QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2021
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, New York10007
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code:
(212)553-0300
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
MCO
New York Stock Exchange
1.75% Senior Notes Due 2027
MCO 27
New York Stock Exchange
0.950% Senior Notes Due 2030
MCO 30
New York Stock Exchange
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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted 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 such files. Yes ☑ No☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer
☑
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:
Amortization of definite-lived intangible assets acquired by the Company from all business combination transactions
Adjusted Diluted EPS
Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Net Income
Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Operating Income
Operating income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Operating Margin
Adjusted Operating Income divided by revenue
Americas
Represents countries within North and South America, excluding the U.S.
AOCI(L)
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 Australia and countries in Asia including but not limited to: 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
Bureau van Dijk
Bureau van Dijk Electronic Publishing, B.V., a global provider of business intelligence and company information; acquired by the Company on August 10, 2017 via the acquisition of Yellow Maple I B.V., an indirect parent of Bureau van Dijk
Catylist
A provider of commercial real estate (CRE) solutions for brokers; acquired by the Company on December 30, 2020
CFG
Corporate finance group; an LOB of MIS
CLO
Collateralized loan obligation
CMBS
Commercial mortgage-backed securities; an asset class within SFG
COLI
Corporate-Owned Life Insurance
Common Stock
The Company’s common stock
Company
Moody’s Corporation and its subsidiaries; MCO; Moody’s
Cortera
A provider of North American credit data and workflow solutions; the Company acquired Cortera in March 2021
COVID-19
An outbreak of a novel strain of coronavirus resulting in an international public health crisis and a global pandemic
CP
Commercial Paper
CP Program
A program entered into on August 3, 2016 allowing the Company to privately place CP up to a maximum of $1 billion for which the maturity may not exceed 397 days from the date of issue and which is backstopped by the 2018 Facility
CRAs
Credit rating agencies
Credit Losses Accounting Standard
Updates to the ASC pursuant to ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. This new accounting guidance requires the use of an “expected credit loss” impairment model for most financial assets reported at amortized cost, which will require entities to estimate expected credit losses over the lifetime of the instrument.
Dodd-Frank Wall Street Reform and Consumer Protection Act
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 solutions as well as related risk management advisory engagements services
ESG
Environmental, Social, and Governance
ESMA
European Securities and Markets Authority
ETR
Effective tax rate
EU
European Union
EUR
Euros
EURIBOR
The Euro Interbank Offered Rate
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
External Revenue
Revenue excluding any intersegment amounts
FASB
Financial Accounting Standards Board
FIG
Financial institutions group; an LOB of MIS
Free Cash Flow
Net cash provided by operating activities less cash paid for capital additions
FX
Foreign exchange
GAAP
U.S. Generally Accepted Accounting Principles
GBP
British pounds
ICRA
ICRA Limited; a provider of credit ratings and research in India. ICRA is a public company with its shares listed on the Bombay Stock Exchange and the National Stock Exchange of India. The Company previously held 28.5% equity ownership and in June 2014, increased that ownership stake to over 50% through the acquisition of additional shares
KIS Pricing
Korea Investors Service Pricing, Inc; a Korean provider of fixed income securities pricing and consolidated subsidiary of the Company
KIS Research
Korea Investors Service Research; a Korean provider of financial research and consolidated subsidiary of the Company
Korea
Republic of South Korea
LIBOR
London Interbank Offered Rate
LOB
Line of business
MA
Moody’s Analytics - a reportable segment of MCO 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 two LOBs - RD&A and ERS
MAKS
Moody’s Analytics Knowledge Services; formerly known as Copal Amba; provided offshore research and analytic services to the global financial and corporate sectors; business was divested in the fourth quarter of 2019 and was formerly part of the PS LOB and a reporting unit within the MA reportable segment
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 financial instruments pricing services in the Asia-Pacific region, ICRA non-ratings revenue and revenue from providing ESG research, data and assessments. These businesses are components of MIS; MIS Other is an LOB of MIS
Moody’s
Moody’s Corporation and its subsidiaries; MCO; the Company
Moody's Shared Services; primarily consists of information technology and support staff such as finance, human resources and legal that support both MIS and MA.
Net Income
Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder
NM
Percentage change is not meaningful
Non-GAAP
A financial measure not in accordance with GAAP; these measures, when read in conjunction with the 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 to provide greater transparency to investors of supplemental information used by management in its financial and operational decision making
NRSRO
Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC.
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
Operating segment
Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a component of a business entity that has each of the three following characteristics: i) the component engages in business activities from which it may recognize revenue and incur expenses; ii) the operating results of the component are regularly reviewed by the entity’s chief operating decision maker; and iii) discrete financial information about the component is available
Other Retirement Plan
The U.S. retirement healthcare and U.S. retirement life insurance plans
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
RD&A
An LOB within MA that offers subscription-based research, data and analytical products, including: credit ratings produced by MIS; credit research; quantitative credit scores and other analytical tools; economic research and forecasts; business intelligence and company information products; commercial real estate data and analytical tools; learning solutions
Recurring Revenue
For MIS, represents recurring monitoring fees 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. For MIS Other, represents subscription-based revenue. For MA, represents subscription-based revenue and software maintenance revenue
Reform Act
Credit Rating Agency Reform Act of 2006
Regulatory DataCorp Inc. (RDC)
A global leader in risk and compliance intelligence; the Company acquired RDC in February 2020
Reporting unit
The level at which Moody’s evaluates its goodwill for impairment under U.S. GAAP; defined as an operating segment or one level below an operating segment
Retirement Plans
Moody’s funded and unfunded pension plans, the healthcare plans and life insurance plans
Revenue Accounting Standard
Updates to the ASC pursuant to ASU No. 2014-09, “Revenue from Contracts with Customers (ASC Topic 606)”. This accounting guidance significantly changes the accounting framework under U.S. GAAP relating to revenue recognition and to the accounting for the deferral of incremental costs of obtaining or fulfilling a contract with a customer
RMBS
Residential mortgage-backed securities; an asset class within SFG
RMS
A global provider of climate and natural disaster risk modeling and analytics; acquired by the Company in September 2021
SEC
U.S. Securities and Exchange Commission
Securities Act
Securities Act of 1933, as amended
SFG
Structured finance group; an LOB of MIS
SG&A
Selling, general and administrative expenses
Tax Act
The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017 which significantly amends the tax code in the U.S.
For MIS, represents the initial rating of a new debt issuance as well as other one-time fees. For MIS Other, represents revenue from professional services as well as data services, research and analytical engagements. For MA, represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, training and certification services, and research and analytical engagements
U.K.
United Kingdom
U.S.
United States
USD
U.S. dollar
UTPs
Uncertain tax positions
YTD
Year-To-Date
ZM Financial Systems (ZMFS)
A provider of risk and financial management software for the U.S. banking sector; acquired by the Company in December 2020
2020 MA Strategic Reorganization Restructuring Program
Restructuring program approved by the chief executive officer of Moody’s on December 22, 2020, relating to a strategic reorganization in the MA reportable segment
2020 Real Estate Rationalization Restructuring Program
Restructuring program approved by the chief executive officer of Moody’s on July 29, 2020, primarily in response to the COVID-19 pandemic which revolves around the rationalization and exit of certain real estate leases.
2012 Senior Notes due 2022
Principal amount of $500 million, 4.50% senior unsecured notes due in September 2022
2013 Senior Notes due 2024
Principal amount of the $500 million, 4.875% senior unsecured notes due in February 2024
2014 Senior Notes due 2044
Principal amount of $600 million, 5.25% senior unsecured notes due in July 2044
2015 Senior Notes due 2027
Principal amount of €500 million, 1.75% senior unsecured notes due in March 2027
2017 Senior Notes due 2023
Principal amount of $500 million, 2.625% senior unsecured notes due January 15, 2023
2017 Senior Notes due 2028
Principal amount of $500 million, 3.250% senior unsecured notes due January 15, 2028
2018 Facility
Five-year unsecured revolving credit facility, with capacity to borrow up to $1 billion; backstops CP issued under the CP Program
2018 Senior Notes due 2029
Principal amount of $400 million, 4.25% senior unsecured notes due February 1, 2029
2018 Senior Notes due 2048
Principal amount of $400 million, 4.875% senior unsecured notes due December 17, 2048
2019 Senior Notes due 2030
Principal amount of €750 million, 0.950% senior unsecured notes due February 25, 2030
2020 Senior Notes due 2025
Principal amount of $700 million, 3.75% senior unsecured notes due March 24, 2025
2020 Senior Notes due 2050
Principal amount of $300 million, 3.25% senior unsecured notes due May 20, 2050
2020 Senior Notes due 2060
Principal amount of $500 million, 2.55% senior unsecured notes due August 18, 2060
2021 Senior Notes due 2031
Principal amount of $600 million, 2.00% senior unsecured notes due August 19, 2031
2021 Senior Notes due 2041
Principal amount of $600 million, 2.75% senior unsecured notes due August 19, 2041
(Amounts in millions, except share and per share data)
September 30, 2021
December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents
$
2,239
$
2,597
Short-term investments
104
99
Accounts receivable, net of allowance for credit losses of $35 in 2021 and $34 in 2020
1,589
1,430
Other current assets
323
383
Total current assets
4,255
4,509
Property and equipment, net of accumulated depreciation of $988 in 2021 and $928 in 2020
301
278
Operating lease right-of-use assets
451
393
Goodwill
5,898
4,556
Intangible assets, net
2,510
1,824
Deferred tax assets, net
363
334
Other assets
636
515
Total assets
$
14,414
$
12,409
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities
$
1,084
$
1,039
Current portion of operating lease liabilities
103
94
Current portion of long-term debt
507
—
Deferred revenue
1,099
1,089
Total current liabilities
2,793
2,222
Non-current portion of deferred revenue
87
98
Long-term debt
6,969
6,422
Deferred tax liabilities, net
564
404
Uncertain tax positions
492
483
Operating lease liabilities
470
427
Other liabilities
420
590
Total liabilities
11,795
10,646
Contingencies (Note 18)
Shareholders' equity:
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; no shares issued and outstanding
—
—
Series common stock, par value $0.01 per share; 10,000,000 shares authorized; no shares issued and outstanding
—
—
Common stock, par value $0.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued at September 30, 2021 and December 31, 2020, respectively.
3
3
Capital surplus
832
735
Retained earnings
12,451
11,011
Treasury stock, at cost; 157,002,502 and 155,808,563 shares of common stock at September 30, 2021 and December 31, 2020
(10,394)
(9,748)
Accumulated other comprehensive loss
(462)
(432)
Total Moody's shareholders' equity
2,430
1,569
Noncontrolling interests
189
194
Total shareholders' equity
2,619
1,763
Total liabilities, noncontrolling interests and shareholders' equity
$
14,414
$
12,409
The accompanying notes are an integral part of the condensed consolidated financial statements.
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 global integrated risk assessment firm that empowers organizations and investors to make better decisions. Moody’s reports in two reportable segments: MIS and MA.
MIS publishes credit ratings and provides assessment services 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 financial instrument pricing services in the Asia-Pacific region, revenue from providing ESG research, data and assessments and revenue from ICRA’s non-ratings operations. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment.
MA is a global provider of data and analytic solutions which help companies make better and faster decisions. MA’s analytic models, industry insights, software tools and proprietary data assets allow companies to inform and perform many critical business activities with trust and confidence. MA’s approach to aggregating, broadening and deepening available data, research, analytic tools and software solutions fosters a more integrated and efficient delivery to MA's customers resulting in better decisions around risks and opportunities.
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 2020 annual report on Form 10-K filed with the SEC on February 22, 2021. 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.
Certain reclassifications have been made to prior period amounts to conform to the current presentation.
Adoption of New Accounting Standards
On January 1, 2021, the Company adopted ASU No. 2019-04, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825 Financial Instruments.” This ASU clarifies and improves guidance related to the recently issued standards updates on credit losses, hedging, and recognition and measurement of financial instruments. The Company adopted this ASU prospectively and it did not have a material impact on the Company's current financial statements.
On January 1, 2021, the Company adopted ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." This ASU simplifies the accounting for income taxes by eliminating certain exceptions to the general principles in Topic 740, Income Taxes, and clarifies certain aspects of the existing guidance to promote consistency among reporting entities. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. The Company adopted this ASU prospectively and it did not have a material impact on the Company's current financial statements.
Recently Issued Accounting Standards
In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform - Scope,” which clarified the scope and application of the original guidance, ASU No. 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial Reporting" ("ASU No. 2020-04"), issued in March 2020. ASU No. 2020-04 provides temporary optional expedients and exceptions to the U.S. GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. Both ASU's were effective upon issuance, and the Company may elect to apply the amendments prospectively through December 31, 2022 as the transition from LIBOR is completed.
In October 2021, the FASB issued ASU 2021-08, "Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers" ("ASU No. 2021-08"). ASU No. 2021-08 will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements.
The COVID-19 pandemic has not had a material adverse impact on the Company's reported results to date and is currently not expected to have a material adverse impact on its near-term outlook. However, Moody's is unable to predict the longer-term impact that the pandemic may have on its business, future results of operations, financial position or cash flows due to numerous uncertainties.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Pursuant to a strategic reorganization in the MA operating segment which was completed in the second quarter of 2021, the Company realigned its MA reporting units used in assessing goodwill for impairment as of June 30, 2021. Accordingly, the Company revised its accounting policy for goodwill to reflect the change in MA's reporting units, which is discussed below. All other significant accounting policies described in the Form 10-K for the year ended December 31, 2020 remain unchanged. This reorganization did not result in a change to the Company's reportable segments.
Goodwill
Moody’s evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment (i.e., MIS and MA), or one level below an operating segment (i.e., a component of an operating segment), annually as of July 31 or more frequently if impairment indicators arise in accordance with ASC Topic 350.
The Company evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made based on the qualitative factors that an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be quantitatively determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company will record a goodwill impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value.
The Company evaluates its reporting units on an annual basis, or more frequently if there are changes in the reporting structure of the Company due to acquisitions, reporting unit realignments or if there are indicators of potential impairment. For the reporting units where the Company is consistently able to conclude that no impairment exists using only a qualitative approach, the Company’s accounting policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years. Goodwill is assigned to a reporting unit at the date when an acquisition is integrated into one of the established reporting units, and is based on which reporting unit is expected to benefit from the synergies of the acquisition.
Prior to the second quarter of 2021, MA's reporting unit structure consisted of five reporting units (Content, ERS, MALS, Bureau van Dijk and Reis). Pursuant to a strategic reorganization in the MA segment which was completed in the second quarter of 2021, MA's reporting unit structure has been reorganized into two reporting units. MA’s two new reporting units generally consist of: i) businesses offering data and data-driven analytical solutions; and ii) risk-management software, workflow and CRE solutions.
The Company performed qualitative assessments of the reporting units impacted by the reorganization immediately before and after the reorganization became effective. These qualitative assessments resulted in the Company determining that it was not more likely than not that the fair value of any reporting unit was less than its carrying amount.
The Company performed a quantitative assessment on the new reporting units as of July 31, 2021, the date of the Company’s annual goodwill impairment assessment. This quantitative assessment provided new baseline valuations under the new reporting unit structure and did not result in any impairment of goodwill.
