2014, includes descriptions of some of the judgments that Moody’s makes in applying its accounting estimates in these areas. Since the date of the annual report on Form 10-K, there have been no material changes to the Company’s critical accounting estimates.

Reportable Segments

The Company is organized into two reportable segments at March 31, 2015: MIS and MA.

The MIS segment is comprised primarily of all of the Company’s ratings operations. The MIS segment consists of five LOBs – CFG, SFG, FIG, PPIF and MIS Other. The ratings LOBs generate revenue principally from fees for the assignment and ongoing monitoring of credit ratings on debt obligations and the entities that issue such obligations in markets worldwide. The MIS Other LOB consists of certain non-ratings operations managed by MIS which consists of non-rating revenue from ICRA as well as certain research and fixed income pricing service operations in the Asia-Pacific region.

The MA segment develops a wide range of products and services that support financial analysis and risk management activities of institutional participants in global financial markets. The MA segment consists of three lines of business – RD&A, ERS and PS.

 

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In June 2014, a subsidiary of the Company acquired a controlling stake in ICRA, a leading provider of credit ratings and research in India. ICRA is part of the MIS reportable segment and its ratings revenue is included in the respective ratings LOBs of MIS while its non-ratings revenue is included in the MIS Other LOB. ICRA’s results are reported on a three month lag. In July 2014, a subsidiary of the Company acquired WebEquity, a leading provider of cloud-based loan origination solutions for financial institutions. WebEquity is part of the MA reportable segment and its revenue is included in the ERS LOB. In October 2014, the Company acquired Lewtan, a leading provider of analytical tools and data for the global structured finance market. Lewtan is part of the MA reportable segment and its revenue is included in the RD&A LOB.

Pursuant to the ICRA Acquisition, the Company realigned certain components of its reportable segments in the fourth quarter of 2014. This realignment resulted in the creation of the MIS Other LOB which now consists of non-ratings revenue from ICRA as well as certain research and fixed income pricing revenue in the Asia-Pacific region which was previously reported in the RD&A LOB of MA. These businesses are all managed by MIS and the expenses from these operations will be included in the MIS reportable segment. All prior period results for both MIS and MA have been restated to reflect this realignment and the impact of the realignment was not significant to MIS’s or MA’s previously reported results.

The following is a discussion of the results of operations of the Company and its reportable segments. Total MIS revenue and total MA expenses include the intersegment royalty revenue for MIS and expense charged to MA for the rights to use and distribute content, data and products developed by MIS. The royalty rate charged by MIS approximates the fair value of the aforementioned content, data and products developed by MIS. Total MA revenue and total MIS expenses include intersegment fees charged to MIS from MA for the use of certain MA products and services in MIS’s ratings process. These fees charged by MA are generally equal to the costs incurred by MA to provide these products and services. Overhead charges and corporate expenses which exclusively benefit one segment are fully charged to that segment. Additionally, overhead costs and corporate expenses of the Company which benefit both segments are generally allocated to each segment based on a revenue-split methodology. Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human resources and information technology.

Results of Operations

Three months ended March 31, 2015 compared with three months ended March 31, 2014

Executive Summary

 

   

Moody’s revenue in the three months ended March 31, 2015 totaled $865.6 million, an increase of $98.4 million compared to 2014 and reflected double-digit growth in both MIS and MA.

 

   

The growth in external MIS revenue of 14% compared to the prior year primarily reflects increases in investment-grade and speculative-grade corporate debt rated issuance volumes coupled with higher U.S. public finance refunding volumes and revenue from the ICRA Acquisition. These increases were partially offset by declines in bank loan revenue and an approximate $29 million unfavorable impact due to changes in FX rates.

 

   

The increase in external MA revenue of 11% compared to the prior year reflects growth in ERS and RD&A. Revenue grew in all product areas of ERS, with particular strength in the Asset, Liability & Capital and Credit Assessment & Origination areas. In RD&A, revenue growth was primarily driven by credit research and licensing of ratings data. The 2014 acquisitions of WebEquity and Lewtan also contributed to growth in ERS and RD&A, respectively. These results were partially offset by an approximate $12 million unfavorable impact due to changes in FX translation rates.

 

   

Total expenses increased $60.1 million compared to the prior year reflecting:

 

   

higher compensation costs of approximately $37 million associated with headcount growth (both from acquisitions and in the base business) and annual compensation increases. In addition, there was an increase in incentive compensation reflecting higher projected achievement against full-year targeted results through the first three months of 2015 compared to the same period in 2014;

 

   

higher non-compensation expenses of approximately $18 million reflecting an increase professional service costs for various IT infrastructure and other operational enhancement projects as well as higher variable costs associated with business growth and operating costs from the acquisitions of ICRA, WebEquity and Lewtan.

Changes in FX translation rates had an approximate $19 million favorable impact on total expenses compared to the prior year.

 

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Operating income of $371.3 million increased $38.3 million compared to 2014 and resulted in an operating margin of 42.9%, compared to 43.4% in the prior year. Adjusted Operating Income of $399.9 million in the first three months of 2015 increased $43.8 million compared to 2014, resulting in an Adjusted Operating Margin of 46.2% compared to 46.4% in the prior year period. Unfavorable changes in FX translation rates negatively impacted operating income by approximately 7%.

 

   

The ETR increased 400bps compared to the first quarter of 2014 primarily due to a benefit in the prior year related to the reversal of UTPs resulting from the favorable resolution of certain international tax matters partially offset by lower state taxes in 2015.

 

   

Diluted EPS of $1.11 in the first three months of 2015 increased $0.11 over 2014 primarily due to the aforementioned growth in operating income coupled with a 5% decline in the weighted average number of shares outstanding reflecting the Company’s share repurchase program, partially offset by higher non-operating expenses and an increase in the ETR.

Moody’s Corporation

 

      Three months ended March 31,     % Change
Favorable
(Unfavorable)
 
     2015     2014    

Revenue:

      

United States

   $ 499.8      $ 425.6        17
  

 

 

   

 

 

   

International:

      

EMEA

     227.6        220.6        3

Asia-Pacific

     86.1        69.9        23

Americas

     52.1        51.1        2
  

 

 

   

 

 

   

Total International

     365.8        341.6        7
  

 

 

   

 

 

   

Total

     865.6        767.2        13
  

 

 

   

 

 

   

Expenses:

      

Operating

     244.4        216.0        (13 %) 

SG&A

     221.3        195.1        (13 %) 

Depreciation and amortization

     28.6        23.1        (24 %) 
  

 

 

   

 

 

   

Total

     494.3        434.2        (14 %) 
  

 

 

   

 

 

   

Operating income

   $ 371.3      $ 333.0        12
  

 

 

   

 

 

   

Adjusted Operating Income (1)

   $ 399.9      $ 356.1        12
  

 

 

   

 

 

   

Interest income (expense), net

   $ (29.3   $ (23.8     (23 %) 

Other non-operating income (expense), net

   $ 2.5      $ 2.4        4

Net income attributable to Moody’s

   $ 230.1      $ 218.0        6

Diluted EPS attributable to Moody’s common shareholders

   $ 1.11      $ 1.00        11

Operating margin

     42.9     43.4  

Adjusted Operating Margin(1)

     46.2     46.4  

 

(1) 

Adjusted Operating Income and Adjusted Operating Margin are non-GAAP financial measures. Refer to the section entitled “Non-GAAP Financial Measures” of this Management Discussion and Analysis for further information regarding these measures.

