QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2023
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
ARR
Annualized Recurring Revenue; a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time, excluding the impact of FX and contracts related to acquisitions
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, Republic of South Korea, Malaysia, Singapore, Sri Lanka and Thailand
ASR
Accelerated Share Repurchase
ASU
The FASB Accounting Standards Update to the ASC. 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
BitSight
A provider that helps global market participants understand cyber risk through ratings, analytics, and performance management tools
Board
The board of directors of the Company
BPS
Basis points
CCXI
China Cheng Xin International Credit Rating Co. Ltd.; China’s first and largest domestic credit rating agency approved by the People’s Bank of China; currently Moody’s owns 30% of CCXI
CDP
Carbon Disclosure Project; an international nonprofit organization that helps companies, cities, states and regions manage their environmental impact through a global disclosure system
CFG
Corporate finance group; an LOB of MIS
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
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 2021 Facility
Data and Information (D&I)
LOB within MA which provides vast data sets on companies and securities via data feeds and data applications products
Decision Solutions (DS)
LOB within MA that provides SaaS solutions supporting banking, insurance, and KYC workflows. This LOB utilizes components from the Data & Information and Research & Insights LOBs to provide risk assessment solutions
EMEA
Represents countries within Europe, the Middle East and Africa
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
GCR
Global Credit Rating Company Limited; a credit rating agency in Africa with operations spanning the continent, including in South Africa, Nigeria, Senegal, Kenya, and Mauritius
GDP
Gross domestic product
GRI
Global Reporting Initiative; an international independent standards organization that helps organizations understand and disclose their impact on climate change, human rights and corruption
ICRA
ICRA Limited; a provider of credit ratings and research in India
kompany
360kompany AG (kompany); a Vienna, Austria-based platform for business verification and Know Your Customer (KYC) technology solutions, acquired by the Company in February 2022
KYC
Know-your-customer
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 three LOBs - Decision Solutions; Research and Insights; and Data and Information
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 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 professional services. These businesses are components of MIS; MIS Other is an LOB of MIS
Moody’s
Moody’s Corporation and its subsidiaries; MCO; the Company
MSS
Moody's Shared Services; primarily consists of information technology and support staff such as finance, human resources and legal that support both MA and MIS
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
Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC
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
PPIF
Public, project and infrastructure finance; an LOB of MIS
Recurring Revenue
For MA, represents subscription-based revenue and software maintenance 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
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
Research and Insights (R&I)
LOB within MA thatprovides models, scores, expert insights and commentary. This LOB includes credit research; credit models and analytics; economics data and models; and structured finance solutions
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
SaaS
Software-as-a-Service
SASB
Sustainability Accounting Standards Board
SEC
U.S. Securities and Exchange Commission
SFG
Structured finance group; an LOB of MIS
SG&A
Selling, general and administrative expenses
SOFR
Secured Overnight Financing Rate
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.
TCFD
Task Force on Climate-Related Financial Disclosures
Total Debt
All indebtedness of the Company as reflected on the consolidated balance sheets
Transaction Revenue
For MA, represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, and training and certification services. For MIS (excluding MIS Other), represents the initial rating of a new debt issuance as well as other one-time fees. For MIS Other, represents revenue from professional services.
U.K.
United Kingdom
U.S.
United States
USD
U.S. dollar
UTPs
Uncertain tax positions
WEF
World Economic Forum; an independent international organization for public-private cooperation that engages the foremost political, business, cultural and other leaders of society to shape global, regional and industry agendas
2001 Plan
2001 Moody's Corporation Key Employees' Stock Incentive Plan, as amended and restated December 20, 2022
2022 - 2023 Geolocation Restructuring Program
Restructuring program approved by the chief executive officer of Moody’s on June 30, 2022 relating to the Company's post-COVID-19 geolocation strategy
2013 Senior Notes due 2024
Principal amount of $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 2028
Principal amount of $500 million, 3.250% senior unsecured notes due January 15, 2028
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
(Amounts in millions, except share and per share data)
June 30, 2023
December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents
$
2,278
$
1,769
Short-term investments
57
90
Accounts receivable, net of allowance for credit losses of $33 in 2023 and $40 in 2022
1,542
1,652
Other current assets
513
583
Total current assets
4,390
4,094
Property and equipment, net of accumulated depreciation of $1,195 in 2023 and $1,123 in 2022
541
502
Operating lease right-of-use assets
330
346
Goodwill
5,926
5,839
Intangible assets, net
2,138
2,210
Deferred tax assets, net
265
266
Other assets
1,101
1,092
Total assets
$
14,691
$
14,349
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities
$
877
$
1,011
Current portion of operating lease liabilities
105
106
Current portion of long-term debt
300
—
Deferred revenue
1,385
1,258
Total current liabilities
2,667
2,375
Non-current portion of deferred revenue
67
75
Long-term debt
6,923
7,389
Deferred tax liabilities, net
485
457
Uncertain tax positions
204
322
Operating lease liabilities
344
368
Other liabilities
689
674
Total liabilities
11,379
11,660
Contingencies (Note 16)
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 June 30, 2023 and December 31, 2022, respectively
3
3
Capital surplus
1,124
1,054
Retained earnings
14,213
13,618
Treasury stock, at cost; 159,444,702 and 159,702,362 shares of common stock at June 30, 2023 and December 31, 2022, respectively
(11,626)
(11,513)
Accumulated other comprehensive loss
(570)
(643)
Total Moody's shareholders' equity
3,144
2,519
Noncontrolling interests
168
170
Total shareholders' equity
3,312
2,689
Total liabilities, noncontrolling interests, and shareholders' equity
$
14,691
$
14,349
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 risk assessment firm that empowers organizations and investors to make better decisions. Moody’s reports in two reportable segments: MA and MIS.