The following table presents the Company’s revenues disaggregated by LOB:
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
MIS:
Corporate finance (CFG)
Investment-grade
$
105
$
141
$
341
$
576
High-yield
82
101
347
275
Bank loans
145
73
482
205
Other accounts (1)
156
146
473
430
Total CFG
488
461
1,643
1,486
Financial institutions (FIG)
Banking
105
95
315
269
Insurance
38
31
114
105
Managed investments
8
6
29
20
Other accounts
2
2
7
7
Total FIG
153
134
465
401
Public, project and infrastructure finance (PPIF)
Public finance / sovereign
61
71
191
192
Project and infrastructure
69
62
212
183
Total PPIF
130
133
403
375
Structured finance (SFG)
Asset-backed securities
29
25
88
70
RMBS
31
24
89
74
CMBS
26
15
73
45
Structured credit
57
24
148
74
Other accounts
—
—
1
2
Total SFG
143
88
399
265
Total ratings revenue
914
816
2,910
2,527
MIS Other
11
9
31
30
Total external revenue
925
825
2,941
2,557
Intersegment revenue
42
38
124
110
Total MIS
967
863
3,065
2,667
MA:
Research, data and analytics (RD&A)
445
386
1,299
1,110
Enterprise risk solutions (ERS)
156
145
439
414
Total external revenue
601
531
1,738
1,524
Intersegment revenue
2
1
6
5
Total MA
603
532
1,744
1,529
Eliminations
(44)
(39)
(130)
(115)
Total MCO
$
1,526
$
1,356
$
4,679
$
4,081
(1) Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.
The following tables summarize the split between transaction and recurring revenue. In the MIS segment, excluding MIS Other, transaction revenue represents the initial rating of a new debt issuance as well as other one-time fees while recurring revenue represents the recurring monitoring fees 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, transaction revenue represents revenue from professional services and recurring revenue represents subscription-based revenues. In the MA segment, recurring revenue represents subscription-based revenues and software maintenance revenue. Transaction revenue in MA represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, and training and certification services.
Three Months Ended September 30,
2021
2020
Transaction
Recurring
Total
Transaction
Recurring
Total
Corporate Finance
$
366
$
122
$
488
$
347
$
114
$
461
75
%
25
%
100
%
75
%
25
%
100
%
Financial Institutions
$
83
$
70
$
153
$
67
$
67
$
134
54
%
46
%
100
%
50
%
50
%
100
%
Public, Project and Infrastructure Finance
$
88
$
42
$
130
$
92
$
41
$
133
68
%
32
%
100
%
69
%
31
%
100
%
Structured Finance
$
93
$
50
$
143
$
41
$
47
$
88
65
%
35
%
100
%
47
%
53
%
100
%
MIS Other
$
1
$
10
$
11
$
1
$
8
$
9
9
%
91
%
100
%
11
%
89
%
100
%
Total MIS
$
631
$
294
$
925
$
548
$
277
$
825
68
%
32
%
100
%
66
%
34
%
100
%
Research, data and analytics
$
21
$
424
$
445
$
19
$
367
$
386
5
%
95
%
100
%
5
%
95
%
100
%
Enterprise risk solutions
$
15
$
141
$
156
$
32
$
113
$
145
10
%
90
%
100
%
22
%
78
%
100
%
Total MA
$
36
(1)
$
565
$
601
$
51
$
480
$
531
6
%
94
%
100
%
10
%
90
%
100
%
Total Moody's Corporation
$
667
$
859
$
1,526
$
599
$
757
$
1,356
44
%
56
%
100
%
44
%
56
%
100
%
Nine Months Ended September 30,
2021
2020
Transaction
Recurring
Total
Transaction
Recurring
Total
Corporate Finance
$
1,280
$
363
$
1,643
$
1,142
$
344
$
1,486
78
%
22
%
100
%
77
%
23
%
100
%
Financial Institutions
$
252
$
213
$
465
$
203
$
198
$
401
54
%
46
%
100
%
51
%
49
%
100
%
Public, Project and Infrastructure Finance
$
276
$
127
$
403
$
257
$
118
$
375
68
%
32
%
100
%
69
%
31
%
100
%
Structured Finance
$
251
$
148
$
399
$
126
$
139
$
265
63
%
37
%
100
%
48
%
52
%
100
%
MIS Other
$
3
$
28
$
31
$
3
$
27
$
30
10
%
90
%
100
%
10
%
90
%
100
%
Total MIS
$
2,062
$
879
$
2,941
$
1,731
$
826
$
2,557
70
%
30
%
100
%
68
%
32
%
100
%
Research, data and analytics
$
63
$
1,236
$
1,299
$
53
$
1,057
$
1,110
5
%
95
%
100
%
5
%
95
%
100
%
Enterprise risk solutions
$
54
$
385
$
439
$
90
$
324
$
414
12
%
88
%
100
%
22
%
78
%
100
%
Total MA
$
117
(1)
$
1,621
$
1,738
$
143
$
1,381
$
1,524
7
%
93
%
100
%
9
%
91
%
100
%
Total Moody's Corporation
$
2,179
$
2,500
$
4,679
$
1,874
$
2,207
$
4,081
47
%
53
%
100
%
46
%
54
%
100
%
(1) Revenue from software implementation services and risk management advisory projects, while classified by management as transactional revenue, is recognized over time under the Revenue Accounting Standard (please also refer to the following table).
The following table presents the timing of revenue recognition:
Three Months Ended September 30, 2021
Nine Months Ended September 30, 2021
MIS
MA
Total
MIS
MA
Total
Revenue recognized at a point in time
$
631
$
29
$
660
$
2,062
$
78
$
2,140
Revenue recognized over time
294
572
866
879
1,660
2,539
Total
$
925
$
601
$
1,526
$
2,941
$
1,738
$
4,679
Three Months Ended September 30, 2020
Nine Months Ended September 30, 2020
MIS
MA
Total
MIS
MA
Total
Revenue recognized at a point in time
$
548
$
30
$
578
$
1,731
$
89
$
1,820
Revenue recognized over time
277
501
778
826
1,435
2,261
Total
$
825
$
531
$
1,356
$
2,557
$
1,524
$
4,081
Unbilled receivables, deferred revenue and remaining performance obligations
Unbilled receivables
At September 30, 2021 and December 31, 2020, accounts receivable, net included $425 million and $361 million, respectively, of unbilled receivables, net related to the MIS segment. Certain MIS arrangements contain contractual terms whereby the customers are billed in arrears for annual monitoring services, requiring revenue to be accrued as an unbilled receivable as such services are provided.
In addition, for certain MA arrangements, the timing of when the Company has the unconditional right to consideration and recognizes revenue occurs prior to invoicing the customer. Consequently, at September 30, 2021 and December 31, 2020, accounts receivable, net included $128 million and $98 million, respectively, of unbilled receivables, net related to the MA segment.
Deferred revenue
The Company recognizes deferred revenue when a contract requires a customer to pay consideration to the Company in advance of when revenue related to that contract is recognized. This deferred revenue is relieved when the Company satisfies the related performance obligation and revenue is recognized.
Significant changes in the deferred revenue balances during the three and nine months ended September 30, 2021 and 2020 are as follows:
Three Months Ended September 30, 2021
Three Months Ended September 30, 2020
MIS
MA
Total
MIS
MA
Total
Balance at June 30,
$
368
$
867
$
1,235
$
365
$
740
$
1,105
Changes in deferred revenue
Revenue recognized that was included in the deferred revenue balance at the beginning of the period
(118)
(484)
(602)
(118)
(347)
(465)
Increases due to amounts billable excluding amounts recognized as revenue during the period
Revenue recognized that was included in the deferred revenue balance at the beginning of the period
(200)
(814)
(1,014)
(207)
(781)
(988)
Increases due to amounts billable excluding amounts recognized as revenue during the period
224
713
937
219
607
826
Increases due to acquisitions during the period
—
93
93
—
20
20
Effect of exchange rate changes
(4)
(13)
(17)
1
(1)
—
Total changes in deferred revenue
20
(21)
(1)
13
(155)
(142)
Balance at September 30,
$
333
$
853
$
1,186
$
335
$
685
$
1,020
Deferred revenue - current
$
247
$
852
$
1,099
$
237
$
681
918
Deferred revenue - non-current
$
86
$
1
$
87
$
98
$
4
102
For the MIS segment, the changes in the deferred revenue balance during the three and nine months ended September 30, 2021 were primarily related to the significant portion of contract renewals that occur during the first quarter of each year and are generally recognized over a one-year period.
For the MA segment, the decrease in deferred revenue for the three months ended September 30, 2021 was primarily due to the recognition of annual subscription and maintenance billings from December 2020 and January 2021. For the nine months ended September 30, 2021, the decrease in the deferred revenue balance is attributable to recognition of revenues related to the aforementioned December 2020 billings being partially offset by the impact of the high concentration of January 2021 billings.
Remaining performance obligations
Remaining performance obligations in the MIS segment largely reflect deferred revenue related to monitoring fees for certain structured finance products, primarily CMBS, where the issuers can elect to pay the monitoring fees for the life of the security in advance. As of September 30, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $120 million. The Company expects to recognize into revenue approximately 20% of this balance within one year, approximately 50% of this balance between one to five years and the remaining amount thereafter. With respect to the remaining performance obligations for the MIS segment, the Company has applied a practical expedient set forth in ASC Topic 606 permitting the omission from the amounts stated above relating to unsatisfied performance obligations for contracts with an original expected length of one year or less.
Remaining performance obligations in the MA segment include both amounts recorded as deferred revenue on the balance sheet as of September 30, 2021 as well as amounts not yet invoiced to customers as of September 30, 2021, largely reflecting future revenue related to signed multi-year arrangements for hosted and installed subscription-based products. As of September 30, 2021, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $2.7 billion. The Company expects to recognize into revenue approximately 65% of this balance within one year, approximately 25% of this balance between one to two years and the remaining amount thereafter.
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 September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Stock-based compensation cost
$
41
$
38
$
127
$
110
Tax benefit
$
8
$
8
$
29
$
22
On September 15, 2021, the Company acquired RMS, which is discussed in more detail in Note 8. As part of the acquisition, certain RMS employees' unvested equity awards (employee stock options and restricted stock) with an acquisition-date fair value of $32 million were converted into equity awards of the Company based on an exchange ratio as defined in the purchase agreement. The portion of the fair value of the replacement awards related to services provided prior to the acquisition was $5 million and was accounted for as consideration transferred (See Note 8). The remaining portion of the replacement awards of $27 million, which is associated with a future service requirement, will be recognized as compensation expense over the remaining vesting period. Moody's has reserved 1.2 million shares of the Company's common stock for issuance under the acquired RMS equity compensation plans.
During the first nine months of 2021, the Company granted 0.2 million employee stock options (including RMS replacement option awards), which had a weighted average grant date fair value of $113.91 per share. The Company also granted 0.6 million shares of restricted stock in the first nine months of 2021 (including RMS replacement restricted stock awards), which had a weighted average grant date fair value of $286.08 per share. Both the employee stock options and restricted stock generally vest ratably over four years. Additionally, the Company granted 0.1 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 three years. The weighted average grant date fair value of these awards was $269.88 per share.
The following weighted average assumptions were used in determining the fair value using the Black-Scholes option-pricing model for options granted in 2021 (excluding the aforementioned RMS replacement awards):
Expected dividend yield
0.89
%
Expected stock volatility
28
%
Risk-free interest rate
0.81 %
Expected holding period
5.6 years
Due to the RMS replacement option awards being heavily in-the-money at the acquisition date, the Company utilized a binomial valuation approach to determine the fair value of the options, which approximated the intrinsic value of the replaced awards at the acquisition date.
Unrecognized stock-based compensation expense at September 30, 2021 was $25 million and $211 million for stock options and unvested restricted stock, respectively, which is expected to be recognized over a weighted average period of 2.3 years and 2.5 years, respectively. Additionally, there was $35 million of unrecognized stock-based compensation expense relating to the aforementioned non-market-based performance-based awards, which is expected to be recognized over a weighted average period of 2.0 years.
Moody’s effective tax rate was 23.4% and 22.0% for the three months ended September 30, 2021 and 2020, respectively and 20.2% and 20.0% for the nine months ended September 30, 2021 and 2020. The Company’s year-to-date tax expense differs from the tax computed by applying its estimated annual effective tax rate to the year-to-date pre-tax earnings primarily due to Excess Tax Benefits from stock-based compensation of $29 million and net reductions in UTPs of $66 million related to a settlement and a lapse of a statute of limitations.
The Company classifies interest related to UTPs in interest expense, net in its consolidated statements of operations. Penalties, if incurred, would be recognized in other non-operating (expense) income, net. The Company had an increase in its UTPs of $85 million ($84 million net of federal tax) during the third quarter of 2021 and an increase in its UTPs of $9 million ($17 million, net of federal tax) during the first nine months of 2021. The increase in both periods included UTPs assumed in the acquisition of RMS. The increase in the year-to-date period was partially offset by a tax settlement and a statute of limitation lapse in the first quarter of 2021. The Company also reversed $40 million in accrued interest in connection with these matters in the first quarter of 2021.
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 2017 and 2018 are currently under examination and 2019 through 2020 remain open to examination. The Company’s New York State tax returns for 2017 through 2018 are currently under examination and New York City tax returns for 2014 through 2017 are currently under examination.
For ongoing audits, it is possible the balance of UTPs 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 tax benefits. It is also possible that new issues might be raised by tax authorities which could necessitate increases to the balance of UTPs. 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 UTPs 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 UTPs.
The following table shows the amount the Company paid for income taxes:
Nine Months Ended September 30,
2021
2020
Income taxes paid
$
501
$
374
NOTE 6. WEIGHTED AVERAGE SHARES OUTSTANDING
Below is a reconciliation of basic to diluted shares outstanding:
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Basic
186.0
187.8
186.6
187.6
Dilutive effect of shares issuable under stock-based compensation plans
1.3
1.5
1.4
1.7
Diluted
187.3
189.3
188.0
189.3
Anti-dilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above
0.1
0.3
0.2
0.3
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 September 30, 2021 and 2020.
The table below provides additional information on the Company’s cash equivalents and investments:
As of September 30, 2021
Balance sheet location
Cost
Gains/(Losses)
Fair Value
Cash and cash equivalents
Short-term investments
Other assets
Certificates of deposit and money market deposit accounts (1)
$
1,004
$
—
$
1,004
$
891
$
104
$
9
Mutual funds
$
50
$
8
$
58
$
—
$
—
$
58
As of December 31, 2020
Balance sheet location
Cost
Gains/(Losses)
Fair Value
Cash and cash equivalents
Short-term investments
Other assets
Certificates of deposit and money market deposit accounts (1)
$
1,430
$
—
$
1,430
$
1,325
$
99
$
6
Mutual funds
$
54
$
6
$
60
$
—
$
—
$
60
(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 12 months at both September 30, 2021 and December 31, 2020. The remaining contractual maturities for the certificates of deposits classified in other assets are 13 months to 24 months at September 30, 2021 and 13 months to 23 months at December 31, 2020. Time deposits with a maturity of less than 90 days at time of purchase are classified as cash and cash equivalents.