 

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The table below shows Moody’s global staffing by geographic area:

 

     March 31      %
Change
 
     2015      2014         

United States

     3,202         2,860         12

International

     6,768         5,665         19
  

 

 

    

 

 

    

Total

     9,970      8,525         17
  

 

 

    

 

 

    

 

* Total as of March 31, 2015 includes approximately 1,300 staff from the acquisitions of ICRA, Lewtan and WebEquity; of which a significant portion are located in low-cost jurisdictions.

Global revenue of $865.6 million in the first quarter of 2015 increased $98.4 million compared to 2014 reflecting double-digit growth in both MIS and MA. The increase in MIS revenue primarily reflects growth in rated issuance volumes for investment-grade and speculative-grade corporate debt coupled with higher U.S. public finance refunding issuance volumes. Also contributing to the growth in MIS were changes in the mix of fee type, new fee initiatives and certain pricing increases, primarily in the U.S. as well as revenue from the ICRA Acquisition. These increases were partially offset by an approximate $29 million unfavorable impact to MIS revenue due to changes FX rates. The growth in MA reflects higher results in ERS and RD&A. Revenue grew in all product areas of ERS, with particular strength in the Asset, Liability & Capital and Credit Assessment & Origination areas. In RD&A, revenue growth was driven primarily by credit research and licensing of ratings data. The acquisitions of WebEquity in the third quarter of 2014 and of Lewtan in the fourth quarter of 2014 also contributed to growth in ERS and RD&A, respectively. Changes in FX rates had an approximate $12 million unfavorable impact on MA revenue compared to the prior year. Transaction revenue accounted for 51% of global MCO revenue in the first three months of 2015 compared to 48% in the prior year.

U.S. revenue of $499.8 million in the first quarter of 2015 increased $74.2 million over the prior year, reflecting growth in MIS revenue due to higher rated issuance volumes for investment-grade and speculative-grade corporate debt coupled with higher U.S. public finance refunding issuance volumes. Also contributing to the MIS revenue growth were the favorable impacts of changes in the mix of fee type, new fee initiatives and certain pricing increases. MA further contributed to U.S. revenue growth with good performance in most product areas of RD&A and ERS, as well as from the 2014 acquisitions of WebEquity and Lewtan. U.S. growth was partially offset by declines in bank loan issuance in MIS.

Non-U.S. revenue of $365.8 million increased $24.2 million compared to the first quarter of 2014, reflecting growth in both reportable segments. The most notable growth in the MIS segment reflected higher investment-grade corporate debt revenue coupled with benefits from changes in the mix of fee type, new fee initiatives and certain pricing increases and revenue from the ICRA Acquisition. Additionally, the non-U.S. growth within MA reflected increases in ERS and RD&A across all non-U.S. regions partially offset by declines in PS revenue across all regions. These increases were partially offset by an approximate $40 million decrease due to unfavorable changes in FX rates.

Operating expenses were $244.4 million in the first quarter of 2015 and increased $28.4 million from 2014 primarily due to an approximate $20 million increase in compensation costs reflecting higher salaries and related employee benefits resulting from the impact of annual compensation increases and higher headcount due to business growth and from the Company’s 2014 acquisitions. Also contributing to the increase in compensation expenses were higher incentive compensation costs reflecting greater projected achievement against full-year targeted results through the first quarter of 2015 compared to projected achievement for the same period in 2014 coupled with higher headcount. Additionally, higher pension costs contributed to the compensation expense growth reflecting a lower discount rate used to value the obligations and the use of a new mortality table. Non-compensation expenses increased approximately $8 million compared to the prior year reflecting higher costs to support the Company’s IT and operational infrastructure and higher variable costs to support business growth. The increases above include a favorable impact relating to changes in FX translation rates compared to the prior year.

SG&A expenses of $221.3 million in the first quarter of 2015 increased $26.2 million compared to the prior year period reflecting higher compensation and non-compensation expenses of approximately $16 million and $10 million, respectively. The growth in compensation costs was primarily due to higher salaries and related employee benefits resulting from annual compensation increases, headcount growth in MIS and MA as well as in overhead support areas coupled with higher headcount from acquisitions. Also contributing to the increase in compensation expenses were higher incentive compensation costs reflecting greater projected achievement against full-year targeted results through the first quarter of 2015 compared to projected achievement for the same period of the prior year coupled with headcount growth. Additionally, higher pension costs contributed to the compensation expense growth reflecting a lower discount rate used to value the obligations and the use of a new mortality table. The increase in non-compensation expenses reflects higher costs to

 

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support the Company’s IT and operational infrastructure as well as higher rent and occupancy costs reflecting additional floors leased at the Company’s 7WTC headquarters coupled with various other real estate expansion projects worldwide. Additionally, the increase reflects incremental non-compensation expenses from the ICRA, WebEquity and Lewtan acquisitions in 2014. The increases above include a favorable impact relating to changes in FX translation rates compared to the prior year.

Operating income of $371.3 million increased $38.3 million from the first quarter of 2014. Adjusted Operating Income was $399.9 million in the first quarter of 2015 and increased $43.8 million compared to 2014. Operating margin decreased 50 bps compared to the first quarter of 2014. Adjusted Operating Margin in the first three months of 2015 of 46.2% decreased 20 bps compared to the prior year. Unfavorable changes in FX translation rates negatively impacted operating income by approximately 7%.

Interest income (expense), net in the first quarter of 2015 was ($29.3) million, a $5.5 million increase in net expense compared to 2014. This increase reflects $2.2 million in higher interest on borrowings due to the issuance of the 2014 Senior Notes (5-Year) and 2014 Senior Notes (30-Year) in July 2014 as well as the issuance of the 2015 Senior Notes. The increase also reflects higher interest on UTPs of approximately $4 million primarily due to a reversal of accrued interest in the first quarter of 2014 relating to the favorable resolution of certain international tax matters.

The Company’s ETR was 32.9% in the first quarter of 2015, up from 28.9% in 2014 with the increase primarily due to a benefit in the prior year related to the reversal of UTPs resulting from the favorable resolution of certain international tax matters. This increase was partially offset by lower state taxes in 2015.

Net Income in the first quarter of 2015 was $230.1 million, or $1.11 per diluted share. This is an increase of $12.1 million, or $0.11 per diluted share, compared to 2014 primarily due to the aforementioned growth in operating income coupled with a 5% decline in the weighted average number of shares outstanding reflecting the Company’s share repurchase program. These items which favorably impacted diluted EPS were partially offset by higher non-operating expenses and an increase in the ETR.