MA is a global provider of: i) data and information; ii) research and insights; and iii) decision solutions, which help companies make better and faster decisions. MA leverages its industry expertise across multiple risks such as credit, market, financial crime, supply chain, catastrophe and climate to deliver risk assessment solutions that enable business leaders to identify, measure and manage the implications of interrelated risks and opportunities.
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.
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 2022 annual report on Form 10-K filed with the SEC on February 15, 2023. 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 in 2023
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 (codified into ASC Topic 848 "Reference Rate Reform"). 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. In December 2022, the FASB issued ASU 2022-06, "Reference Rate Reform—Deferral of the Sunset Date of Topic 848," which deferred the sunset date of Topic 848 to December 31, 2024. These ASU's were effective upon issuance and the amendments may be applied prospectively through December 31, 2024 as the transition from LIBOR is completed.
During the first quarter of 2023, the Company modified the contractual terms of certain of its interest rate swaps designated as fair value hedges and cross-currency swaps designated as net investment hedges. These modifications replaced the previous LIBOR/EURIBOR-based reference rates included in the swap agreements to SOFR/ESTR-based rates. Pursuant to the modification of the contractual terms of these instruments, the Company utilized the optional expedients set forth in ASC Topic 848 relating to derivative instruments used in hedging relationships. The aggregate notional amounts of these swaps is disclosed in Note 8.
Reclassification of Previously Reported Revenue by LOB
In the second quarter of 2023, the Company expanded its disaggregation of revenue disclosures for MA's Decision Solutions LOB to enhance insight and transparency into this business. In conjunction with this new presentation, the Company reclassified certain immaterial revenue relating to structured finance solutions from the Decision Solutions LOB to the Research & Insights LOB.
Prior year revenue by LOB disclosures have been reclassified to conform to this new presentation, which is disclosed in Note 2.
The following table presents the Company’s revenues disaggregated by LOB:
Three Months Ended
June 30,
Six Months Ended June 30,
2023
2022
2023
2022
MA:
Decision Solutions (DS)
Banking
$
123
$
110
$
254
$
240
Insurance
133
119
266
241
KYC
78
65
148
127
Total DS
334
294
668
608
Research and Insights (R&I)
217
203
432
406
Data and Information (D&I)
196
178
384
356
Total external revenue
747
675
1,484
1,370
Intersegment revenue
4
1
7
3
Total MA
751
676
1,491
1,373
MIS:
Corporate Finance (CFG)
Investment-grade
94
68
209
182
High-yield
46
31
78
70
Bank loans
68
72
127
185
Other accounts (1)
157
151
307
302
Total CFG
365
322
721
739
Structured Finance (SFG)
Asset-backed securities
32
31
59
63
RMBS
25
28
50
63
CMBS
14
27
28
65
Structured credit
31
36
63
75
Other accounts
—
1
1
1
Total SFG
102
123
201
267
Financial Institutions (FIG)
Banking
97
93
197
182
Insurance
35
24
68
58
Managed investments
10
8
16
13
Other accounts
3
3
6
6
Total FIG
145
128
287
259
Public, Project and Infrastructure Finance (PPIF)
Public finance / sovereign
54
55
106
113
Project and infrastructure
73
67
150
132
Total PPIF
127
122
256
245
Total ratings revenue
739
695
1,465
1,510
MIS Other
8
11
15
23
Total external revenue
747
706
1,480
1,533
Intersegment revenue
46
43
91
86
Total MIS
793
749
1,571
1,619
Eliminations
(50)
(44)
(98)
(89)
Total MCO
$
1,494
$
1,381
$
2,964
$
2,903
(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.