In addition, the Company invested in Corporate-Owned Life Insurance (COLI) in the first quarter of 2020. As of September 30, 2021 and December 31, 2020, the contract value of the COLI was $35 million and $17 million, respectively.
NOTE 8. 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. Goodwill typically results through expected synergies from combining operations of an acquiree and an acquirer, anticipated new customer acquisition and products, as well as from intangible assets that do not qualify for separate recognition.
RMS
On September 15, 2021, the Company acquired 100% of RMS, a global provider of climate and natural disaster risk modeling and analytics. The cash payment was funded with new debt financing and a combination of U.S. and offshore cash on hand. The acquisition will expand Moody’s insurance data and analytics business and accelerate the development of the Company’s global integrated risk capabilities to address the next generation of risk assessment.
The table below details the total consideration relating to the acquisition:
Shown below is the preliminary purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:
Cash
$
60
Accounts receivable
38
Other current assets
11
Property and equipment, net
13
Operating lease right-of-use assets
64
Intangible assets:
Customer relationships (23 year useful life)
523
Product technology (7 year useful life)
212
Trade name (9 year useful life)
49
Total intangible assets (18 year weighted average useful life)
784
Goodwill
1,389
Deferred tax assets, net
46
Other assets
92
Liabilities:
Accounts payable and accrued liabilities
(101)
Deferred revenue
(89)
Operating lease liabilities
(68)
Deferred tax liabilities, net
(213)
Uncertain tax positions
(90)
Total liabilities
(561)
Net assets acquired
$
1,936
The Company has performed a preliminary valuation analysis of the fair market value of assets and liabilities of the RMS business. The final purchase price allocation will be determined when the Company has completed and fully reviewed all information necessary to finalize the fair value of the acquired assets and liabilities, including deferred revenue. The final allocation could differ materially from the preliminary allocation. The final allocation may include changes in allocations to acquired intangible assets (including estimated useful lives of these assets) as well as goodwill and other changes to assets and liabilities including reserves for UTPs and deferred tax liabilities.
Goodwill
The goodwill recognized as a result of this acquisition includes, among other things, the value of combining the complementary product portfolios of Moody's and RMS, which is expected to extend the Company's reach into new market segments. The goodwill also includes the combined company's ability to accelerate technology innovations into new product adjacencies (leveraging RMS's team of data scientists, modelers and software engineers) as well as combining RMS's products with Moody’s core data and analytics offerings to provide holistic integrated risk solutions.
Goodwill, of which $1,299 million and $90 million has been assigned to the MA and MIS segments, respectively, is not deductible for tax purposes. The amount of goodwill allocated to the MIS segment relates to the integration of certain of RMS's models/processes into the Company's ESG solutions offerings.
Other assets in the table above includes an indemnification asset of $88 million related to uncertain tax positions assumed in the transaction, for which the Company expects to be indemnified by the sellers in the event of an unfavorable outcome.
Transaction costs
Transaction costs directly related to the RMS acquisition were $22 million and were recorded in SG&A expenses in the statement of operations.
Supplementary Unaudited Pro Forma Information
Supplemental information on an unaudited pro forma basis is presented below for the nine months ended September 30, 2021 and 2020 as if the acquisition of RMS occurred on January 1, 2020. The pro forma financial information is presented for comparative purposes only, based on certain estimates and assumptions, which the Company believes to be reasonable but not necessarily indicative of future results of operations or the results that would have been reported if the acquisition had been completed at January 1, 2020. The unaudited pro forma information includes amortization of acquired intangible assets, based on the preliminary purchase price allocation and an estimate of useful lives reflected above, and incremental financing costs resulting from the acquisition, net of income tax, which was estimated using the weighted average statutory tax rates in effect in the jurisdiction for which the pro forma adjustment relates.
The unaudited pro forma results do not include any anticipated cost savings or other effects of the planned integration of RMS. Accordingly, the pro forma results above are not necessarily indicative of the results that would have been reported if the acquisition had occurred on the dates indicated, nor are the pro forma results indicative of results which may occur in the future. The RMS results included in the above have been converted to U.S. GAAP from IFRS as issued by the IASB and have been translated to USD at rates in effect for the periods presented. The RMS amounts in the pro forma results include an addition to revenue of approximately $3 million and a reduction to revenue of approximately $21 million relating to a fair value adjustment to deferred revenue required as part of acquisition accounting for the nine months ended September 30, 2021 and 2020, respectively.
The following acquisitions occurred prior to the third quarter 2021 and the Company has not presented pro forma combined results for these acquisitions because the impact on previously reported statements of operations would not have been material. Additionally, the near term impact to the Company’s operations and cash flows is not material.
Cortera
On March 19, 2021, the Company acquired 100% of Cortera, a provider of North American credit data and workflow solutions.
The table below details the total consideration relating to the acquisition:
Cash paid at closing
$
138
Additional consideration paid to sellers in 2021 (1)
1
Total consideration
$
139
(1) Represents additional consideration paid to the sellers following finalization of customary post-closing completion adjustments.
Shown below is the preliminary purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:
Current assets
$
7
Intangible assets:
Database (10 year useful life)
$
38
Customer relationships (18 year useful life)
9
Product technology (8 year useful life)
9
Trade name (5 year useful life)
1
Total intangible assets (11 year weighted average useful life)
57
Goodwill(1)
79
Deferred tax assets(1)
16
Other assets
2
Liabilities:
Accounts payable and accrued liabilities
$
(1)
Deferred revenue
(4)
Deferred tax liabilities
(15)
Other liabilities
(2)
Total liabilities
(22)
Net assets acquired
$
139
(1) During the third quarter of 2021, the Company received further information, that existed as of the acquisition date, with respect to Cortera’s deferred taxes. Accordingly, the Company recorded a measurement period adjustment of $16 million to its preliminary estimate for deferred tax assets.
The Company has performed a preliminary valuation analysis of the fair market value of assets and liabilities of the Cortera business. The final purchase price allocation will be determined when the Company has completed and fully reviewed the detailed valuations. The final allocation could differ materially from the preliminary allocation. The final allocation may include changes in allocations to acquired intangible assets as well as goodwill and other changes to assets and liabilities including reserves for UTPs and deferred tax liabilities. The estimated useful lives of acquired intangibles assets are also preliminary.
Current assets in the table above include acquired cash of $4 million and accounts receivable of approximately $2 million.
Goodwill
The goodwill recognized as a result of this acquisition includes, among other things, the value of combining the complementary risk assessment products of the Company and Cortera, which is expected to extend the Company’s reach to new and evolving market segments as well as cost savings synergies, expected new customer acquisitions and products.
Goodwill, which has been assigned to the MA segment, is not deductible for tax purposes.
Transaction costs
Transaction costs directly related to the Cortera acquisition were not material.
RDC
On February 13, 2020, the Company acquired 100% of RDC, a provider of anti-money laundering and know-your-customer data and due diligence services.
The table below details the total consideration relating to the acquisition:
Cash paid at closing
$
700
Additional consideration paid to sellers in 2020 (1)
2
Total consideration
$
702
(1) Represents additional consideration paid to the sellers following finalization of customary post-closing completion adjustments.
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
$
24
Intangible assets:
Customer relationships (25 year useful life)
$
174
Database (10 year useful life)
86
Product technology (4 year useful life)
17
Trade name (3 year useful life)
3
Total intangible assets (19 year weighted average life)
280
Goodwill
494
Other assets
2
Liabilities:
Accounts payable and accrued liabilities
$
(5)
Deferred revenue
(20)
Deferred tax liabilities
(71)
Other liabilities
(2)
Total liabilities
(98)
Net assets acquired
$
702
Current assets in the table above include acquired cash of $6 million and accounts receivable of approximately $14 million.
Goodwill
The goodwill recognized as a result of this acquisition includes, among other things, the value of combining the complementary product portfolios of the Company and RDC, which is expected to extend the Company’s reach to new and evolving market segments as well as cost savings synergies, expected new customer acquisitions and products.
Goodwill, which has been assigned to the MA segment, is not deductible for tax purposes.
Transaction costs
Transaction costs directly related to the RDC acquisition were not material.
NOTE 9. 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:
Fair Value Hedges
Interest Rate Swaps
The Company has entered into interest rate swaps to convert the fixed interest rate on certain of its long-term debt to a floating interest rate based on the 3-month LIBOR and 6-month LIBOR. The purpose of these hedges is to mitigate the risk associated with changes in the fair value of the long-term debt, 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 debt. The changes in the fair value of the swaps and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest expense, net in the Company’s consolidated statements of operations.
The following table summarizes the Company’s interest rate swaps designated as fair value hedges:
Notional Amount
Hedged Item
Nature of Swap
As of
September 30, 2021
As of
December 31, 2020
Floating Interest Rate
2012 Senior Notes due 2022
Pay Floating/Receive Fixed
$
330
$
330
3-month USD LIBOR
2017 Senior Notes due 2023
Pay Floating/Receive Fixed
$
250
$
250
3-month USD LIBOR
2017 Senior Notes due 2028
Pay Floating/Receive Fixed
$
500
$
500
3-month USD LIBOR
2020 Senior Notes due 2025
Pay Floating/Receive Fixed
$
300
$
300
6-month USD LIBOR
2014 Senior Notes due 2044
Pay Floating/Receive Fixed
$
300
$
—
3-month USD LIBOR
2018 Senior Notes due 2048
Pay Floating/Receive Fixed
$
300
$
—
3-month USD LIBOR
Total
$
1,980
$
1,380
Refer to Note 16 for information on the cumulative amount of fair value hedging adjustments included in the carrying amount of the above hedged items.
The following table summarizes the impact to the statements of operations of the Company’s interest rate swaps designated as fair value hedges:
Total amounts of financial statement line item presented in the statements of operations in which the effects of fair value hedges are recorded
Amount of income/(loss) recognized in the consolidated statements of operations
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Interest expense, net
$
(53)
$
(53)
$
(109)
$
(153)
Descriptions
Location on Consolidated Statements of Operations
Net interest settlements and accruals on interest rate swaps
Interest expense, net
$
6
$
6
$
17
$
14
Fair value changes on interest rate swaps
Interest expense, net
$
(16)
$
(7)
$
(40)
$
53
Fair value changes on hedged debt
Interest expense, net
$
16
$
7
$
40
$
(53)
Net investment hedges
Debt designated as net investment hedges
The Company has designated €500 million of the 2015 Senior Notes Due 2027 and €750 million of the 2019 Senior Notes due 2030 as net investment hedges to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD exchange rates. These hedges are designated as accounting hedges under the applicable sections of ASC Topic 815 and will end upon the repayment of the notes in 2027 and 2030, respectively, unless terminated early at the discretion of the Company.
Cross currency swaps designated as net investment hedges
The Company enters into cross-currency swaps to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD exchange rates. The following table provides information on the cross-currency swaps designated as net investment hedges under ASC Topic 815:
September 30, 2021
Pay
Receive
Nature of Swap
Notional Amount
Weighted Average Interest Rate
Notional Amount
Weighted Average Interest Rate
Pay Fixed/Receive Fixed
€
1,060
2.15%
$
1,220
4.45%
Pay Floating/Receive Floating
1,466
Based on 3-month EURIBOR
1,680
Based on 3-month USD LIBOR
Total
€
2,526
$
2,900
December 31, 2020
Pay
Receive
Nature of Swap
Notional Amount
Weighted Average Interest Rate
Notional Amount
Weighted Average Interest Rate
Pay Fixed/Receive Fixed
€
1,079
1.43%
$
1,220
3.96%
Pay Floating/Receive Floating
959
Based on 3-month EURIBOR
1,080
Based on 3-month USD LIBOR
Total
€
2,038
$
2,300
As of September 30, 2021 these hedges will expire and the notional amounts will be settled as follows unless terminated early at the discretion of the Company:
Years Ending December 31,
2022
€
438
2023
€
442
2024
€
443
2026
€
450
2027
€
246
2028
€
507
Total
€
2,526
Forward contracts designated as net investment hedges
The Company also entered into forward contracts to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD and GBP/euro exchange rates. The following table summarizes the notional amounts of the Company's outstanding forward contracts that were designated as net investment hedges:
Notional amount of net investment hedges
September 30, 2021
December 31, 2020
Sell
Buy
Sell
Buy
Contract to sell EUR for USD
€
—
$
—
€
524
$
627
Contract to sell GBP for EUR
£
—
€
—
£
134
€
148
These forward contracts expired in August 2021.
Cash Flow Hedges
Interest Rate Forward Contracts
In January 2020, the Company entered into $300 million notional amount treasury rate locks with an average locked-in U.S. 30-year Treasury rate of 2.0103%, which were designated as cash flow hedges and used to manage the Company’s interest rate risk during the period prior to an anticipated issuance of 30-year debt. The treasury lock interest rate forward contracts matured on April 30, 2020, resulting in a cumulative loss of $68 million, which was recognized in AOCL. The loss on the Treasury rate lock will be reclassified from AOCL to earnings in the same period that the hedged transaction (i.e. interest payments on the 3.25% 2020 Senior Notes, due 2050) impacts earnings.
The cumulative amount of net investment hedge and cash flow hedge gains (losses) remaining in AOCL is as follows:
Cumulative Gains/(Losses), net of tax
September 30, 2021
December 31, 2020
Net investment hedges
Cross currency swaps
$
(26)
$
(124)
FX forwards
29
12
Long-term debt
(47)
(108)
Total net investment hedges
$
(44)
$
(220)
Cash flow hedges
Interest rate contracts
$
(49)
$
(51)
Cross currency swaps
2
2
Total cash flow hedges
(47)
(49)
Total net loss in AOCL
$
(91)
$
(269)
Derivatives not designated as accounting hedges:
Foreign exchange forwards
The Company also enters into foreign exchange forward contracts 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 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 January 2022.
The following table summarizes the notional amounts of the Company’s outstanding foreign exchange forwards:
September 30, 2021
December 31, 2020
Notional amount of currency pair:
Sell
Buy
Sell
Buy
Contracts to sell USD for GBP
$
190
£
138
$
295
£
222
Contracts to sell USD for Japanese yen
$
18
¥
2,000
$
15
¥
1,600
Contracts to sell USD for Canadian dollars
$
120
C$
150
$
107
C$
140
Contracts to sell USD for Singapore dollars
$
66
S$
90
$
59
S$
79
Contracts to sell USD for euros
$
282
€
240
$
447
€
376
Contracts to sell Euros for GBP
€
—
£
—
€
135
£
121
Contracts to sell USD for Russian ruble
$
13
₽
1,000
$
13
₽
1,000
Contracts to sell USD for Indian rupee
$
18
₹
1,350
$
18
₹
1,350
NOTE: € = euro, £ = British pound, $ = U.S. dollar, ¥ = Japanese yen, C$ = Canadian dollar, S$= Singapore dollars,₽= Russian ruble, ₹= Indian rupee
The following table summarizes the impact to the consolidated statements of operations relating to the net losses on the Company’s derivatives which are not designated as hedging instruments:
Derivatives not designated as accounting hedges
Location on Consolidated Statements of Operations
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Foreign exchange forwards
Other non-operating income, net
$
(18)
$
36
$
(25)
$
1
Foreign exchange forwards relating to RMS acquisition(1)
Other non-operating income, net
$
(13)
$
—
$
(13)
$
—
(1) The Company entered into a forward contract to sell $1,675 million for €1,200 to hedge a portion of the GBP denominated RMS purchase price. The contract was terminated on September 14, 2021 and resulted in a $13 million loss.