Segment Results

Moody’s Investors Service

The table below provides a summary of revenue and operating results, followed by further insight and commentary:

 

     Three months ended March 31,     % Change
Favorable
(Unfavorable)
 
     2015     2014    

Revenue:

      

Corporate finance (CFG)

   $ 298.7      $ 264.4        13

Structured finance (SFG)

     101.3        95.3        6

Financial institutions (FIG)

     93.8        85.4        10

Public, project and infrastructure finance (PPIF)

     100.7        80.7        25
  

 

 

   

 

 

   

Total ratings revenue

     594.5        525.8        13
  

 

 

   

 

 

   

MIS Other

     7.8        3.3        136
  

 

 

   

 

 

   

Total external revenue

     602.3        529.1        14
  

 

 

   

 

 

   

Intersegment royalty

     22.3        21.5        4
  

 

 

   

 

 

   

Total

     624.6        550.6        13
  

 

 

   

 

 

   

Expenses:

      

Operating and SG&A (external)

     278.0        245.3        (13 %) 

Operating and SG&A (intersegment)

     3.3        3.3        —     
  

 

 

   

 

 

   

Adjusted Operating Income

     343.3        302.0        14
  

 

 

   

 

 

   

Depreciation and amortization

     16.0        11.4        (40 %) 
  

 

 

   

 

 

   

Operating income

   $ 327.3      $ 290.6        13
  

 

 

   

 

 

   

Adjusted Operating Margin

     55.0     54.8  

Operating margin

     52.4     52.8  

 

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The following is a discussion of external MIS revenue and operating expenses:

Global MIS revenue of $602.3 million in the first quarter of 2015 increased $73.2 million compared to 2014 reflecting growth across all LOBs. Transaction revenue for MIS was 63% in the first quarter of 2015 compared to 60% in the prior year.

In the U.S., revenue was $371.5 million in the first quarter of 2015, an increase of $55.8 million compared to 2014 and primarily reflected higher rated issuance volumes for investment-grade and speculative-grade corporate debt as well as higher public finance refunding volumes. Additionally, changes in the mix of fee type, new fee initiatives and certain pricing increases contributed to the growth compared to the prior year. These increases were partially offset by lower bank loan rated issuance volumes.

Non-U.S. revenue was $230.8 million in the first quarter of 2015, an increase of $17.4 million compared to 2014. The growth primarily reflects higher investment-grade rated issuance volumes across all regions as well as the favorable impact of changes in the mix of fee type, new fee initiatives and certain pricing increases and revenue from the ICRA Acquisition. These increases were partially offset by an approximate $29 million unfavorable impact from changes in FX rates compared to the prior year as well as declines in bank loan and indicative ratings revenue in the EMEA region.

Global CFG revenue of $298.7 million in the first quarter of 2015 increased $34.3 million from 2014 primarily due to higher rated issuance volumes for investment-grade corporate debt across all regions reflecting M&A activity and continued favorable market conditions. The growth also reflects higher speculative-grade rated issuance volumes in the U.S. and EMEA due to increased investor demand for higher yielding securities as well as opportunistic issuance to fund M&A and general corporate needs in the current low interest rate environment. Also, changes in the mix of fee type, new fee initiatives and certain pricing increases, primarily in the U.S., contributed to the growth over 2014. These increases were partially offset by a decline in bank loan revenue in the U.S. as issuers utilized alternative methods to fund liquidity needs and banks reduced supply to adhere more closely to the U.S. Shared National Credit Program regarding highly leveraged transactions. Additionally, there was a $12 million unfavorable impact due to changes in FX rates. Transaction revenue represented 72% of total CFG revenue in the first quarter of 2015, compared to 71% in the prior year period. In the U.S., revenue in the first quarter of 2015 was $192.1 million, or $21.4 million higher than the prior year. Non-U.S. revenue of $106.6 million in the first quarter of 2015 increased $12.9 million compared to the prior year with approximately 37% of the growth due to the ICRA Acquisition.

Global SFG revenue of $101.3 million in the first quarter of 2015 increased $6.0 million compared to 2014 primarily due to higher CMBS and structured credit revenue in the U.S. The growth in CMBS issuance was primarily due to higher refinancing activity reflecting a large volume of maturing instruments in 2015. The growth in structured credit revenue was primarily due to higher monitoring fees resulting from growth in the number of monitored instruments in the prior year as well as higher yield per rated issuance in the first quarter of 2015. Also contributing to the growth was the favorable impact of changes in the mix of fee type, new fee initiatives and certain pricing increases. Partially offsetting these increases was an approximate $6 million unfavorable impact from changes in FX rates compared to the prior year. Transaction revenue was 61% of total SFG revenue in the first quarter of 2015 compared to 58% in the prior year. In the U.S., revenue of $70.7 million increased $8.0 million compared to the first quarter of 2014. Non-U.S. revenue in the first quarter of 2015 of $30.6 million decreased $2.0 million compared to the prior year.

Global FIG revenue of $93.8 million in the first quarter of 2015 was $8.4 million higher compared to 2014 due to higher rated issuance volumes in the U.S. banking and insurance sectors reflecting issuers continuing to take advantage of favorable market conditions. Additionally, the growth reflects the favorable impact of changes in the mix of fee type, new fee initiatives and certain pricing increases. These increases were partially offset by an approximate $6 million unfavorable impact from changes in FX rates as well as a decline in revenue from ratings managed investments in the U.S. compared to a strong prior year period. Transaction revenue was 40% of total FIG revenue in the first quarter of 2015 compared to 34% in the same period in 2014. In the U.S., revenue was $41.4 million, or 19% higher compared to the prior year. Non-U.S. revenue was $52.4 million in the first quarter of 2015, or $1.8 million higher compared to 2014 and was primarily due to revenue from the ICRA Acquisition.

Global PPIF revenue was $100.7 million in the first quarter of 2015 and increased $20.0 million compared to 2014. The growth reflects higher U.S. public finance refunding volumes due to declines in benchmark interest rates as well as the favorable impact of changes in the mix of fee type, new fee initiatives and certain pricing increases. Additionally, there was growth in project finance revenue across all regions. These increases were partially offset by an approximate $5 million unfavorable impact from changes in FX rates compared to the prior year. Transaction revenue was 64% of total PPIF revenue for the first quarter of 2015 compared to 53% in the prior year. In the U.S., revenue in the first quarter of 2015 was $65.3 million and increased $17.8 million compared to 2014. Non-U.S. PPIF revenue of $35.4 million increased $2.2 million compared to 2014.

 

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Operating and SG&A expenses in the first quarter of 2015 increased $32.7 million compared to 2014 reflecting both higher compensation and non-compensation costs of approximately $21 million and $12 million, respectively. The increase in compensation costs reflects annual compensation increases, headcount growth in the ratings LOBs and from the ICRA Acquisition as well as in support areas such as IT, finance and human resources for which the costs are allocated to each segment based on a revenue-split methodology. Additionally, the increase in compensation costs reflects higher incentive compensation resulting from greater projected achievement against full-year targeted results through the first quarter of 2015 compared to projected achievement in same period of the prior year as well as headcount and merit increases. The increase in non-compensation expenses reflects approximately $5 million in higher costs to support the Company’s IT systems and operational infrastructure. Also, there was approximately $2 million in higher rent and occupancy costs for additional leased floors at 7WTC coupled with various other global real estate expansion projects coupled with approximately $3 million in higher legal costs for ongoing matters. Approximately 25% of the non-compensation expense growth reflects costs from the ICRA Acquisition. Changes in FX translation rates had an approximate $11 million favorable impact on MIS operating expenses in the first quarter of 2015 compared to the prior year.