(1) Revenue from software implementation services and risk management advisory projects, while classified by management as transactional revenue, is recognized over time under U.S. GAAP (please also refer to the following table).
The following table presents the timing of revenue recognition:
Three Months Ended June 30, 2023
Six Months Ended June 30, 2023
MA
MIS
Total
MA
MIS
Total
Revenue recognized at a point in time
$
22
$
443
$
465
$
49
$
875
$
924
Revenue recognized over time
725
304
1,029
1,435
605
2,040
Total
$
747
$
747
$
1,494
$
1,484
$
1,480
$
2,964
Three Months Ended June 30, 2022
Six Months Ended June 30, 2022
MA
MIS
Total
MA
MIS
Total
Revenue recognized at a point in time
$
16
$
412
$
428
$
57
$
939
$
996
Revenue recognized over time
659
294
953
1,313
594
1,907
Total
$
675
$
706
$
1,381
$
1,370
$
1,533
$
2,903
Unbilled receivables, deferred revenue and remaining performance obligations
Unbilled receivables
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. In addition, 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.
The following table presents the Company's unbilled receivables, which are included within accounts receivable, net, at June 30, 2023 and December 31, 2022:
As of June 30, 2023
As of December 31, 2022
MA
MIS
MA
MIS
Unbilled Receivables
$
119
$
428
$
148
$
385
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 six months ended June 30, 2023 and 2022 are as follows:
Three Months Ended June 30, 2023
Three Months Ended June 30, 2022
MA
MIS
Total
MA
MIS
Total
Balance at March 31,
$
1,288
$
360
$
1,648
$
1,234
$
377
$
1,611
Changes in deferred revenue
Revenue recognized that was included in the deferred revenue balance at the beginning of the period
(592)
(116)
(708)
(391)
(117)
(508)
Increases due to amounts billable excluding amounts recognized as revenue during the period
417
91
508
213
94
307
Effect of exchange rate changes
3
1
4
(37)
(7)
(44)
Total changes in deferred revenue
(172)
(24)
(196)
(215)
(30)
(245)
Balance at June 30,
$
1,116
$
336
$
1,452
$
1,019
$
347
$
1,366
Six Months Ended June 30, 2023
Six Months Ended June 30, 2022
MA
MIS
Total
MA
MIS
Total
Balance at December 31,
$
1,055
$
278
$
1,333
$
1,039
$
296
$
1,335
Changes in deferred revenue
Revenue recognized that was included in the deferred revenue balance at the beginning of the period
(788)
(160)
(948)
(654)
(155)
(809)
Increases due to amounts billable excluding amounts recognized as revenue during the period
830
216
1,046
680
215
895
Increases due to acquisitions during the period
—
—
—
1
—
1
Effect of exchange rate changes
19
2
21
(47)
(9)
(56)
Total changes in deferred revenue
61
58
119
(20)
51
31
Balance at June 30,
$
1,116
$
336
$
1,452
$
1,019
$
347
$
1,366
Deferred revenue - current
$
1,115
$
270
$
1,385
$
1,017
$
268
$
1,285
Deferred revenue - non-current
$
1
$
66
$
67
$
2
$
79
$
81
For the MA segment, the decrease in deferred revenue for the three months ended June 30, 2023 was primarily due to the recognition of annual subscription and maintenance billings from December 2022 and January 2023. For the six months ended June 30, 2023, the increase in deferred revenue is primarily attributable to the high concentration of billings in the first quarter.
For the MIS segment, the changes in the deferred revenue balance during the three and six months ended June 30, 2023 were primarily related to the significant portion of contract renewals that occurred during the first quarter of 2023 and are generally recognized over a one year period.
Remaining performance obligations in the MA segment include both amounts recorded as deferred revenue on the balance sheet as of June 30, 2023 as well as amounts not yet invoiced to customers as of June 30, 2023, largely reflecting future revenue related to signed multi-year arrangements for hosted and installed subscription-based products. As of June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $3.2 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.
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 June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $96 million. The Company expects to recognize into revenue approximately 25% 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.