The table below shows the classification between assets and liabilities on the Company’s consolidated balance sheets for the fair value of the derivative instrument as well as the carrying value of its non-derivative debt instruments designated and qualifying as net investment hedges:
Derivative and Non-Derivative Instruments
Balance Sheet Location
September 30, 2021
December 31, 2020
Assets:
Derivatives designated as accounting hedges:
Cross-currency swaps designated as net investment hedges
Other current assets
$
2
$
—
Cross-currency swaps designated as net investment hedges
Other assets
26
—
Interest rate swaps designated as fair value hedges
Other current assets
8
—
Interest rate swaps designated as fair value hedges
Other assets
23
57
Total derivatives designated as accounting hedges
59
57
Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilities
Other current assets
—
31
Total assets
$
59
$
88
Liabilities:
Derivatives designated as accounting hedges:
FX forwards designated as net investment hedges
Accounts payable and accrued liabilities
$
—
$
16
Cross-currency swaps designated as net investment hedges
Accounts payable and accrued liabilities
7
23
Cross-currency swaps designated as net investment hedges
Other liabilities
32
144
Interest rate swaps designated as fair value hedges
NOTE 10. GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS
The following table summarizes the activity in goodwill for the periods indicated:
Nine Months Ended September 30, 2021
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
$
311
$
—
$
311
$
4,257
$
(12)
$
4,245
$
4,568
$
(12)
$
4,556
Additions/
adjustments (1)
90
—
90
1,388
—
1,388
1,478
—
1,478
Foreign currency translation adjustments
(5)
—
(5)
(131)
—
(131)
(136)
—
(136)
Ending balance
$
396
$
—
$
396
$
5,514
$
(12)
$
5,502
$
5,910
$
(12)
$
5,898
Year Ended December 31, 2020
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
$
315
$
—
$
315
$
3,419
$
(12)
$
3,407
$
3,734
$
(12)
$
3,722
Additions/
adjustments (2)
(2)
—
(2)
628
—
628
626
—
626
Foreign currency translation adjustments
(2)
—
(2)
210
—
210
208
—
208
Ending balance
$
311
$
—
$
311
$
4,257
$
(12)
$
4,245
$
4,568
$
(12)
$
4,556
(1) The 2021 additions/adjustments for the MA segment in the table above primarily relate to the acquisition of Cortera and RMS. The 2021 additions/adjustments for the MIS segment relate to certain revenue synergies from the RMS acquisition that are expected to benefit the ESG solutions group within the MIS Other LOB.
(2) The 2020 additions/adjustments for the MA segment in the table above relate to the acquisitions of RDC, AM, ZMFS, and Catylist.
Acquired intangible assets and related amortization consisted of:
September 30, 2021
December 31, 2020
Customer relationships
$
2,108
$
1,623
Accumulated amortization
(360)
(313)
Net customer relationships
1,748
1,310
Software/product technology
654
441
Accumulated amortization
(203)
(177)
Net software/product technology
451
264
Database
180
144
Accumulated amortization
(42)
(29)
Net database
138
115
Trade names
207
161
Accumulated amortization
(44)
(38)
Net trade names
163
123
Other (1)
54
55
Accumulated amortization
(44)
(43)
Net other
10
12
Total acquired intangible assets, net
$
2,510
$
1,824
(1) Other intangible assets primarily consist of trade secrets, covenants not to compete, and acquired ratings methodologies and models.
Amortization expense relating to acquired intangible assets is as follows:
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Amortization expense
$
37
$
31
$
108
$
90
Estimated future amortization expense for acquired intangible assets subject to amortization is as follows:
Year Ending December 31,
2021 (After September 30,)
$
49
2022
194
2023
191
2024
187
2025
182
Thereafter
1,707
Total estimated future amortization
$
2,510
Matters concerning the ICRA reporting unit
ICRA has reported various matters relating to: (i) an adjudication order and fine imposed by the Securities and Exchange Board of India (SEBI) in connection with credit ratings assigned to one of ICRA’s customers and the customer’s subsidiaries, which are being appealed by ICRA; (ii) an increase in the original fine, which also is being appealed by ICRA; (iii) the completion of internal examinations regarding various anonymous complaints; and (iv) actions taken by ICRA’s board based on the examinations’ findings. As of the date of this quarterly report on Form 10-Q, the Company is unable to estimate the financial impact, if any, that may result from a potential unfavorable conclusion of these matters or any other ICRA inquiry. An unfavorable resolution of such matters may negatively impact ICRA’s future operating results, which could result in an impairment of goodwill and amortizable intangible assets in future quarters.
On July 29, 2020, the chief executive officer of Moody’s approved a restructuring program (the “2020 Real Estate Rationalization Restructuring Program”) primarily in response to the COVID-19 pandemic which revolves around the rationalization and exit of certain real estate leases. The exit from certain leased office space began in the third quarter of 2020 and was substantially completed at December 31, 2020. The 2020 Restructuring Program primarily reflects non-cash charges related to the impairment of operating lease right-of-use assets and leasehold improvements. The 2020 Restructuring Program is expected to result in an estimated annualized savings of approximately $5 to $6 million a year.
On December 22, 2020, the chief executive officer of Moody’s approved a restructuring program (the “2020 MA Strategic Reorganization Restructuring Program”) that the Company estimates will result in annualized savings of $20 million per year. This program relates to a strategic reorganization in the MA reportable segment consisting of severance and related costs primarily determined under the Company’s existing severance plans. The 2020 MA Strategic Reorganization Restructuring Program resulted in a total of $20 million in pre-tax charges and was substantially complete at June 30, 2021. Cash outlays associated with this program are expected to be $20 million, which will be paid through 2022.
Total expense included in the accompanying consolidated statements of operations relating to the aforementioned restructuring program is below:
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
2018 Restructuring Program
$
—
$
—
$
—
$
(3)
2020 Real Estate Rationalization Restructuring Program
—
23
—
23
2020 MA Strategic Reorganization Restructuring Program
—
—
2
—
Total Restructuring
$
—
$
23
$
2
$
20
Changes to the restructuring liability for the aforementioned restructuring program during the first nine months of 2021 were as follows:
Employee Termination Costs
Balance as of December 31, 2020
$
18
2020 MA Strategic Reorganization Restructuring Program:
Cost incurred and adjustments
2
Cash payments and adjustments
(12)
Balance as of September 30, 2021
$
8
Cumulative expense incurred to date
2020 Real Estate Rationalization Restructuring Program
$
36
2020 MA Strategic Reorganization Restructuring Program
The table below presents information about items that are carried at fair value at September 30, 2021 and December 31, 2020:
Fair value Measurement as of September 30, 2021
Description
Balance
Level 1
Level 2
Assets:
Derivatives (1)
$
59
$
—
$
59
Mutual funds
58
58
—
Total
$
117
$
58
$
59
Liabilities:
Derivatives (1)
$
63
$
—
$
63
Total
$
63
$
—
$
63
Fair value Measurement as of December 31, 2020
Description
Balance
Level 1
Level 2
Assets:
Derivatives (1)
$
88
$
—
$
88
Mutual funds
60
60
—
Total
$
148
$
60
$
88
Liabilities:
Derivatives (1)
$
186
$
—
$
186
Total
$
186
$
—
$
186
(1) Represents FX forward contracts, interest rate swaps and cross-currency swaps as more fully described in Note 9 to the condensed consolidated financial statements.
The following are descriptions of the methodologies utilized by the Company to estimate the fair value of its derivative contracts, mutual funds and money market mutual funds:
Derivatives:
In determining the fair value of the derivative contracts in the table above, 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.
Mutual funds and money market mutual funds:
The mutual funds in the table above are deemed to be equity securities with readily determinable fair values with changes in the fair value recognized through net income under ASC Topic 321. The fair value of these instruments is determined using Level 1 inputs as defined in the ASC Topic 820.
Derivative instruments designated as accounting hedges
46
145
Other
37
37
Total other liabilities
$
420
$
590
Loss pursuant to the Divestiture of MAKS:
The $9 million loss during the nine months ended September 30, 2020 relates to customary post-closing completion adjustments pursuant to the fourth quarter 2019 divestiture of MAKS.
Other Non-Operating Income (Expense):
The following table summarizes the components of other non-operating income (expense):
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
FX gain (loss)
$
(2)
$
2
$
(2)
$
7
Purchase price hedge loss(1)
(13)
—
(13)
—
Net periodic pension costs - other components
4
3
5
10
Income from investments in non-consolidated affiliates
6
4
15
4
Other
1
1
13
17
Total
$
(4)
$
10
$
18
$
38
(1) The amounts for the three and nine months ended September 30, 2021 represent a loss on a forward contract used to hedge a portion of the GBP denominated RMS purchase price.
Moody’s maintains funded and unfunded noncontributory DBPPs. The DBPPs 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.” The non-U.S. defined benefit pension plans are immaterial.
Through 2007, substantially all U.S. employees were eligible to participate in the Company’s DBPPs. Effective January 1, 2008, the Company no longer offers DBPPs to U.S. employees hired or rehired on or after January 1, 2008 and new hires in the U.S. instead will receive a retirement contribution in similar benefit value under the Company’s Profit Participation Plan. Current participants of the Company’s Retirement Plans and Other Retirement Plans continue to accrue benefits based on existing plan formulas.
The components of net periodic benefit expense related to the Retirement Plans and Other Retirement Plans are as follows:
Three Months Ended September 30,
Pension Plans
Other Retirement Plans
2021
2020
2021
2020
Components of net periodic expense
Service cost
$
4
$
5
$
1
$
—
Interest cost
4
4
—
1
Expected return on plan assets
(7)
(5)
—
—
Amortization of net actuarial loss from earlier periods
3
2
—
—
Loss on settlement of pension obligation
1
—
—
—
Net periodic expense
$
5
$
6
$
1
$
1
Nine Months Ended September 30,
Pension Plans
Other Retirement Plans
2021
2020
2021
2020
Components of net periodic expense
Service cost
$
14
$
13
$
3
$
2
Interest cost
11
13
1
1
Expected return on plan assets
(20)
(15)
—
—
Amortization of net actuarial loss from earlier periods
8
5
—
—
Loss on settlement of pension obligation
8
—
—
—
Net periodic expense
$
21
$
16
$
4
$
3
The Company made contributions of $46 million related to its unfunded U.S. DBPPs during the nine months ended September 30, 2021. Anticipated contributions for the remainder of 2021 are not expected to be material.
The Company’s debt is recorded at its carrying amount, which represents the issuance amount plus or minus any issuance premium or discount, except for certain debt as depicted in the table below, 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 following table summarizes total indebtedness:
September 30, 2021
Notes Payable:
Principal Amount
Fair Value of Interest Rate Swaps (1)
Unamortized (Discount) Premium
Unamortized Debt Issuance Costs
Carrying Value
4.50% 2012 Senior Notes, due 2022
$
500
$
7
$
—
$
—
$
507
4.875% 2013 Senior Notes, due 2024
500
(5)
(1)
(1)
493
5.25% 2014 Senior Notes, due 2044
600
(4)
3
(5)
594
1.75% 2015 Senior Notes, due 2027
579
—
—
(2)
577
2.625% 2017 Senior Notes, due 2023
500
8
—
(1)
507
3.25% 2017 Senior Notes, due 2028
500
15
(3)
(3)
509
4.25% 2018 Senior Notes, due 2029
400
—
(2)
(2)
396
4.875% 2018 Senior Notes, due 2048
400
—
(6)
(4)
390
0.950% 2019 Senior Notes, due 2030
869
—
(2)
(5)
862
3.75% 2020 Senior Notes, due 2025
700
(5)
(1)
(4)
690
3.25% 2020 Senior Notes, due 2050
300
—
(4)
(3)
293
2.55% 2020 Senior Notes, due 2060
500
—
(4)
(5)
491
2.00% 2021 Senior Note, due 2031
600
—
(8)
(5)
587
2.75% 2021 Senior Note, due 2041
600
—
(14)
(6)
580
Total debt
$
7,548
$
16
$
(42)
$
(46)
$
7,476
Current portion
(507)
Total long-term debt
$
6,969
December 31, 2020
Notes Payable:
Principal Amount
Fair Value of Interest Rate Swaps (1)
Unamortized (Discount) Premium
Unamortized Debt Issuance Costs
Carrying Value
4.50% 2012 Senior Notes, due 2022
$
500
$
14
$
(1)
$
(1)
$
512
4.875% 2013 Senior Notes, due 2024
500
—
(1)
(1)
498
5.25% 2014 Senior Notes, due 2044
600
—
3
(5)
598
1.75% 2015 Senior Notes, due 2027
612
—
—
(2)
610
2.625% 2017 Senior Notes, due 2023
500
12
—
(2)
510
3.25% 2017 Senior Notes, due 2028
500
31
(4)
(3)
524
4.25% 2018 Senior Notes, due 2029
400
—
(3)
(3)
394
4.875% 2018 Senior Notes, due 2048
400
—
(6)
(4)
390
0.950% 2019 Senior Notes, due 2030
918
—
(3)
(6)
909
3.75% 2020 Senior Notes, due 2025
700
(1)
(1)
(5)
693
3.25% 2020 Senior Notes, due 2050
300
—
(4)
(3)
293
2.55% 2020 Senior Notes, due 2060
500
—
(4)
(5)
491
Total long-term debt
$
6,430
$
56
$
(24)
$
(40)
$
6,422
(1) The fair value of interest rate swaps in the table above represents the cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged debt.
In the third quarter of 2021, the Company issued the 2021 Senior Notes, due 2031 and the 2021 Senior Notes due 2041. The key terms of these debt issuances are set forth in the table above.
At September 30, 2021, the Company was in compliance with all covenants contained within all of the debt agreements. All the debt agreements contain cross default provisions which 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 September 30, 2021, there were no such cross defaults.