Adjusted Operating Income and operating income in the first quarter of 2015, which includes intersegment royalty revenue and intersegment expenses, were $343.3 million and $327.3 million, respectively, and increased $41.3 million and $36.7 million, respectively, compared to 2014. Adjusted Operating Margin and operating margin were 55.0% and 52.4%, respectively, compared to 54.8% and 52.8% in the prior year, respectively.

Moody’s Analytics

The table below provides a summary of revenue and operating results, followed by further insight and commentary:

 

     Three months ended March 31,     % Change
Favorable
(Unfavorable)
 
     2015     2014    

Revenue:

      

Research, data and analytics (RD&A)

   $ 149.6      $ 137.6        9

Enterprise risk solutions (ERS)

     77.1        59.8        29

Professional services (PS)

     36.6        40.7        (10 %) 
  

 

 

   

 

 

   

Total external revenue

     263.3        238.1        11
  

 

 

   

 

 

   

Intersegment revenue

     3.3        3.3        —     
  

 

 

   

 

 

   

Total MA Revenue

     266.6        241.4        10
  

 

 

   

 

 

   

Expenses:

      

Operating and SG&A (external)

     187.7        165.8        (13 %) 

Operating and SG&A (intersegment)

     22.3        21.5        (4 %) 
  

 

 

   

 

 

   

Adjusted Operating Income

     56.6        54.1        5
  

 

 

   

 

 

   

Depreciation and amortization

     12.6        11.7        (8 %) 
  

 

 

   

 

 

   

Operating income

   $ 44.0      $ 42.4        4
  

 

 

   

 

 

   

Adjusted Operating Margin

     21.2     22.4  

Operating margin

     16.5     17.6  

The following is a discussion of external MA revenue and operating expenses:

Global MA revenue of $263.3 million increased $25.2 million compared to the first quarter of 2014, reflecting growth in RD&A and ERS partially offset by declines in PS. Recurring revenue comprised 77% in both the first quarter of 2015 and 2014.

 

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In the U.S., revenue of $128.3 million in the first quarter of 2015 increased $18.4 million, and reflected growth in RD&A and ERS, which included revenue from Lewtan and WebEquity, respectively. Non-U.S. revenue of $135.0 million in the first quarter of 2015 was $6.8 million higher than in 2014 reflecting growth in all regions within RD&A and ERS partially offset by declines in PS across all non-U.S. regions. Changes in FX translation rates had an approximate $12 million unfavorable impact on non-U.S. MA revenue compared to the prior year.

Global RD&A revenue of $149.6 million, which comprised 57% and 58% of total external MA revenue in the first quarter of 2015 and 2014, respectively, increased $12.0 million over the prior year period. The growth over the prior year was most notable in the U.S. and EMEA, primarily due to strong sales of credit research, licensing of ratings data, and economic analysis and data. The acquisition of Lewtan in late 2014 also contributed to growth in the quarter. In the U.S., revenue of $84.1 million in the first quarter of 2015 increased $9.9 million compared to 2014. Internationally, revenue of $65.5 million increased $2.1 million compared to the first quarter of 2014, and changes in FX translation rates had an approximate $6 million unfavorable impact on RD&A revenue compared to the prior year.

Global ERS revenue in the first quarter of 2015 of $77.1 million increased $17.3 million over 2014, primarily due to strong project delivery across all product offerings with particular strength in the Asset, Liability & Capital and Credit Assessment & Origination areas. The revenue growth also reflects the acquisition of WebEquity in the third quarter of 2014. Revenue in ERS is subject to quarterly volatility resulting from the variable nature of project timing and the concentration of software implementation and license revenue in a relatively small number of engagements. In the U.S., revenue of $30.8 million in the first quarter of 2015 increased $9.0 million compared to 2014. Non-U.S. revenue of $46.3 million increased $8.3 million compared to the first quarter of 2014. Changes in FX translation rates had an approximate $4 million unfavorable impact on ERS revenue compared to the prior year.

Revenue from PS of $36.6 million decreased $4.1 million compared to the first quarter of 2014 primarily due to the Company’s exiting certain Copal Amba product lines late in 2014. Additionally, there were declines in licensing and credentialing revenue in the Americas region primarily due to unfavorable changes in FX translation rates of approximately $1 million compared to the first quarter of 2014. In the U.S., revenue of $13.4 million in the first quarter of 2015 decreased $0.5 million compared to 2014. Non-U.S. revenue of $23.2 million decreased $3.6 million compared to the first quarter of 2014.

Operating and SG&A expenses of $187.7 million in the first quarter of 2015 increased $21.9 million compared to 2014. The expense growth reflects an approximate $16 million increase in compensation costs primarily due to higher headcount to support business growth as well as higher headcount in support areas, for which the costs are allocated to each segment based on a revenue- split methodology. Headcount from the acquisitions of WebEquity and Lewtan as well as annual merit increases also contributed to the compensation expense growth. Additionally, the expense growth reflects an approximate $6 million increase in non-compensation expenses primarily due to costs related to ERS product development and project delivery as well as expenses from the acquisitions of Lewtan and WebEquity in 2014. Changes in FX translation rates had an approximate $7 million favorable impact on MA operating expenses in the first quarter of 2015 compared to the prior year.

Adjusted Operating Income was $56.6 million in the first quarter of 2015 and increased $2.5 million compared to the same period in 2014. Operating income of $44.0 million in the first quarter of 2015 increased $1.6 million compared to the same period in 2014. Adjusted Operating Margin for the first quarter of 2015 was 21.2%, compared to 22.4% in 2014. Operating margin was 16.5% compared to 17.6% in the prior year. Adjusted operating income and Operating Income both include intersegment revenue and expense.

 

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Liquidity and Capital Resources

Cash Flow

The Company is currently financing its operations, capital expenditures and share repurchases from cash flow from operating and financing activities. The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:

 

     Three Months Ended
March 31,
     $ Change
Favorable
(Unfavorable)
 
     2015      2014     

Net cash provided by operating activities

   $ 261.8       $ 177.2       $ 84.6   

Net cash used in investing activities

   $ (49.3    $ (82.2    $ 32.9   

Net cash provided by (used in) financing activities

   $ 123.9       $ (222.1    $ 346.0   

Free Cash Flow*

   $ 242.8       $ 158.1       $ 84.7   

 

* Free Cash Flow is a non-GAAP financial measure. Refer to the section “Non-GAAP Financial Measures” of this MD&A for further information on this financial measure.

Net cash provided by operating activities

The following change, related to a non-cash item, impacted cash provided by operating activities in the first three months of 2015 compared to the same period in 2014, relative to net income:

 

   

A $20.3 million decrease in deferred tax expense reflecting a reversal of deferred tax assets in 2014 relating to a payment for a local tax matter coupled with lower deferred tax expense in 2015 for certain state tax matters.

The $84.6 million increase in net cash flows provided by operating activities primarily reflected:

 

   

an increase in net income of $9.6 million;

 

   

an approximate $88 million increase relating to the timing of tax payments;

partially offset by:

 

   

an approximate $24 million decrease primarily relating to higher incentive compensation payouts in 2015 compared to 2014 which reflected greater achievement against full-year targeted results in 2014 compared to achievement in 2013 as well as higher headcount.

The remaining increase in cash flow from operations is due to changes in various other assets and liabilities.

Net cash used in investing activities

The $32.9 million decrease in cash used in investing activities is primarily due to:

 

   

cash paid into escrow of $72.6 million in the first quarter of 2014 relating to the conditional open offer to acquire additional equity shares of ICRA Limited. The Company completed the acquisition of its controlling share of ICRA in the second quarter of 2014;

 

   

cash received of $20.8 million in the first quarter of 2015 related to settlements of certain of the Company’s net investment hedges;

partially offset by:

 

   

higher net purchases of investments of $60.6 million reflecting the Company’s investment of excess non-U.S. cash balances.

 

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Net cash provided by (used in) financing activities

The $346.0 million increase in cash provided by financing activities was attributed to:

 

   

proceeds of $552.8 million from the issuance of the 2015 Senior Notes, which are more fully discussed in the “Indebtedness” section below;

partially offset by:

 

   

treasury shares repurchased of $365.8 million in the first three months of 2015 compared to $201.6 million repurchased in the prior year period;

 

   

a net outlay from the settlement of stock-based compensation awards of $23.9 million compared to net proceeds of $6.0 million in the first quarter of 2014. The net outlay in 2015 reflects the value of shares retained in treasury stock to satisfy employee tax withholding obligations in connection with the vesting of restricted stock in March 2015 exceeding the cash proceeds received from employee stock option exercises;

 

   

higher dividends paid to MCO shareholders of $8.8 million reflecting $0.34 per share paid in the first quarter of 2015 compared to $0.28 per share paid in the same period of the prior year partially offset by lower shares outstanding.

Cash and short-term investments held in non-U.S. jurisdictions

The Company’s aggregate cash and cash equivalents and short-term investments of $2.0 billion at March 31, 2015 consisted of approximately $1.3 billion located outside of the U.S., of which approximately 51% is denominated in euros and British pounds. Approximately 96% of the cash and cash equivalents and short-term investments in the Company’s non-U.S. operations are held by entities whose undistributed earnings are indefinitely reinvested in the Company’s foreign operations. Accordingly, the Company has not provided deferred income taxes on these indefinitely reinvested earnings. A future distribution or change in assertion regarding reinvestment by the foreign subsidiaries relating to these earnings could result in additional tax liability to the Company. It is not practicable to determine the amount of the potential additional tax liability due to complexities in the tax laws and in the hypothetical calculations that would have to be made. The Company manages both its U.S. and international cash flow to maintain sufficient liquidity in all regions to effectively meet its operating needs.

Indebtedness

At March 31, 2015, Moody’s had $3.1 billion of outstanding debt and $1.0 billion of additional capacity available under the 2012 Facility. At March 31, 2015, the Company was in compliance with all covenants contained within all of the debt agreements. The 2012 Facility, the 2007 Agreement, the 2010 Indenture, the 2012 Indenture, the 2013 Indenture, the 2014 Indenture and the 2015 Indenture contain cross default provisions. These provisions state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of March 31, 2015, there were no such cross defaults.

On March 9, 2015, the Company issued €500 million aggregate principal amount of senior unsecured notes in a public offering. The 2015 Senior Notes bear interest at a fixed rate of 1.75% and mature on March 9, 2027. The terms of the 2015 Senior Notes are more fully described in Note 13 to the condensed consolidated financial statements.

Pursuant to the issuance of the 2015 Notes, the Company has designated €400 million of the principal as a net investment hedge against foreign currency exposure relating to its net investment in its subsidiaries whose functional currency is the euro. The Company also entered into a €100 million cross currency swap (swapping euro for U.S. dollars) to hedge FX risk on the remaining principal balance denominated in euros that was not designated as a net investment hedge. These hedging instruments are more fully described in Note 7 to the condensed consolidated financial statements.

 

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The repayment schedule for the Company’s borrowings is as follows:

 

Year Ended

December 31,

   Series 2007-1
Notes
     2010 Senior
Notes
     2012 Senior
Notes
     2013 Senior
Notes
     2014 Senior
Notes (5-Year)
     2014 Senior
Notes (30-Year)
     2015 Senior
Notes (1)
     Total  

2015 (after March 31)

   $ —         $ —         $ —         $ —         $ —         $ —         $ —         $ —     

2016

     —           —           —           —           —           —           —           —     

2017

     300.0         —           —           —           —           —           —           300.0   

2018

     —           —           —           —           —           —           —           —     

2019

     —           —           —           —           450.0         —           —           450.0   

Thereafter

     —           500.0         500.0         500.0         —           300.0         537.0         2,337.0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total

   $ 300.0       $ 500.0       $ 500.0       $ 500.0       $ 450.0       $ 300.0       $ 537.0       $ 3,087.0   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

Based on end of quarter FX rates

Management may consider pursuing additional long-term financing when it is appropriate in light of cash requirements for operations, share repurchases and other strategic opportunities, which would result in higher financing costs.

Other Material Future Cash Requirements

The Company believes that it has the financial resources needed to meet its cash requirements and expects to have positive operating cash flow for the next twelve months. Cash requirements for periods beyond the next twelve months will depend, among other things, on the Company’s profitability and its ability to manage working capital requirements. The Company may also borrow from various sources.

The Company remains committed to using its strong cash flow to create value for shareholders by investing in growing areas of the business, reinvesting in ratings quality initiatives, making selective acquisitions, repurchasing stock and paying a dividend, all in manner consistent with maintaining sufficient liquidity after giving effect to any additional indebtedness that may be incurred. In April 2015, the Board of Directors of the Company declared a quarterly dividend of $0.34 per share of Moody’s common stock, payable on June 10, 2015 to shareholders of record at the close of business on May 20, 2015. The continued payment of dividends at this rate, or at all, is subject to the discretion of the Board. On February 11, 2014, the Board approved $1.0 billion of share repurchase authority which has a remaining repurchase authority of approximately $198 million at March 31, 2015. In December 2014, the Board authorized an additional $1.0 billion of share repurchase authority which will be utilized following completion of the program authorized in February 2014. Full-year 2015 total share repurchases are expected to be approximately $1 billion, subject to available cash, market conditions and other ongoing capital allocation decisions.