The repayment schedule for the Company’s borrowings is as follows:
Year Ending December 31,
2012 Senior Notes due 2022
2013 Senior Notes due 2024
2014 Senior Notes due 2044
2015 Senior Notes due 2027
2017 Senior Notes due 2023
2017 Senior Notes due 2028
2018 Senior Notes due 2029
2018 Senior Notes due 2048
2019 Senior Notes due 2030
2020 Senior Notes due 2025
2020 Senior Notes due 2050
2020 Senior Notes due 2060
2021 Senior Notes due 2031
2021 Senior Notes due 2041
Total
2021 (After September 30,)
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
$
—
2022
500
—
—
—
—
—
—
—
—
—
—
—
—
—
$
500
2023
—
—
—
—
500
—
—
—
—
—
—
—
—
—
$
500
2024
—
500
—
—
—
—
—
—
—
—
—
—
—
—
$
500
2025
—
—
—
—
—
—
—
—
—
700
—
—
—
—
$
700
Thereafter
—
—
600
579
—
500
400
400
869
—
300
500
600
600
$
5,348
Total
$
500
$
500
$
600
$
579
$
500
$
500
$
400
$
400
$
869
$
700
$
300
$
500
$
600
$
600
$
7,548
Interest expense, net
The following table summarizes the components of interest as presented in the consolidated statements of operations and the cash paid for interest:
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Income
$
3
$
2
$
7
$
9
Expense on borrowings
(47)
(42)
(129)
(121)
Income (expense) on UTPs and other tax related liabilities(2)
(5)
(9)
25
(27)
Net periodic pension costs - interest component
(4)
(4)
(12)
(14)
Interest expense, net
$
(53)
$
(53)
$
(109)
$
(153)
Interest paid(1)
$
53
$
47
$
139
$
119
(1) Interest paid includes net settlements on interest rate swaps more fully discussed in Note 9.
(2) Income (expense) on UTPs and other tax related liabilities for the nine months ended September 30, 2021 includes a $40 million benefit relating to the reversal of tax-related interest accruals pursuant to the resolution of tax matters.
The fair value and carrying value of the Company’s debt as of September 30, 2021 and December 31, 2020 are as follows:
September 30, 2021
December 31, 2020
Carrying Amount
Estimated Fair Value
Carrying Amount
Estimated Fair Value
4.50% 2012 Senior Notes, due 2022
$
507
$
515
$
512
$
530
4.875% 2013 Senior Notes, due 2024
493
545
498
562
5.25% 2014 Senior Notes, due 2044
594
808
598
828
1.75% 2015 Senior Notes, due 2027
577
629
610
674
2.625% 2017 Senior Notes, due 2023
507
514
510
522
3.25% 2017 Senior Notes, due 2028
509
544
524
561
4.25% 2018 Senior Notes, due 2029
396
460
394
480
4.875% 2018 Senior Notes, due 2048
390
526
390
544
0.950% 2019 Senior Notes, due 2030
862
898
909
974
3.75% 2020 Senior Notes, due 2025
690
761
693
785
3.25% 2020 Senior Notes, due 2050
293
309
293
329
2.55% 2020 Senior Notes, due 2060
491
437
491
467
2.00% 2021 Senior Note, due 2031
587
588
—
—
2.75% 2021 Senior Note, due 2041
580
584
—
—
Total
$
7,476
$
8,118
$
6,422
$
7,256
The fair value of the Company’s long-term debt is estimated based on quoted market prices for similar instruments. 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.
The Company has operating leases, substantially all of which relate to the lease of office space. The Company’s leases which are classified as finance leases are not material to the consolidated financial statements. Certain of the Company’s leases include options to renew, with renewal terms that can extend the lease term from one year to 20 years at the Company’s discretion.
The following table presents the components of the Company’s lease cost:
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Operating lease cost
$
24
$
24
$
71
$
72
Sublease income
(2)
(1)
(4)
(3)
Variable lease cost
5
4
15
14
Total lease cost
$
27
$
27
$
82
$
83
The following tables present other information related to the Company’s operating leases:
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Cash paid for amounts included in the measurement of operating lease liabilities
$
27
$
27
$
83
$
80
Right-of-use assets obtained in exchange for new operating lease liabilities
$
117
$
7
$
123
$
26
September 30, 2021
September 30, 2020
Weighted-average remaining lease term
5.9 years
6.3 years
Weighted-average discount rate applied to operating leases
3.1
%
3.6
%
The following table presents a maturity analysis of the future minimum lease payments included within the Company’s operating lease liabilities at September 30, 2021:
Given the nature of the Company's activities, Moody’s and its subsidiaries are subject to legal and tax proceedings, governmental, regulatory and legislative investigations, subpoenas and other inquiries, and claims and litigation by governmental and private parties that are based on ratings assigned by MIS or that are otherwise incidental to the Company’s business. Moody’s and MIS also are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties or restrictions on business activities. Moody’s also is subject to ongoing tax audits as addressed in Note 5 to the consolidated financial statements.
Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. For claims, litigation and proceedings and governmental investigations and inquiries not related to income taxes, the Company records liabilities in the consolidated financial statements when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated 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 instances when a loss is reasonably possible but uncertainties exist related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if material. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.
In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also may be unable to 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 and to accrue for and disclose such matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.
NOTE 19. SEGMENT INFORMATION
The Company is organized into two operating segments: MIS and MA and accordingly, the Company reports in two reportable segments: MIS and MA.
The MIS segment consists of five LOBs. The CFG, FIG, PPIF and SFG 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 financial instruments pricing services in the Asia-Pacific region, ICRA non-ratings revenue and revenue from providing ESG research, data and assessments.
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 two LOBs - RD&A and ERS.
Revenue for MIS and expenses for MA include intersegment fees charged to MA for the rights to use and distribute content, data and products developed by MIS. Additionally, 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 intersegment fees are generally based on the market value of the products and services being transferred between the segments.
Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human resources and legal. Such costs and corporate expenses that exclusively benefit one segment are fully charged to that segment.
For overhead costs and corporate expenses that benefit both segments, costs are allocated to each segment based on the segment’s share of full-year 2019 actual revenue which comprises a “Baseline Pool” that will remain fixed over time. In subsequent periods, incremental overhead costs (or reductions thereof) will be allocated to each segment based on the prevailing shares of total revenue represented by each segment.
“Eliminations” in the following table 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.
The table below shows revenue, operating income and Adjusted 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. Refer to Note 3 for further details on the components of the Company’s revenue.
Three Months Ended September 30,
2021
2020
MIS
MA
Eliminations
Consolidated
MIS
MA
Eliminations
Consolidated
Revenue
$
967
$
603
$
(44)
$
1,526
$
863
$
532
$
(39)
$
1,356
Total Expenses
404
490
(44)
850
339
414
(39)
714
Operating income
563
113
—
676
524
118
—
642
Add:
Depreciation and amortization
17
44
—
61
17
39
—
56
Restructuring
—
—
—
—
13
10
—
23
Adjusted Operating Income
$
580
$
157
$
—
$
737
$
554
$
167
$
—
$
721
Nine Months Ended September 30,
2021
2020
MIS
MA
Eliminations
Consolidated
MIS
MA
Eliminations
Consolidated
Revenue
$
3,065
$
1,744
$
(130)
$
4,679
$
2,667
$
1,529
$
(115)
$
4,081
Total Expenses
1,132
1,347
(130)
2,349
1,051
1,201
(115)
2,137
Operating income
1,933
397
—
2,330
1,616
328
—
1,944
Add:
Depreciation and amortization
53
127
—
180
52
111
—
163
Restructuring
—
2
—
2
12
8
—
20
Loss pursuant to the divestiture of MAKS
—
—
—
—
—
9
—
9
Adjusted Operating Income
$
1,986
$
526
$
—
$
2,512
$
1,680
$
456
$
—
$
2,136
Consolidated Revenue Information by Geographic Area
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
United States
$
844
$
729
$
2,560
$
2,280
Non-U.S.:
EMEA
439
401
1,398
1,137
Asia-Pacific
149
156
460
436
Americas
94
70
261
228
Total Non-U.S.
682
627
2,119
1,801
Total
$
1,526
$
1,356
$
4,679
$
4,081
NOTE 20. SUBSEQUENT EVENTS
On October 26, 2021, the Board approved the declaration of a quarterly dividend of $0.62 per share of Moody’s common stock, payable on December 14, 2021 to shareholders of record at the close of business on November 23, 2021.
On October 13, 2021, Moody's completed a minority investment in BitSight, a cybersecurity ratings company. The consideration transferred by Moody's for this investment comprised $250 million in cash and the contribution of Moody's minority interest in VisibleRisk, a cybersecurity risk ratings joint venture. Moody's expects to recognize an approximate $30 to $40 million non-cash gain in the fourth quarter of 2021 relating to the exchange of its minority investment in VisibleRisk for shares of BitSight.
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 85 for a discussion of uncertainties, risks and other factors associated with these statements.
THE COMPANY
Moody’s is a global integrated risk assessment firm that empowers organizations and investors to make better decisions. Moody’s reports in two segments: MIS and MA.
MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental obligations, and structured finance securities. 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 financial instrument pricing services in the Asia-Pacific region, revenue from providing ESG research, data and assessments and revenue from ICRA’s non-ratings operations. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment.
MA is a global provider of data and analytic solutions which help companies make better and faster decisions. MA’s analytic models, industry insights, software tools and proprietary data assets allow companies to inform and perform many critical business activities with trust and confidence. MA’s approach to aggregating, broadening and deepening available data, research, analytic tools and software solutions fosters a more integrated and efficient delivery to MA's customers resulting in better decisions around risks and opportunities.
Sustainability
Moody’s manages its business with the goal of delivering value to all of its stakeholders, including its customers, employees, business partners, local communities and stockholders. As part of this effort, Moody’s advances sustainability by considering environmental, social, and governance (“ESG”) factors throughout its operations and products and services. It uses its expertise and assets to make a positive difference through technology tools, research and analytical services that help other organizations and the investor community better understand the links between sustainability considerations and the global markets. Moody’s efforts to promote sustainability-related thought leadership, assessments and data to market participants include following the policies of recognized sustainability organizations that develop standards or frameworks and/or evaluate and assess performance, including the Global Reporting Initiative (GRI), Sustainability Accounting Standards Board (SASB), and most recently World Economic Forum (WEF). Moody's also issues an annual report on how the Company has implemented the Task Force on Climate-related Financial Disclosures (“TCFD”) recommendations. In the second quarter of 2021, Moody's published its progress through Moody's 2020 Stakeholder Sustainability Report, 2020 TCFD Report, 2020 GRI Report, 2020 SASB Report and 2020 WEF Report.
The Board oversees sustainability matters, with assistance from the Audit and Governance & Nominating Committees, as part of its oversight of management and the Company’s overall strategy.
COVID-19
The Company continues to closely monitor the impact of the COVID-19 pandemic on all aspects of its business. The Company continues to monitor regional developments relating to the COVID-19 pandemic to inform decisions on the reopening of its offices and its business travel policies. The Company has selectively reopened certain of its offices, most on a limited capacity basis.
The COVID-19 pandemic has not had a material adverse impact on the Company's reported results to date and is currently not expected to have a material adverse impact on its near-term outlook. However, Moody's is unable to predict the longer-term impact that the pandemic may have on its business, future results of operations, financial position or cash flows due to numerous uncertainties. Refer to Item 1A. “Risk Factors”, contained in the Company’s annual report on Form 10-K for the year ended December 31, 2020 for further disclosure relating to the risks of the COVID-19 pandemic on the Company's business.
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, 2020, 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 other than the update below relating to the results of the Company's reorganization of its MA reporting units completed in the second quarter of 2021 and annual impairment assessment as of July 31, 2021.
Goodwill and Other Acquired Intangible Assets
On July 31st of each year, Moody’s evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment (i.e., MIS and MA), or one level below an operating segment (i.e., a component of an operating segment).
Prior to the second quarter of 2021, MA's reporting unit structure consisted of five reporting units (Content, ERS, MALS, Bureau van Dijk and Reis). Pursuant to a strategic reorganization in the MA segment which was completed in the second quarter of 2021, MA's reporting unit structure has been reorganized into two reporting units. MA’s two new reporting units generally consist of: i) businesses offering data and data-driven analytical solutions; and ii) risk-management software, workflow and CRE solutions. This reorganization did not result in a change to the Company's reportable segments.
The Company performed qualitative assessments of the reporting units impacted by the reorganization immediately before and after the reorganization became effective. These qualitative assessments resulted in the Company determining that it was not more likely than not that the fair value of any reporting unit was less than its carrying amount
Subsequent to the aforementioned reorganization of the MA reporting units, the Company now has four reporting units: two within the Company’s ratings business (one for the ICRA business and one that encompasses all of Moody’s other ratings operations) and two reporting units within MA consisting of businesses that offer: i) data and data-driven analytical solutions; and ii) risk-management software, workflow and CRE solutions.
The RMS business was acquired on September 15, 2021 and $1,279 million of goodwill was assigned to the MA reporting unit consisting of risk-management software, workflow and CRE solutions, $90 million assigned to the MIS reporting unit, and $20 million was assigned to the MA reporting unit consisting of businesses offering data and data-driven analytical solutions. As the acquisition of RMS was completed shortly after the Company's annual impairment assessment date of July 31, 2021, goodwill acquired in this transaction was not subject to the Company's impairment assessment described below.
The Company evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made based on the qualitative factors that an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be quantitatively determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company will record a goodwill impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. The Company evaluates its reporting units on an annual basis, or more frequently if there are changes in the reporting structure of the Company due to acquisitions, realignments or if there are indicators of potential impairment. For the reporting units where the Company is consistently able to conclude that no impairment exists using only a qualitative approach, the Company’s accounting policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years.
At July 31, 2021, the Company performed quantitative assessments for each of the four reporting units. These quantitative assessments were performed to provide new baseline valuations under the aforementioned new reporting unit structure. These quantitative assessments resulted in fair values that significantly exceeded carrying value for all reporting units. Accordingly, at the date of the filing of this quarterly report on Form 10-Q, the Company does not believe that any of its reporting units are at risk for impairment.
Determining the fair value of a reporting unit involves the use of significant estimates and assumptions, which are more fully described below. In addition, the Company also makes certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of its reporting units.
Other assets and liabilities, including applicable corporate assets, are allocated to the extent they are related to the operation of respective reporting units.
ICRA has reported various matters relating to: (i) an adjudication order and fine imposed by the Securities and Exchange Board of India (SEBI) in connection with credit ratings assigned to one of ICRA’s customers and the customer’s subsidiaries, which are being appealed by ICRA; (ii) an increase in the original fine, which also is being appealed by ICRA; (iii) the completion of internal examinations regarding various anonymous complaints; and (iv) actions taken by ICRA’s board based on the examinations’ findings. As of the date of this quarterly report on Form 10-Q, the Company is unable to estimate the financial impact, if any, that may result from a potential unfavorable conclusion of these matters or any other ICRA inquiry. An unfavorable resolution of such matters may negatively impact ICRA’s future operating results, which could result in an impairment of goodwill and amortizable intangible assets in future quarters.
Methodologies and significant estimates utilized in determining the fair value of reporting units:
The following is a discussion regarding the Company’s methodology for determining the fair value of its reporting units, excluding ICRA, as of at July 31, 2021. As ICRA is a publicly traded company in India, the Company was able to observe its fair value based on its market capitalization. The fair value of each reporting unit, excluding ICRA, was estimated using a discounted cash flow methodology and comparable public company and precedent transaction multiples. The discounted cash flow analysis requires significant estimates, including projections of future operating results and cash flows of each reporting unit that are based on internal budgets and strategic plans, expected long-term growth rates, terminal values, weighted average cost of capital and the effects of external factors and market conditions. Changes in these estimates and assumptions could materially affect the estimated fair value of each reporting unit, that could result in an impairment charge to reduce the carrying value of goodwill, which could be material to the Company’s financial position and results of operations. Moody’s allocates newly acquired goodwill to reporting units based on the reporting unit expected to benefit from the acquisition.
The sensitivity analysis on the future cash flows and WACC assumptions described below. These key assumptions utilized in the discounted cash flow valuation methodology require significant management judgment:
•Future cash flow assumptions - The projections for future cash flows utilized in the models are derived from historical experience and assumptions regarding future growth and profitability of each reporting unit. These projections are consistent with the Company’s operating budget and strategic plan. Cash flows for the five years subsequent to the date of the quantitative goodwill impairment test were utilized in the determination of the fair value of each reporting unit. The growth rates assumed a gradual increase in revenue based on new customer acquisition and new products. Beyond five years, a terminal value was determined using a perpetuity growth rate based on inflation and real GDP growth rates. A sensitivity analysis of the revenue growth rates was performed on all reporting units. For each reporting unit analyzed, a 10% reduction in the revenue growth rates used would not have resulted in its carrying value exceeding its estimated fair value.
•WACC - The WACC is the rate used to discount each reporting unit’s estimated future cash flows. The WACC is calculated based on the proportionate weighting of the cost of debt and equity. The cost of equity is based on a risk-free interest rate and an equity risk factor, which is derived from public companies similar to the reporting unit and which captures the perceived risks and uncertainties associated with the reporting unit’s cash flows. The cost of debt component is calculated as the weighted average cost associated with all of the Company’s outstanding borrowings as of the date of the impairment test and was immaterial to the computation of the WACC. The cost of debt and equity is weighted based on the debt to market capitalization ratio of publicly traded companies with similarities to the reporting unit being tested. The WACC for all reporting units ranged from 8.0% to 8.5% as of July 31, 2021. Differences in the WACC used between reporting units is primarily due to distinct risks and uncertainties regarding the cash flows of the different reporting units. A sensitivity analysis of the WACC was performed on all reporting units as of July 31, 2021 for each reporting unit. For all reporting units, an increase in the WACC of one percentage point would not result in the carrying value of the reporting unit exceeding its fair value.
Reportable Segments
The Company is organized into two reportable segments at September 30, 2021: MIS and MA, which are more fully described in the section entitled “The Company” above and in Note 19 to the condensed consolidated financial statements.
Impact of acquisitions/divestitures on comparative results
–Moody’s completed the following acquisitions, which impact the Company's year-over-year comparative results:
–Regulatory DataCorp on February 13, 2020;
–Acquire Media on October 21, 2020;
–ZM Financial Systems on December 7, 2020;
–Catylist on December 30, 2020;
–Cortera on March 19, 2021; and
–RMS on September 15, 2021.
Refer to the section entitled "Non-GAAP Financial Measures" of this MD&A for the definitions of how the Company determines certain organic growth measures used in this MD&A that exclude the impact of acquisition/divestiture activity.
Three months ended September 30, 2021 compared with three months ended September 30, 2020
Executive Summary
–The following table provides an executive summary of key operating results for the quarter ended September 30, 2021. Following this executive summary is a more detailed discussion of the Company’s operating results as well as a discussion of the operating results of the Company’s reportable segments.
Three Months Ended September 30,
Financial measure:
2021
2020
% Change Favorable (Unfavorable)
Insight and Key Drivers of Change Compared to Prior Year
Moody's total revenue
$
1,526
$
1,356
13
%
— reflects strong growth in both segments.
MIS External Revenue
$
925
$
825
12
%
— strong growth in U.S. bank loan issuance as issuers continued to take advantage of favorable market conditions to refinance existing debt and fund M&A activity; and
— strength in CLO refinancing activity coupled with growth in CMBS activity reflecting continued low credit spreads for these asset classes;
partially offset by:
— declines in investment-grade and high-yield bond issuance volumes compared to a strong prior year period
MA External Revenue
$
601
$
531
13
%
— strong growth in KYC and compliance solutions, as well as research and data feeds;
— ongoing recurring revenue growth in ERS from subscription-based sales to banking, insurance and asset management customers; and
— inorganic growth from acquisitions; partially offset by:
— a decline in ERS transaction-based revenue reflecting MA's strategic shift to higher margin SaaS-based products which produce recurring revenue
Total operating and SG&A expenses
$
789
$
635
(24
%)
— inorganic expense growth from acquisitions including $22 million in RMS acquisition-related costs;
— higher incentive compensation accruals aligned with operating performance; and
— higher costs relating to strategic initiatives to support business growth coupled with enhancements to technology infrastructure to enable automation, innovation and efficiency
Total non-operating (expense) income, net
$
(57)
$
(43)
(33
%)
— includes a $13 million loss on a forward contract used to hedge a portion of the GBP-denominated RMS purchase price.
Operating Margin
44.3
%
47.3
%
(300BPS)
— margins were suppressed by acquisition-related costs relating to the acquisition of RMS and additional incentive compensation accruals in the third quarter of 2021
Adjusted Operating Margin
48.3
%
53.2
%
(490BPS)
ETR
23.4
%
22.0
%
140BPS
— increase primarily due to a deferred tax benefit in 2020 resulting from a non-U.S. corporate reorganization
Diluted EPS
$
2.53
$
2.47
2
%
— generally in line with the prior year as strong underlying operating performance was offset by acquisition-related costs and higher incentive compensation accruals
Diluted EPS attributable to Moody's common shareholders
$
2.53
$
2.47
2
%
Adjusted Diluted EPS (1)
$
2.69
$
2.69
—
%
Operating margin
44.3
%
47.3
%
Adjusted Operating Margin(1)
48.3
%
53.2
%
Effective tax rate
23.4
%
22.0
%
(1) Adjusted Operating Income, Adjusted Operating Margin and Adjusted Diluted EPS 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.
The increase in global revenue reflected growth across most regions for both MIS and MA. Refer to the section entitled “Segment Results” of this MD&A for a more fulsome discussion of the Company’s segment revenue.
Compensation expenses increased $21 million reflecting:
Compensation expenses increased $41 million reflecting:
— higher incentive compensation accruals aligned with actual/projected financial and operating performance;
— higher incentive compensation accruals aligned with actual/projected financial and operating performance;
— hiring and salary increases, including inorganic growth of acquisitions; and
— hiring and salary increases, including inorganic growth of acquisitions; and
— unfavorable changes in FX translation rates
— unfavorable changes in FX translation rates
Non-compensation expenses increased $9 million reflecting:
Non-compensation expenses increased $83 million reflecting:
— higher costs relating to strategic initiatives to support business growth coupled with enhancements to technology infrastructure to enable automation, innovation and efficiency; and
— operating and transaction-related costs associated with recent acquisitions, most notably $22 million in RMS acquisition-related costs;
— inorganic growth from acquisitions; partially offset by:
— lower legal accruals in 2020;
— ongoing disciplined cost management
— higher costs relating to strategic initiatives to support business growth coupled with enhancements to technology infrastructure to enable automation, innovation and efficiency;
— an increase in charitable contributions via the Moody's Foundation; and
— inorganic growth from acquisitions; partially offset by:
— ongoing disciplined cost management
Operating margin 44.3%, down 300 BPS
Adjusted Operating Margin 48.3%, down 490 BPS
Overall, margins were suppressed by acquisition-related costs relating to the acquisition of RMS and additional incentive compensation accruals in the third quarter of 2021 which are aligned with strong actual/forecasted underlying operating performance.
Interest Expense, net was in line with prior year
Other non-operating income ⇓ $14 million
Decrease in income is primarily due to:
— a $13 million loss on a forward contract used to hedge a portion of the GBP-denominated RMS purchase price.
ETR ⇑ 140 BPS
The increase in the ETR is primarily due to a deferred tax benefit in the prior year resulting from a non-U.S. corporate reorganization.
Diluted EPS ⇑ $0.06
Adjusted Diluted EPS was flat compared to prior year
Diluted EPS was up modestly and Adjusted Diluted EPS was in line with prior year reflecting strong underlying operating performance being offset by acquisition-related costs and higher incentive compensation accruals. Refer to the section entitled “Non-GAAP Financial Measures” of this MD&A for items excluded in the derivation of Adjusted Diluted EPS.
Global CFG revenue for the three months ended September 30, 2021 and 2020 was comprised as follows:
(1) Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.
The increase in CFG revenue of 6% reflected growth in both U.S. (7%) and internationally (3%).
Transaction revenue increased $19 million compared to the same period in the prior year.
The most notable drivers of the change compared to 2020 were:
–increases in U.S. bank loan activity driven by opportunistic refinancing activity and increased M&A activity;
partially offset by:
–declines in investment-grade rated issuance volumes across most regions, most notably in the U.S., compared to very strong issuance in the prior year period when large corporate issuers opportunistically bolstered their liquidity positions in light of uncertainties surrounding the COVID-19 crisis.
Global FIG revenue for the three months ended September 30, 2021 and 2020 was comprised as follows:
The increase in FIG revenue of 14% reflected growth in both U.S. (20%) and internationally (9%).
Transaction revenue increased $16 million compared to the third quarter of 2020.
The most notable driver of the 14% increase in FIG revenue was higher banking and insurance revenue in the U.S. as a result of banks and insurers opportunistically securing financing at continued low rates.
Global PPIF revenue for the three months ended September 30, 2021 and 2020 was comprised as follows:
Transaction revenue decreased $4 million compared to the third quarter of 2020.
The modest decline in PPIF revenue of 2% reflected a decrease in the U.S. (7%) partially offset by growth internationally (6%).
The decrease in revenue was mainly a result of:
–a strong prior year comparative period in sovereign and U.S. public finance where issuers were bolstering their balance sheets in response to uncertainties relating to the COVID-19 crisis; and
–federal funding to U.S. public finance issuers related to the COVID-19 crisis leading to a decline in issuance activity.
Global SFG revenue for the three months ended September 30, 2021 and 2020 was comprised as follows:
The 63% increase in SFG revenue reflected growth both in the U.S. (81%) and internationally (32%).
Transaction revenue increased $52 million compared to the third quarter of 2020.
The most notable drivers of the growth in SFG revenue were:
–higher CLO refinancing and securitization activity in the U.S. and EMEA as market conditions remain favorable for this asset class coupled with strength in bank loan issuance, which has resulted in higher collateral supply;
–an increase in U.S. CMBS activity, mainly from CRE-CLO transactions, as issuers continued to take advantage of favorable market conditions; and
–growth in U.S. RMBS revenue resulting from higher collateral supply (notably agency eligible loans in the private market).
MIS: Operating and SG&A Expense ⇑ $77 million
The growth is primarily due to higher compensation costs of $34 million and higher non-compensation costs of $43 million with most notable drivers reflecting:
Compensation costs
Non-compensation costs
The increase is primarily due to:
The increase is primarily due to:
— higher incentive compensation accruals aligned with actual/projected financial and operating performance.
— lower legal accruals in 2020;
— an increase in charitable contributions via the Moody's Foundation; and
— higher costs to support the Company’s initiative to enhance technology infrastructure to enable automation, innovation and efficiency as well as to support business growth.
MIS: Operating Margin 58.2% ⇓ 250 BPS
Adjusted Operating Margin 60.0% ⇓ 420 BPS
MIS operating margin and Adjusted Operating Margin both declined reflecting growth in operating and SG&A expenses outpacing MIS's strong revenue growth of 12%.
The 13% increase in global MA revenue reflects growth both in the U.S. and internationally in both LOBs and includes revenue from the acquisitions of AM, ZMFS, Catylist, Cortera and RMS.
–Organic revenue growth (1) was 8%.
(1) Refer to the section entitled "Non-GAAP Financial Measures" of this MD&A for the definition and methodology that the Company utilizes to calculate this metric.
Global ERS revenue increased 8% compared to the third quarter of 2020 mainly driven by:
–growth in organic recurring revenue of 13%, most notably for actuarial modeling tools in support of certain international accounting standards relating to insurance contracts and demand from asset managers for risk management solutions;
–inorganic revenue growth from the acquisitions of ZMFS and RMS;
partially offset by:
–lower non-recurring software revenue and services due to a de-emphasizing of these lower margin offerings.
Organic revenue for ERS decreased 2% reflecting the aforementioned decline in non-recurring software revenue being partially offset by strong growth in recurring revenue.
MA: Operating and SG&A Expense ⇑ $77 million
The increase in operating and SG&A expenses compared to the third quarter of 2020 reflected growth in compensation costs of $27 million and in non-compensation costs of $50 million. The most notable drivers of these increases were:
Compensation costs
Non-compensation costs
— higher incentive compensation accruals aligned with actual/projected financial and operating performance; and
— higher costs to support the Company's initiative to enhance technology infrastructure to enable automation, innovation and efficiency as well as to support business growth;
— salary increases and inorganic expense growth from acquisitions.
— operating and transaction-related costs associated with recent acquisitions, most notably $22 million in RMS acquisition-related costs; and
— an increase in charitable contributions via the Moody's Foundation
MA: Operating Margin 18.7% ⇓ 350 BPS
Adjusted Operating Margin 26.0% ⇓ 540 BPS
The operating margin and Adjusted Operating Margin contraction for MA both reflect the expense growth (including the RMS acquisition-related costs) outpacing revenue growth of 13%.
Nine months ended September 30, 2021 compared with nine months ended September 30, 2020
Executive Summary
–The following table provides an executive summary of key operating results for the nine months ended September 30, 2021. Following this executive summary is a more detailed discussion of the Company’s operating results as well as a discussion of the operating results of the Company’s reportable segments.
Nine Months Ended September 30,
Financial measure:
2021
2020
% Change
Insight and Key Drivers of Change Compared to Prior Year
Moody's total revenue
$
4,679
$
4,081
15
%
— reflects strong growth in both segments
MIS External Revenue
$
2,941
$
2,557
15
%
— strong growth mainly driven by leveraged finance issuance as issuers refinanced existing debt and funded M&A activity;
— increased CLO and CMBS activity amid favorable market conditions; and
— favorable changes in FX translation rates
MA External Revenue
$
1,738
$
1,524
14
%
— strong growth in KYC and compliance solutions, as well as research and data feeds;
— inorganic growth from acquisitions;
— ongoing recurring revenue growth in ERS from subscription-based sales to banking, insurance and asset management customers; and
— favorable changes in FX translation rates; partially offset by:
— a decline in ERS transaction-based revenue reflecting MA's strategic shift to higher margin SaaS-based products which produce recurring revenue
Total operating and SG&A expenses
$
2,167
$
1,945
(11
%)
— higher incentive and stock-based compensation aligned with operating performance;
— unfavorable changes in FX translation rates;
— inorganic expense growth from acquisitions including $22 million in acquisition-related costs for RMS;
— higher costs relating to strategic initiatives to support business growth coupled with enhancements to technology infrastructure to enable automation, innovation and efficiency; partially offset by
— cost savings resulting from the COVID-19 crisis and disciplined expense management
Total non-operating (expense) income, net
$
(91)
$
(115)
21
%
— a $40 million benefit related to the reversal of tax-related interest accruals pursuant to the resolution of uncertain tax positions; partially offset by
— a $13 million loss on a forward contract used to hedge a portion of the GBP denominated RMS purchase price.