On February 6, 2008, the Company entered into an operating lease agreement to occupy six floors of an office tower located in the Canary Wharf district of London, England. The Canary Wharf Lease has an initial term of 17.5-years with a total of 15 years of renewal options. The total base rent of the Canary Wharf Lease over its initial 17.5-year term is approximately £134 million, and the Company began making base rent payments in 2011. In addition to the base rent payments the Company will be obligated to pay certain customary amounts for its share of operating expenses and tax obligations. The total remaining lease payments as of March 31, 2015 are approximately £100 million, of which approximately £10 million will be paid in the next twelve months. Payments under this lease agreement are included in the contractual obligations table below.

 

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On October 20, 2006, the Company entered into an operating lease agreement with 7 World Trade Center, LLC for 589,945 square-feet of an office building located at 7WTC at 250 Greenwich Street, New York, New York, which is serving as Moody’s headquarters. The 7WTC Lease has an initial term of 21 years with a total of 20 years of renewal options. The total base rent of 7WTC Lease over its initial 21-year term is approximately $536 million including rent credits from the World Trade Center Rent Reduction Program promulgated by the Empire State Development Corporation. On March 28, 2007, the 7WTC lease agreement was amended for the Company to lease an additional 78,568 square-feet at 7WTC. The additional base rent is approximately $106 million over a 20-year term. The total remaining lease payments as of March 31, 2015, including the aforementioned rent credits, are approximately $441 million, of which approximately $33 million will be paid during the next twelve months. Payments under this lease agreement are included in the contractual obligations table below.

On October 21, 2013, the Company entered into a fourteen-year lease for three additional floors at its 7WTC headquarters. The total remaining net commitment for this lease is approximately $62 million. The lease became effective in January 2014 and the net cash outlay during the next twelve months will be immaterial. Payments under this lease agreement are included in the contractual obligations table below.

The Company anticipates making a $20.6 million contribution to its U.S. defined benefit funded pension plan during the remainder of 2015.

Off-Balance Sheet Arrangements

At March 31, 2015, Moody’s did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as special purpose or variable interest entities where Moody’s is the primary beneficiary, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, Moody’s is not exposed to any financing, liquidity market or credit risk that could arise if it had engaged in such relationships.

Contractual Obligations

The following table presents payments due under the Company’s contractual obligations as of March 31, 2015:

 

            Payments Due by Period  
(in millions)    Total      Less Than 1 Year      1 - 3 Years      3 -5 Years      Over 5 Years  

Indebtedness (1)

   $ 4,226.5       $ 115.6       $ 520.8       $ 638.9       $ 2,951.2   

Operating lease obligations

     811.4         91.0         158.1         133.0         429.3   

Purchase obligations

     97.5         62.9         34.6         —           —     

Contingent consideration related to acquisitions

     2.0         2.0         —           —           —     

Pension obligations (2)

     152.8         27.3         16.1         44.1         65.3   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total  (3)

   $ 5,290.2       $ 298.8       $ 729.6       $ 816.0       $ 3,445.8   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) 

Reflects principal payments, related interest and applicable fees due on the Series 2007-1 Notes, the 2010 Senior Notes, the 2012 Senior Notes, the 2013 Senior Notes, the 2014 Senior Notes (5-year), the 2014 Senior Notes (30-year), the 2015 Senior Notes and the 2012 Facility as described in Note 13 to the condensed consolidated financial statements.

(2) 

Reflects projected benefit contributions to the Company’s funded U.S. DBPP and payments relating to the Company’s U.S. unfunded DBPPs and Retirement and Other Plans described in Note 12 to the condensed consolidated financial statements

(3) 

The table above does not include the Company’s net long-term tax liabilities of $233.6 million relating to UTP and Legacy Tax Matters, since the expected cash outflow of such amounts by period cannot be reasonably estimated.

Dividends

On April 14, 2015, the Board approved the declaration of a quarterly dividend of $0.34 per share of Moody’s common stock, payable on June 10, 2015 to shareholders of record at the close of business on May 20, 2015.

Non-GAAP Financial Measures:

In addition to its reported results, Moody’s has included in this MD&A certain adjusted results that the SEC defines as “non-GAAP financial measures.” Management believes that such non-GAAP financial measures, when read in conjunction with the

 

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Company’s reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and can provide greater transparency to investors of supplemental information used by management in its financial and operational decision-making. These non-GAAP measures, as defined by the Company, are not necessarily comparable to similarly defined measures of other companies. Furthermore, these non-GAAP measures should not be viewed in isolation or used as a substitute for other GAAP measures in assessing the operating performance or cash flows of the Company. Below are brief descriptions of the Company’s non-GAAP financial measures accompanied by a reconciliation of the non-GAAP measure to its most directly comparable GAAP measure:

Adjusted Operating Income and Adjusted Operating Margin:

The Company presents Adjusted Operating Income because management deems this metric to be a useful measure of assessing the operating performance of Moody’s, measuring the Company’s ability to service debt, fund capital expenditures, and expand its business. Adjusted Operating Income excludes depreciation and amortization because companies utilize productive assets of different ages. Companies also have different methods of depreciating and amortizing productive assets. Management believes that the exclusion of this item allows for a more meaningful comparison of the Company’s operating results from period to period and across companies. Below is a reconciliation of the Company’s operating income and operating margin to Adjusted Operating Income and Adjusted Operating Margin:

 

     Three Months Ended
March 31,
 
     2015     2014  

Operating income

   $ 371.3      $ 333.0   

Adjustments:

    

Depreciation and amortization

     28.6        23.1   
  

 

 

   

 

 

 

Adjusted Operating Income

   $ 399.9      $ 356.1   
  

 

 

   

 

 

 

Operating Margin

     42.9     43.4

Adjusted Operating Margin

     46.2     46.4
     Full-Year Ended
December 31, 2015
 

Operating margin guidance

     Approximately 43%   

Depreciation and amortization

     Approximately 3%   
  

 

 

 

Adjusted Operating Margin guidance

     Approximately 46%   
  

 

 

 

Free Cash Flow:

The Company defines free cash flow as net cash provided by operating activities minus payments for capital additions. Management believes that free cash flow is a useful metric in assessing the Company’s cash flows to service debt, pay dividends and to fund acquisitions and share repurchases. Management deems capital expenditures essential to the Company’s product and service innovations and maintenance of Moody’s operational capabilities. Accordingly, capital expenditures are deemed to be a recurring use of Moody’s cash flow. Below is a reconciliation of the Company’s net cash flows from operating activities to free cash flow:

 

     Three months ended
March  31,
 
     2015      2014  

Net cash flows provided by operating activities

   $ 261.8       $ 177.2   

Capital additions

     (19.0      (19.1
  

 

 

    

 

 

 

Free cash flow

   $ 242.8       $ 158.1   
  

 

 

    

 

 

 

Net cash used in investing activities

   $ (49.3    $ (82.2

Net cash provided by (used in) financing activities

   $ 123.9       $ (222.1

 

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2015 Outlook

Moody’s outlook for 2015 is based on assumptions about many macroeconomic and capital market factors, including interest rates, foreign currency exchange rates, corporate profitability and business investment spending, merger and acquisition activity, consumer borrowing and securitization, and the amount of debt issued. These assumptions are subject to some degree of uncertainty, and results for the year could differ materially from the Company’s current outlook. The Company’s guidance assumes foreign currency translation at end-of-quarter exchange rates.