— higher benefits of approximately $40 million from the resolution of UTPs in 2021; offset by
— lower Excess Tax Benefits in 2021
Diluted EPS
$
9.51
$
7.73
23
%
— increase reflects strong operating income/Adjusted Operating Income growth as described above and includes $0.48/share and $0.13/share in benefits related to the resolution of uncertain tax positions in 2021 and 2020, respectively.
Diluted EPS attributable to Moody’s common shareholders
$
9.51
$
7.73
23
%
Adjusted Diluted EPS (1)
$
9.96
$
8.24
21
%
Operating margin
49.8
%
47.6
%
Adjusted Operating Margin (1)
53.7
%
52.3
%
Effective tax rate
20.2
%
20.0
%
(1)Adjusted Operating Income, Adjusted Operating Margin and Adjusted Diluted EPS attributable to Moody’s common shareholders 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.
The increase in global revenue reflected growth in both reportable segments both in the U.S. and internationally. Refer to the section entitled “Segment Results” of this MD&A for a more fulsome discussion of the Company’s segment revenue.
–Foreign currency translation favorably impacted global revenue by two percent.
Operating Expense ⇑ $86 million
SG&A Expense ⇑ $136 million
-------------------------------------
Compensation expenses increased $70 million and reflected:
Compensation expenses increased $90 million reflecting:
— higher incentive and stock-based compensation accruals aligned with actual/projected financial and operating performance;
— higher incentive and stock-based compensation accruals aligned with actual/projected financial and operating performance;
— hiring and salary increases;
— hiring and salary increases;
— inorganic growth from acquisitions; and
— inorganic growth from acquisitions; and
— unfavorable changes in FX translation rates
— unfavorable changes in FX translation rates
Non-compensation expenses increased $16 million reflecting:
Non-compensation expenses increased $46 million reflecting:
— higher costs relating to strategic initiatives to support business growth coupled with enhancements to technology infrastructure to enable automation, innovation and efficiency; partially offset by:
— higher costs relating to strategic initiatives to support business growth coupled with enhancements to technology infrastructure to enable automation, innovation and efficiency;
— lower travel costs in light of the COVID-19 crisis and continued disciplined cost management.
— costs associated with recent acquisitions, most notably $22 million in RMS acquisition-related costs; and
— an increase in charitable contributions via the Moody's Foundation; partially offset by:
— lower estimates for credit losses primarily reflecting an increase in reserves in 2020 resulting from the anticipated impact of the COVID-19 crisis; and
— lower travel costs in light of the COVID-19 crisis and continued disciplined cost management.
Other Expenses
The restructuring charge in 2020 relates to the Company's 2020 Real Estate Rationalization Restructuring Program as more fully discussed in Note 11 to the condensed consolidated financial statements.
The 2020 amount includes a $9 million loss pursuant to the divestiture of MAKS relating to customary post-closing completion adjustments pursuant to the sale of the business in the fourth quarter of 2019.
Operating margin 49.8%, up 220 BPS
Adjusted Operating Margin 53.7%, up 140 BPS
Operating margin and Adjusted Operating Margin expansion reflects strong revenue growth outpacing growth in total operating expenses.
— a $40 million benefit in 2021 related to the reversal of tax-related interest accruals pursuant to the resolution of uncertain tax positions
— a $13 million benefit in 2020 relating to statute of limitations lapses on certain indemnification obligations relating to the MAKS divestiture;
— a $13 million loss on a forward contract used to hedge a portion of the GBP denominated RMS purchase price;
— an $8 million loss on the settlement of pension obligations in 2021 resulting from lump sum distributions from the Company's defined benefit pension plans; partially offset by:
— higher gains of $7 million in 2021 on certain of the Company's investments in equity securities/investments.
ETR in line with prior year
The 2021 and 2020 ETR include $62 million and $22 million, respectively, in tax benefits relating to the resolution of uncertain tax positions. The aforementioned benefit to the 2021 ETR was diluted by higher income before provision for income taxes compared to the prior year. Additionally, there was a $23 million decrease in Excess Tax Benefits in the first nine months of 2021 compared to the prior year.
Diluted EPS ⇑ $1.78
Adjusted Diluted EPS ⇑ $1.72
Diluted EPS in 2021 of $9.51 increased $1.78 compared to the same period in 2020 mainly due to higher operating income. Diluted EPS in 2021 and 2020 also include $0.48/share and $0.13/share, respectively, in benefits related to the aforementioned resolution of uncertain tax positions.
Adjusted Diluted EPS of $9.96 in 2021 increased $1.72 compared to the first half of 2020 mainly due to higher Adjusted Operating Income. Adjusted Diluted EPS in 2021 and 2020 includes $0.48/share and $0.13/share, respectively, in benefits related to the aforementioned resolution of uncertain tax positions. Refer to the section entitled “Non-GAAP Financial Measures” of this MD&A for items excluded in the derivation of Adjusted Diluted EPS.
Global CFG revenue for the nine months ended September 30, 2021 and 2020 was comprised as follows:
(1) Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.
The increase in CFG revenue of 11% reflected growth both in the U.S. (5%) and internationally (23%) which resulted in a $138 million increase in transaction revenue.
The most notable drivers of this increase were:
– strong growth in bank loan and speculative-grade bond activity in the U.S. and EMEA as issuers refinanced existing debt in light of favorable market conditions and funded M&A activity;
partially offset by:
–lower investment grade rated issuance volumes following very strong issuance volumes in the prior year when issuers were bolstering their balance sheets in light of uncertainties relating to the COVID-19 crisis.
Global FIG revenue for the nine months ended September 30, 2021 and 2020 was comprised as follows:
The increase in FIG revenue of 16% reflected growth both in the U.S. (20%) and internationally (13%) which resulted in a $49 million increase in transaction revenue compared to the same period in the prior year.
The most notable driver of the increase was higher banking revenue in the U.S. and EMEA reflecting both the benefit of favorable changes in product mix and pricing increases coupled with opportunistic issuer activity in light of favorable market conditions.
Foreign currency translation favorably impacted FIG revenue by two percentage points.
Global PPIF revenue for the nine months ended September 30, 2021 and 2020 was comprised as follows:
Transaction revenue increased $19 million compared to the same period in the prior year.
The 7% increase in PPIF revenue reflected growth internationally (23%) partially offset be a slight decline in the U.S. (2%). The growth was driven by:
–higher project and infrastructure finance revenue in EMEA mainly reflecting ongoing favorable conditions;
partially offset by:
–a decline in U.S. public finance revenue, as issuance volumes fell given high liquidity following strong issuance in the prior year and from the current infusion of federal funding related to the COVID-19 crisis.
Foreign currency translation favorably impacted PPIF revenue by two percentage points.
Global SFG revenue for the nine months ended September 30, 2021 and 2020 was comprised as follows:
The increase in SFG revenue of 51% reflected growth both in the U.S. (59%) and internationally (38%). Transaction revenue increased $125 million compared to the first nine months of 2020.
The most notable drivers of the growth in SFG revenue were:
–higher CLO refinancing and securitization activity in the U.S. and EMEA, as market conditions remain favorable for this asset class; and
–an increase in U.S. CMBS activity reflecting a narrowing of credit spreads for this asset class compared to a challenging prior year period when securitization activity for retail and hotel properties was adversely impacted by the COVID-19 crisis.
Foreign currency translation favorably impacted SFG revenue by three percentage points.
MIS: Operating and SG&A Expense ⇑ $91 million
The growth in operating and SG&A expense reflects an $89 million increase in compensation and a $2 million increase in non-compensation expenses. The most notable drivers of these changes are as follows:
Compensation costs
Non-compensation costs
The increase is primarily due to:
The slight increase is primarily due to:
— higher incentive and stock-based compensation accruals aligned with actual/projected financial and operating performance; and
— higher costs to support the Company’s initiative to enhance technology infrastructure to enable automation, innovation and efficiency as well as to support business growth with increased spend on strategic investments;
— unfavorable changes in FX translation rates
— higher charitable contributions via the Moody's Foundation;
mostly offset by:
— lower estimates for credit losses primarily reflecting an increase in reserves in 2020 resulting from the anticipated impact of the COVID-19 crisis; and
—lower travel costs and disciplined expense management in light of the COVID-19 pandemic
Other Expenses
The restructuring charge in 2020 relates to the Company's 2020 Real Estate Rationalization Restructuring Program as more fully discussed in Note 11 to the condensed consolidated financial statements.
MIS: Operating Margin of 63.1% ⇑ 250 BPS
Adjusted Operating Margin of 64.8% ⇑ 180 BPS
MIS operating margin and Adjusted Operating Margin both increased reflecting strong revenue growth partially offset by growth in operating and SG&A expenses.
Global ERS revenue increased 6% compared to the first nine months of 2020 with the most notable drivers of the growth reflecting:
–inorganic revenue growth from the acquisitions of RMS and ZMFS;
–growth in subscription-based revenue, most notably for actuarial modeling tools in support of certain international accounting standards relating to insurance contracts and demand from asset managers for risk management solutions; and
–favorable foreign currency translation which impacted revenue by three percentage points.
partially offset by:
–lower non-recurring software and services revenue due to a de-emphasizing of these lower margin offerings.
Organic total revenue and organic recurring revenue for ERS grew 1% and 14%, respectively.
MA: Operating and SG&A Expense ⇑ $131 million
The increase in operating and SG&A expenses compared to the first nine months of 2020 is primarily due to growth in both compensation and non-compensation costs of $69 million and $62 million, respectively, reflecting:
Compensation costs
Non-compensation costs
— salary increases and inorganic expense growth from acquisitions;
— higher costs relating to strategic initiatives to support business growth coupled with enhancements to technology infrastructure to enable automation, innovation and efficiency;
— higher incentive compensation accruals aligned with actual/projected financial and operating performance; and
— unfavorable changes in FX translation rates
— costs associated with recent acquisitions, most notably $22 million in RMS acquisition-related costs; and
— higher charitable contributions via the Moody's Foundation; partially offset by:
— lower estimates for credit losses primarily reflecting an increase in reserves in 2020 resulting from the anticipated impact of the COVID-19 crisis; and
— lower travel costs in light of the COVID-19 crisis and continued disciplined expense management
The restructuring charges in both years relate to certain of the Company's restructuring programs as more fully discussed in Note 11 to the condensed consolidated financial statements.
The first nine months of 2020 includes a $9 million loss pursuant to the divestiture of MAKS and related to a customary post-closing completion adjustment pursuant to the sale of the business in the fourth quarter of 2019.
MA: Operating Margin 22.8% ⇑ 130BPS
Adjusted Operating Margin 30.2% ⇑ 40BPS
The operating margin and Adjusted Operating Margin expansion for MA both reflect revenue growth outpacing expense growth. MA margins were suppressed by the aforementioned RMS acquisition-related costs.
Liquidity and Capital Resources
Cash Flow
The Company is currently financing its operations, capital expenditures, acquisitions and share repurchases from operating and financing cash flows.
The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:
Nine Months Ended September 30,
$ Change Favorable (Unfavorable)
2021
2020
Net cash provided by operating activities
$
1,706
$
1,488
$
218
Net cash used in investing activities
$
(2,161)
$
(853)
$
(1,308)
Net cash provided by financing activities
$
135
$
3
$
132
Free Cash Flow (1)
$
1,629
$
1,405
$
224
(1) Free Cash Flow is a non-GAAP measure and is defined by the Company as net cash provided by operating activities minus cash paid for capital expenditures. Refer to “Non-GAAP Financial Measures” of this MD&A for further information on this financial measure.
Net cash provided by operating activities
Net cash flows from operating activities in the nine months ended September 30, 2021 increased $218 million compared to the same period in 2020 with the most significant drivers reflecting:
–an increase in net income compared to the same period in the prior year (see section entitled “Results of Operations” for further discussion);
–a $99 million contribution to the Company's funded pension plan in 2020 that did not recur in 2021; and
–a $68 million payment made in 2020 in conjunction with the settlement of treasury lock interest rate forward contracts;
partially offset by:
–higher cash paid for income taxes of $127 million resulting from the Company's strong earnings growth in 2021; and
–various changes in working capital, most notably reflecting higher accounts receivable balances resulting from the Company's strong performance in the third quarter of 2021.
Net cash used in investing activities
The $1,308 million increase in cash used in investing activities in the nine months ended September 30, 2021 compared to the same period in 2020 primarily reflects increased cash paid for acquisitions of $1,327 million (refer to Note 8 to the condensed consolidated financial statements for further discussion on the Company's M&A activity).
The $132 million increase in cash provided by financing activities in the nine months ended September 30, 2021 compared to the same period in the prior year was primarily attributed to:
–the issuance of $1.2 billion in long-term debt in 2021, compared to the net issuance of $691 million in long-term debt in 2020;
partially offset by:
–higher cash paid for treasury share repurchases of $375 million compared to the first nine months of 2020.
Cash and short-term investments held in non-U.S. jurisdictions
The Company’s aggregate cash and cash equivalents and short-term investments of $2.3 billion at September 30, 2021 consisted of approximately $1.7 billion located outside of the U.S. Approximately 22% of the Company’s aggregate cash and cash equivalents and short-term investments is denominated in euros and British pounds. The Company manages both its U.S. and non-U.S cash flow to maintain sufficient liquidity in all regions to effectively meet its operating needs.
As a result of the Tax Act, all previously net undistributed foreign earnings have now been subject to U.S. tax. The Company continues to evaluate which entities it will indefinitely reinvest earnings outside the U.S. The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested. Accordingly, the Company has commenced repatriating a portion of its non-U.S. cash in these subsidiaries and will continue to repatriate certain of its offshore cash in a manner that addresses compliance with local statutory requirements, sufficient offshore working capital and any other factors that may be relevant in certain jurisdictions. Notwithstanding the Tax Act, which generally eliminated federal income tax on future cash repatriation to the U.S., cash repatriation may be subject to state and local taxes or withholding or similar taxes.
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.
Moody's remains committed to using its strong cash flow to create value for shareholders by both investing in the Company's employees and growing the business through targeted organic initiatives and inorganic acquisitions aligned with strategic priorities. Additional excess capital is returned to the Company’s shareholders via a combination of dividends and share repurchases.
Dividends and share repurchases
On October 26, 2021, the Board of Directors of the Company declared a quarterly dividend of $0.62 per share of Moody’s common stock, payable December 14, 2021 to shareholders of record at the close of business on November 23, 2021. The continued payment of dividends at this rate, or at all, is subject to the discretion of the Board.
On December 16, 2019, the Board approved $1 billion share repurchase authority, and on February 9, 2021, the Board approved an additional $1 billion in share repurchase authority. At September 30, 2021, there was a total remaining authority of approximately $1.2 billion under these authorizations. Future share repurchase activity is subject to available cash, market conditions and other ongoing capital allocation decisions.
Other cash requirements
In the third quarter of 2021, Moody's entered into an agreement to acquire a minority investment in BitSight, a cybersecurity ratings company, and completed the transaction on October 13, 2021. The consideration transferred by Moody's for this investment comprised $250 million in cash and the contribution of Moody's minority interest in VisibleRisk, a cybersecurity risk ratings joint venture. Moody's expects to recognize an approximate $30 to $40 million non-cash gain in the fourth quarter of 2021 relating to the exchange of its minority investment in VisibleRisk for shares of BitSight.
The Company has future cash requirements, including operating leases and debt service and payments as noted in the tables that follow as well as future payments related to the transition tax under the Tax Act.
Indebtedness
At September 30, 2021, Moody’s had $7.5 billion of outstanding debt and approximately $1 billion of additional capacity available under the Company’s CP program, which is backstopped by the 2018 Facility. At September 30, 2021, the Company was in compliance with all covenants contained within all of the debt agreements. All of the Company’s long-term debt agreements contain cross default provisions which 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. At September 30, 2021, there were no such cross defaults.
The repayment schedule for the Company’s borrowings outstanding at September 30, 2021 is as follows:
For additional information on the Company's outstanding debt, refer to Note 16 to the condensed consolidated financial statements.
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.
Off-Balance Sheet Arrangements
At September 30, 2021, 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 September 30, 2021:
Payments Due by Period
Payments Due by Period
(in millions)
Total
Less Than 1 Year
1 - 3 Years
3 - 5 Years
Over 5 Years
Indebtedness (1)
$
10,239
$
711
$
1,367
$
980
$
7,181
Operating lease obligations
626
120
224
171
111
Purchase obligations
227
131
91
5
—
Pension obligations (2)
105
2
22
21
60
Investment in BitSight (3)
250
250
—
—
—
Total (4)
$
11,447
$
1,214
$
1,704
$
1,177
$
7,352
(1)Reflects principal payments, related interest and applicable fees due on all indebtedness outstanding as described in Note 16 to the condensed consolidated financial statements.
(2)Reflects projected benefit payments relating to the Company’s U.S. unfunded DBPPs and Retirement and Other Plans described in Note 15 to the condensed consolidated financial statements.
(3)Includes a payment pertaining to the Company's minority investment in BitSight, as described in the section entitled "Other cash requirements" above.
(4)The table above does not include the Company's long-term tax liabilities of $492 million relating to UTPs (of which $103 million is indemnified via indemnification assets acquired as part of acquisition accounting), since the expected cash outflow of such amounts by period cannot be reasonably estimated. Additionally, the table above does not include approximately $33 million relating to indemnification liability resulting from the divestiture of MAKS and approximately $18 million relating to the remaining unpaid deemed repatriation liability resulting from the Tax Act enacted into law in the U.S. in December 2017.
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 adjusted financial measures, when read in conjunction with the 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 adjusted measures, as defined by the Company, are not necessarily comparable to similarly defined measures of other companies. Furthermore, these adjusted 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 adjusted financial measures accompanied by a reconciliation of the adjusted measure to its most directly comparable GAAP measure:
Adjusted Operating Income and Adjusted Operating Margin:
The Company presents Adjusted Operating Income and Adjusted Operating Margin because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance. Adjusted Operating Income excludes the impact of: i) depreciation and amortization; ii) restructuring charges/adjustments; and iii) a loss pursuant to the divestiture of MAKS. Depreciation and amortization are excluded because companies utilize productive assets of different ages and use different methods of acquiring and depreciating productive assets. Restructuring charges are excluded as the frequency and magnitude of these charges may vary widely across periods and companies. The loss pursuant to the divestiture of MAKS is excluded as the frequency and magnitude of divestiture activity may vary widely from period to period and across companies.
Management believes that the exclusion of the aforementioned items, as detailed in the reconciliation below, allows for an additional perspective on the Company’s operating results from period to period and across companies. The Company defines Adjusted Operating Margin as Adjusted Operating Income divided by revenue.
Three Months Ended September 30,
Nine Months Ended September 30,
2021
2020
2021
2020
Operating income
$
676
$
642
$
2,330
$
1,944
Adjustments:
Depreciation and amortization
61
56
180
163
Restructuring
—
23
2
20
Loss pursuant to the divestiture of MAKS
—
—
—
9
Adjusted Operating Income
$
737
$
721
$
2,512
$
2,136
Operating margin
44.3
%
47.3
%
49.8
%
47.6
%
Adjusted Operating Margin
48.3
%
53.2
%
53.7
%
52.3
%
Adjusted Net Income and Adjusted Diluted EPS attributable to Moody's common shareholders:
The Company presents Adjusted Net Income and Adjusted Diluted EPS because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance. Adjusted Net Income and Adjusted Diluted EPS exclude the impact of: i) amortization of acquired intangible assets; ii) restructuring charges/adjustments; and iii) loss pursuant to the divestiture of MAKS.
The Company excludes the impact of amortization of acquired intangible assets as companies utilize intangible assets with different ages and have different methods of acquiring and amortizing intangible assets. These intangible assets were recorded as part of acquisition accounting and contribute to revenue generation. The amortization of intangible assets related to acquisitions will recur in future periods until such intangible assets have been fully amortized. Furthermore, the timing and magnitude of business combination transactions are not predictable and the purchase price allocated to amortizable intangible assets and the related amortization period are unique to each acquisition and can vary significantly from period to period and across companies. Restructuring charges are excluded as the frequency and magnitude of these charges may vary widely across periods and companies. The loss pursuant to the divestiture of MAKS is excluded as the frequency and magnitude of divestiture activity may vary widely from period to period and across companies.
The Company excludes the aforementioned items to provide additional perspective when comparing net income and diluted EPS from period to period and across companies as the frequency and magnitude of similar transactions may vary widely across periods.
Tax on Acquisition-Related Intangible Amortization Expenses
(0.04)
(0.04)
(0.13)
(0.09)
Net Acquisition-Related Intangible Amortization Expenses
0.16
0.12
0.44
0.38
Pre-Tax Restructuring
$
—
$
0.12
$
0.01
$
0.10
Tax on Restructuring
—
(0.02)
—
(0.02)
Net Restructuring
—
0.10
0.01
0.08
Loss pursuant to the divestiture of MAKS
—
—
—
0.05
Adjusted Diluted EPS
$
2.69
$
2.69
$
9.96
$
8.24
Note: the tax impacts in the table above were calculated using tax rates in effect in the jurisdiction for which the item relates.
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:
The Company presents the organic revenue and organic revenue growth (including organic recurring revenue and organic recurring revenue growth for the ERS LOB) because management deems these metrics to be useful measures which provides additional perspective in assessing the revenue growth excluding the inorganic revenue impacts from certain acquisition activity. The following table details the periods excluded from each acquisition to determine organic revenue.
Period excluded to determine organic revenue growth
Acquisition
Acquisition Date
Q3
YTD
Regulatory DataCorp
February 13, 2020
-
January 1, 2021 - February 12, 2021
Acquire Media
October 21, 2020
July 1, 2021 - September 30, 2021
January 1, 2021 - September 30, 2021
ZM Financial Systems
December 7, 2020
July 1, 2021 - September 30, 2021
January 1, 2021 - September 30, 2021
Catylist
December 30, 2020
July 1, 2021 - September 30, 2021
January 1, 2021 - September 30, 2021
Cortera
March 19, 2021
July 1, 2021 - September 30, 2021
March 19, 2021 - September 30, 2021
RMS
September 15, 2021
September 15, 2021 - September 30, 2021
September 15, 2021 - September 30, 2021
Below is a reconciliation of MA's reported revenue and growth rates to its organic revenue and organic growth rates:
Refer to Note 1 to the condensed consolidated financial statements located in Part I of this Form 10-Q for a discussion on the impact to the Company relating to recently issued accounting pronouncements.
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 18 "Contingencies” in this Form 10-Q.
Regulation
MIS, certain of the Company's credit rating affiliates and many of the issuers and/or securities that MIS and the affiliates rate, are subject to extensive regulation in the U.S., EU and in other countries (including by state and local authorities). In addition, some of the services offered by MA and its affiliates are subject to regulation in a number of countries. MA also derives a significant amount of its sales from banks and other financial services providers who are subject to regulatory oversight and who are required to pass through certain regulatory requirements to key suppliers such as MA. Existing and proposed laws and regulations can impact the Company’s operations, products and the markets in which the Company operates. Additional laws and regulations 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 Company’s operations, including the issuance of credit ratings, and may negatively impact the Company’s profitability and ability to compete, or result in changes in the demand for the Company’s products and services, in the manner in which the Company’s products and services are utilized and in the manner in which the Company operates.
The regulatory landscape continues to evolve. In the U.S., CRAs are subject to extensive regulation primarily pursuant to the Reform Act and the Dodd-Frank Act. The Reform Act added Section 15E to the Exchange Act and provided the SEC with the authority to establish a registration and oversight program for CRAs registered as NRSROs. The Dodd-Frank Act added additional provisions to Section 15E. The transitions of the Presidential administration, Congress and SEC, in the U.S., as with any such government transition, could bring potential changes in the laws affecting CRAs and/or the enforcement of any new or existing legislation, regulation or directives by government authorities.
In the EU, the CRA industry is registered and supervised through a pan-EU regulatory framework. ESMA has direct supervisory responsibility for registered CRAs throughout the EU. MIS’ EU CRA subsidiaries are registered and are subject to formal regulation and periodic inspection. From time to time, ESMA publishes interpretive guidance, or thematic reports regarding various aspects of the CRA regulation and, annually, sets out its work program for the forthcoming year. In July 2021, the Commission announced further measures in respect of its sustainable finance strategy. These include further assessments in respect of both CRAs and sustainability ratings and research, which might lead to legislative action.
On December 31, 2020, the MIS U.K. registered CRA ceased to be registered with and regulated by ESMA and became subject to regulation by the U.K. Financial Conduct Authority (FCA). Regulatory arrangements also came into effect in both the U.K. and the EU to allow credit ratings to be available for regulatory use in both the EU and the U.K. MIS has put arrangements in place to endorse its U.K. credit ratings into the EU and its EU credit ratings into the U.K.
In light of the regulations that have gone into effect in both the EU and the U.S. (as well as many other countries), periodically and as a matter of course pursuant to their enabling legislation, regulatory authorities have, and will continue to, publish reports that describe their oversight activities. In addition, other legislation, regulation and/or interpretation of existing regulation relating to the Company’s operations, including credit rating, ancillary and research services has been or 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 CRAs. If enacted, any such legislation and regulation could change the competitive landscape in which the Company operates. The legal status of CRAs 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 the Company.
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 business and operations of the Company 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 quarterly report on Form 10-Q, including in the sections entitled “Contingencies” under Item 2, “MD&A”, commencing on page 50 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 or otherwise convey the prospective nature of events or outcomes generally indicative of forward-looking statements. 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, except as required by applicable law or regulation. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company is identifying certain factors 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 impact of COVID-19 on volatility in the U.S. and world financial markets, on general economic conditions and GDP in the U.S. and worldwide, and on the Company’s own operations and personnel;
•credit market disruptions or economic slowdowns, which could 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 regulation, credit quality concerns, changes in interest rates, inflation and other volatility in the financial markets such as that due to Brexit and uncertainty as companies transition away from LIBOR;
•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 actions affecting credit markets, international trade and economic policy, including those related to tariffs, tax agreements and trade barriers;
•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;
•the potential for increased competition and regulation in the EU and other foreign jurisdictions;
•exposure to litigation related to Moody's Investors Service's 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 U.S. 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 and the expansion of supervisory remit to include non-EU ratings used for regulatory purposes;
•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;
•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 data protection and privacy laws, 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;
•a decline in the demand for credit risk management tools by financial institutions.
Other factors, risks and uncertainties relating to our acquisition of RMS could cause our actual results to differ, perhaps materially, from those indicated by these forward-looking statements, including risks relating to the integration of RMS’s operations, products and employees into Moody’s and the possibility that anticipated synergies and other benefits of the acquisition will not be realized in the amounts anticipated or will not be realized within the expected timeframe; risks that the acquisition could have an adverse effect on the business of RMS or its prospects, including, without limitation, on relationships with vendors, suppliers or customers; claims made, from time to time, by vendors, suppliers or customers; changes in the U.S., Europe (primarily the U.K.), Japan, India or global marketplaces that have an adverse effect on the business of RMS; and other factors, risks and uncertainties relating to the transaction as set forth under the caption “‘Safe Harbor’ Statement under the Private Securities Litigation Reform Act of 1995 ” in the Company's report on Form 8-K filed on August 6, 2021, which are incorporated by reference herein. These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are currently, or in the future could be, amplified by the COVID-19 outbreak, and 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, 2020 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
There have been no material changes to the Company's market risk during the nine months ended September 30, 2021. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of the 2020 Form 10-K.
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.
The Company is in the process of a multi-year initiative to simplify and standardize processes and systems within its shared services function. In the third quarter of 2021, the Company has completed the second phase of an implementation of a new enterprise resource planning (ERP) system. The rollout of the second phase of implementing the new ERP system resulted in the same level of internal control over financial reporting as was in place prior to the implementation and resulted in the automation of certain controls. However, as future phases of the updated processes are rolled out in connection with the ERP implementation, the Company anticipates process changes that may necessitate changes in the design of and testing for effectiveness of internal controls over financial reporting.
Aside from the change noted above, 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 three-month period ended September 30, 2021. Although a significant portion of the Company’s workforce has been working remotely due to the COVID-19 pandemic, Moody’s has not experienced any material impact to its internal controls over financial reporting.
For information regarding legal proceedings, see Item 1 – “Financial Statements – Notes to Condensed Consolidated Financial Statements (Unaudited),” Note 18 “Contingencies” in this Form 10-Q.
Item 1A. Risk Factors
There have been no material changes from the significant risk factors and uncertainties previously disclosed under the heading "Risk Factors" in the Company's annual report on Form 10-K for the year ended December 31, 2020, that if they were to occur, could materially adversely affect the Company’s business, financial condition, operating results and/or cash flow. For a discussion of the Company’s risk factors, refer to Item 1A. “Risk Factors”, contained in the Company’s annual report on Form 10-K for the year ended December 31, 2020.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
MOODY'S PURCHASES OF EQUITY SECURITIES
For the three months ended September 30, 2021
Period
Total Number of Shares Purchased (1)
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Program
Approximate Dollar Value of Shares That May Yet be Purchased Under the Program(2)
July 1- 31
283,386
$
374.04
277,547
$
1,224
million
August 1- 31
56,345
$
377.98
55,636
$
1,203
million
September 1- 30
1,076
$
—
—
$
1,203
million
Total
340,807
$
374.70
333,183
(1)Includes surrender to the Company of 5,839; 709; and 1,076 shares of common stock in July, August and September, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
(2)As of the last day of each of the months. On December 16, 2019, the Board authorized $1 billion in share repurchase authority and on February 9, 2021, the Board approved an additional $1 billion in share repurchase authority. At September 30, 2021 there was approximately $1,203 million of combined share repurchase authority remaining. There is no established expiration date for the remaining authorization.
During the third quarter of 2021, Moody’s issued a net 54 thousand shares under employee stock-based compensation plans.
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
* Filed herewith
† Management contract of compensatory plan or arrangement
# Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Moody’s hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
MOODY’S CORPORATION
By:
/ S / MARK KAYE
Mark Kaye
Executive Vice President and Chief Financial Officer
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