 

Full-year 2015 Moody’s Corporation guidance

MOODY’S CORPORATION

   Current guidance as of the filing of this Form 10-Q   Last publicly disclosed guidance on February 25, 2015

Revenue

   growth in the mid-single-digit percent range   NC

Operating expenses

   growth in the mid-single-digit percent range   NC

Depreciation & amortization

   Approximately $120 million   NC

Operating margin

   Approximately 43%   NC

Adjusted Operating Margin

   Approximately 46%   NC

Effective tax rate

   Approximately 32% - 33%   NC

GAAP EPS

   $4.55 to $4.65   NC

Capital expenditures

   Approximately $110 - $115 million   NC

Free Cash Flow

   Approximately $1 billion   NC

Share repurchases

   Approximately $1 billion (subject to
available cash, market conditions and other
ongoing capital allocation decisions)
  NC

Full-year 2015 revenue guidance

MIS

   Current guidance as of the filing of this Form 10-Q   Last publicly disclosed guidance on February 25, 2015

MIS global

   growth in the mid-single-digit percent range   NC

MIS U.S.

   growth in the high-single-digit percent range   growth in the mid-single-digit percent  range

MIS Non-U.S.

   growth in the low-single-digit percent range   growth in the mid-single-digit percent range

CFG

   growth in the mid-single-digit percent range   NC

SFG

   growth in the low-single-digit percent range   growth in the mid-single-digit percent range

FIG

   growth in the low-single-digit percent range   growth in the mid-single-digit percent range

PPIF

   growth in the high-single-digit percent range   NC

MA

    

MA global

   growth in the mid-single-digit percent range   NC

MA U.S.

   growth in the low-double-digit percent range   growth of approximately 10%

MA Non-U.S.

   growth in the low-single-digit percent range   growth in the mid-single-digit percent range

RD&A

   growth in the high-single-digit percent range   NC

ERS

   growth in the mid-single-digit percent range   NC

PS

   decrease in the low-single-digit percent range   approximately flat

NC- There is no difference between the Company’s current guidance and the last publicly disclosed guidance for this item.

Recently Issued Accounting Pronouncements

In April 2015, the FASB issued ASU No. 2015-05 “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement”. This ASU provides guidance on accounting for fees paid by a customer in a cloud computing arrangement. In accordance with the ASU, a cloud computing arrangement that contains a software license should be accounted for consistently with the acquisition of other software licenses. If no software license is present in the contract, the entity should account for the arrangement as a service contract. The Company can elect to apply this ASU either retrospectively or prospectively effective for annual and interim reporting periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the impact that adoption of this update will have on its consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, “Simplifying the Presentation of Debt Issuance Costs”. This ASU simplifies the presentation of debt issuance costs in financial statements and requires a company to present such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization costs will continue to be reported as interest expense. The ASU is effective retrospectively for annual and interim reporting periods beginning after December 15, 2015, and early adoption is permitted. The adoption of this ASU will only impact the presentation of debt issuance costs in the Company’s consolidated balance sheets.

 

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In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”. This ASU outlines a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. The Company is currently evaluating its adoption options and the impact that adoption of this update will have on its consolidated financial statements. Currently, the Company believes this ASU will have an impact on: i) the capitalization of certain contract implementation costs for its ERS business; ii) the accounting for certain ratings monitoring fees received in advance of service being rendered; iii) the accounting for certain license and maintenance revenue in MA; iv) the accounting for certain ERS revenue arrangements where VSOE is not available and v) the accounting for contract acquisition costs. In April 2015, the FASB proposed to defer the effective date of the ASU for annual and interim reporting periods beginning after December 15, 2017, with early adoption permitted up to the original effective date of December 15, 2016. This proposal is subject to the FASB’s normal due process requirements which include a 30-day public comment period on the proposed ASU.

Contingencies

Legal proceedings in which the company is involved also may impact Moody’s liquidity or operating results. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Item 1—“Financial Statements”, Note 14 “Contingencies.”

Regulation

MIS and many of the securities that it rates are subject to extensive regulation in both the U.S. and in other countries (including by state and local authorities). Thus, existing and proposed laws and regulations can impact the Company’s operations and the markets for securities that it rates. Additional laws and regulations have been adopted but not yet implemented or have been proposed or are being considered. Each of the existing, adopted, proposed and potential laws and regulations can increase the costs and legal risk associated with the issuance of credit ratings and may negatively impact Moody’s operations or profitability, the Company’s ability to compete, or result in changes in the demand for credit ratings, in the manner in which ratings are utilized and in the manner in which Moody’s operates.

The regulatory landscape has changed rapidly in recent years, and continues to evolve. In the EU, the CRA industry is registered and supervised through a pan-European regulatory framework. The European Securities and Markets Authority has direct supervisory responsibility for the registered CRA industry throughout the EU. MIS is a registered entity and is therefore subject to formal regulation and periodic inspection. Applicable rules include procedural requirements with respect to ratings of sovereign issuers, liability for intentional or grossly negligent failure to abide by applicable regulations, mandatory rotation requirements of CRAs hired by issuers of securities for ratings of resecuritizations, restrictions on CRAs or their shareholders if certain ownership thresholds are crossed, and additional procedural and substantive requirements on the pricing of services.

On January 6, 2015, two additional rules (generally referred to as “Regulatory Technical Standards” or “RTSs”) of direct relevance to the CRA industry were published in the Official Journal of the European Union: (i) CRAs’ reporting requirements to ESMA on their fees; and (ii) the types of information that CRAs are to provide about certain ratings (those that were paid for by issuers) for publication on a central website administered by ESMA (the European Ratings Platform). The RTSs were the final pieces of the rulemaking requirements that CRA3 imposed on ESMA and the EU’s legislative tripartite (the European Commission, the European Parliament and the Council of the European Union). Separately, CRA3 also requires that ESMA and / or the European Commission produce several reports on the industry’s structure and the use of ratings. These reports are expected to be published by year end 2015.

In the U.S., CRAs are subject to extensive regulation primarily pursuant to the Reform Act and the Financial Reform Act. The SEC is required by these legislative acts to publish two annual reports to Congress on NRSROs. The Financial Reform Act requires the SEC to examine each NRSRO once a year and issue an annual report summarizing the examination findings, among other requirements. The annual report required by the Reform Act details the SEC’s views on the state of competition, transparency and conflicts of interests among NRSROs, among other requirements.

The SEC voted in August 2014 to adopt its final rules for NRSROs as required by the Financial Reform Act. The final rules differ from earlier proposals by including additional measures regarding: (i) sales and marketing activities; and (ii) the design and enforcement of internal controls for the rating process. The Company has made and continues to make substantial IT and other investments. Consequently, the Company will be in a position to implement the relevant compliance obligations by the set deadlines, generally ranging from 60 days to 9 months following the September 15, 2014 publication of the final rules in the Federal Register.

 

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In light of the regulations that have gone into effect in both the EU and the U.S. (as well as many other countries), from time to time and as a matter of course pursuant to their enabling legislation these regulatory authorities have and will continue to publish reports that describe their oversight activities over the industry. In addition, other legislation and regulation relating to credit rating and research services is being considered by local, national and multinational bodies and this type of activity is likely to continue in the future. Finally, in certain countries, governments may provide financial or other support to locally-based rating agencies. For example, governments may from time to time establish official rating agencies or credit ratings criteria or procedures for evaluating local issuers. If enacted, any such legislation and regulation could change the competitive landscape in which MIS operates. The legal status of rating agencies has been addressed by courts in various decisions and is likely to be considered and addressed in legal proceedings from time to time in the future. Management of the Company cannot predict whether these or any other proposals will be enacted, the outcome of any pending or possible future legal proceedings, or regulatory or legislative actions, or the ultimate impact of any such matters on the competitive position, financial position or results of operations of Moody’s.

Forward-Looking Statements

Certain statements contained in this quarterly report on Form 10-Q are forward-looking statements and are based on future expectations, plans and prospects for the Company’s business and operations that involve a number of risks and uncertainties. Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements. Those statements appear at various places throughout this annual report on Form 10-Q, including in the sections entitled “2015 Outlook” and “Contingencies” under Item 2. “MD&A”, commencing on page 36 of this quarterly report on Form 10-Q, under “Legal Proceedings” in Part II, Item 1, of this Form 10-Q, and elsewhere in the context of statements containing the words “believe”, “expect”, “anticipate”, “intend”, “plan”, “will”, “predict”, “potential”, “continue”, “strategy”, “aspire”, “target”, “forecast”, “project”, “estimate”, “should”, “could”, “may” and similar expressions or words and variations thereof relating to the Company’s views on future events, trends and contingencies. Stockholders and investors are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements and other information are made as of the date of this quarterly report on Form 10-Q, and the Company undertakes no obligation (nor does it intend) to publicly supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company is identifying examples of factors, risks and uncertainties that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements.

Those factors, risks and uncertainties include, but are not limited to, the current world-wide credit market disruptions and economic slowdown, which is affecting and could continue to affect the volume of debt and other securities issued in domestic and/or global capital markets; other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including credit quality concerns, changes in interest rates and other volatility in the financial markets; the level of merger and acquisition activity in the U.S. and abroad; the uncertain effectiveness and possible collateral consequences of U.S. and foreign government initiatives to respond to the current world-wide credit market disruptions and economic slowdown; concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; the introduction of competing products or technologies by other companies; pricing pressure from competitors and/or customers; the level of success of new product development and global expansion; the impact of regulation as an NRSRO, the potential for new U.S., state and local legislation and regulations, including provisions in the Financial Reform Act and regulations resulting from that Act; the potential for increased competition and regulation in the EU and other foreign jurisdictions; exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which the Company may be subject from time to time; provisions in the Financial Reform Act legislation modifying the pleading standards, and EU regulations modifying the liability standards, applicable to credit rating agencies in a manner adverse to credit rating agencies; provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services; the possible loss of key employees; failures or malfunctions of our operations and infrastructure; any vulnerabilities to cyber threats or other cybersecurity concerns; the outcome of any review by controlling tax authorities of the Company’s global tax planning initiatives; the outcome of those Legacy Tax Matters and legal contingencies that relate to the Company, its predecessors and their affiliated companies for which Moody’s has assumed portions of the financial responsibility; exposure to potential criminal sanctions or civil remedies if the Company fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which the Company operates, including sanctions laws, anti-corruption laws, and local laws prohibiting corrupt payments to government officials; the impact of mergers, acquisitions or other business combinations and the ability of the Company to successfully integrate acquired businesses; currency and foreign exchange volatility; the level of future cash flows; the levels of capital investments; and a decline in the demand for credit risk management tools by financial institutions. These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those

 

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contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under “Risk Factors” in Part I, Item 1A of the Company’s annual report on Form 10-K for the year ended December 31, 2014, and in other filings made by the Company from time to time with the SEC or in materials incorporated herein or therein. Stockholders and investors are cautioned that the occurrence of any of these factors, risks and uncertainties may cause the Company’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on the Company’s business, results of operations and financial condition. New factors may emerge from time to time, and it is not possible for the Company to predict new factors, nor can the Company assess the potential effect of any new factors on it.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Moody’s aggregate cash and cash equivalents and short-term investments of $2.0 billion at March 31, 2015 consisted of $1.3 billion located outside of the U.S. Approximately 44% of the Company’s aggregate cash and cash equivalents and short-term investments at March 31, 2015 were held in currencies other than the U.S. dollar. As such, a decrease in the value of foreign currencies against the U.S. dollar, particularly the euro and British pound, could reduce the reported amount of cash and cash equivalents and short-term investments.

The following discussion outlines material changes in the Moody’s derivative instrument portfolio subsequent to the filing of the Company’s Form 10-K for the year ended December 31, 2014:

Long-term debt designated as a net investment hedge:

During the first quarter of 2015, the Company designated €400 million of the 2015 Senior Notes as a net investment hedge to mitigate FX exposure relating to euro denominated net investments in subsidiaries. If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $40 million unfavorable adjustment to OCI. This adjustment would be offset by favorable translation adjustments on the Company’s euro net investment in subsidiaries.

Cross-currency swap not designated as an accounting hedge:

The Company entered into a cross-currency swap (exchanging €100 million for U.S. dollar) to mitigate FX exposure on the remaining principal balance of the 2015 Senior Notes not designated as a net investment hedge. If the euro were to weaken 10% relative to the U.S. dollar, there would be an approximate $15 million unfavorable impact to the fair value of the cross-currency swap which would be partially offset by favorable revaluation gains on €100 million of the 2015 Senior Notes.

Interest rate swaps designated as a fair value hedge:

Furthermore, in the first quarter of 2015, the Company entered into interest rate swaps with a notional amount of $200 million to convert the fixed rate of interest on the remaining portion of the 2014 Senior Notes (5-year) to a floating interest rate based on the 3-month LIBOR. A hypothetical change of 100bps in the LIBOR-based swap rate would result in an approximate $47 million change to the fair value of the Company’s total interest rate swap portfolio.

Refer to Note 7 to the condensed consolidated financial statements in this Form 10-Q and Item 7A. “Quantitative and Qualitative Disclosures about Market Risk”, contained in the Company’s annual report on Form 10-K for the year ended December 31, 2014 for further discussion on the Company’s derivative financial instruments.

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, as required by Rule 13a-15(b) under the Exchange Act, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the communication to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

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In addition, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has determined that there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting during the period covered by the report.

 

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

For information regarding legal proceedings, see Item 1 – “Financial Statements – Notes to Condensed Consolidated Financial Statements (Unaudited),” Note 14 “Contingencies” in this Form 10-Q.

 

Item 1A.