NOTE 3. STOCK-BASED COMPENSATION
Presented below is a summary of the stock-based compensation cost and associated tax benefit included in the accompanying consolidated statements of operations:
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Stock-based compensation cost
$
50
$
38
$
97
$
84
Tax benefit
$
12
$
9
$
22
$
20
In April 2023, stockholders approved an amendment to the 2001 Plan increasing the number of shares of common stock authorized for issuance by 4.0 million. This results in the 2001 Plan now permitting for the grant of up to 54.6 million shares, of which not more than 10.7 million shares are available for grants of awards other than stock options. During the first half of 2023, the Company granted 0.1 million employee stock options, which had a weighted average grant date fair value of $94.67 per share. The Company also granted 0.6 million shares of restricted stock in the first six months of 2023, which had a weighted average grant date fair value of $295.59 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 $286.04 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 2023:
Expected dividend yield
1.04
%
Expected stock volatility
29
%
Risk-free interest rate
4.18
%
Expected holding period
5.8 years
Unrecognized stock-based compensation expense at June 30, 2023 was $17 million and $309 million for stock options and unvested restricted stock, respectively, which is expected to be recognized over a weighted average period of 2.1 years and 2.7 years, respectively. Additionally, there was $39 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 2.2 years.
The following table summarizes information relating to stock option exercises and restricted stock vesting:
Six Months Ended June 30,
2023
2022
Exercise of stock options:
Proceeds from stock option exercises
$
21
$
4
Aggregate intrinsic value
$
44
$
5
Tax benefit realized upon exercise
$
10
$
1
Number of shares exercised (1)
0.2
—
Vesting of restricted stock:
Fair value of shares vested
$
147
$
170
Tax benefit realized upon vesting
$
34
$
40
Number of shares vested
0.5
0.5
Vesting of performance-based restricted stock:
Fair value of shares vested
$
24
$
50
Tax benefit realized upon vesting
$
3
$
7
Number of shares vested
0.1
0.2
(1) The number of options exercised in 2022 was approximately 27 thousand.
NOTE 4. INCOME TAXES
Moody’s effective tax rate (ETR) was 23.4% and 26.2% for the three months ended June 30, 2023 and 2022, respectively. The 2.8% decrease was primarily due to higher excess tax benefits realized from stock-based compensation, along with a non-deductible foreign currency translation loss in 2022 resulting from the Company no longer conducting commercial operations in Russia. Furthermore, Moody’s ETR for the six months ended June 30, 2023 and 2022 was 12.0% and 21.6%, respectively. The 9.6% decrease in the ETR for the six months ended June 30, 2023 compared to the same period in the prior year was primarily due to tax benefits recognized in the first quarter of 2023, which reflect the resolutions of uncertain tax positions in various U.S. and non-U.S. tax jurisdictions. The Company’s year-to-date provision for income taxes differs from the tax computed by applying its estimated annual effective tax rate to the pre-tax earnings primarily due to the following items recognized in 2023: i) net reductions in UTPs of $117 million related to the resolutions of UTPs; and ii) excess tax benefits from stock-based compensation of $13 million.
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 income (expense), net.
Moody’s Corporation and subsidiaries are subject to U.S. federal income tax as well as income tax in various state, local and foreign jurisdictions. The Company’s U.S. federal income tax returns for 2019 through 2020 are currently under examination and 2021 remains open to examination. The Company’s New York City tax returns for 2015 through 2019 are currently under examination. The Company’s U.K. tax returns for 2017 through 2021 remain open to 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 such 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 will 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 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 ASC Topic 740 regarding UTPs.
The following table shows the amount the Company paid for income taxes:
Six Months Ended June 30,
2023
2022
Income taxes paid
$
122
$
326
In August 2022, the U.S. Congress passed the Inflation Reduction Act, which included a corporate minimum tax on book earnings of 15%, an excise tax on corporate share repurchases of 1%, and certain climate change and energy tax credit incentives. The adoption of a corporate minimum tax of 15% is not expected to impact Moody’s ETR. The excise tax of 1% on corporate share buybacks will not have an impact on the Company’s ETR for 2023.
NOTE 5. RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING
Below is a reconciliation of basic to diluted shares outstanding:
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Basic
183.5
184.1
183.4
184.6
Dilutive effect of shares issuable under stock-based compensation plans
0.6
0.8
0.7
0.8
Diluted
184.1
184.9
184.1
185.4
Anti-dilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above
0.4
0.8
0.5
0.4
The calculation of basic shares outstanding is based on the weighted average number of shares of common stock outstanding during the reporting period. 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 June 30, 2023 and 2022.
NOTE 6. ACCELERATED SHARE REPURCHASE PROGRAM
On March 1, 2022, the Company entered into an ASR agreement with a financial institution counterparty to repurchase $500 million of its outstanding common stock. The Company paid $500 million to the counterparty and received an initial delivery of 1.2 million shares of its common stock. Final settlement of the ASR agreement was completed in April 2022 and the Company received delivery of an additional 0.3 million shares of the Company’s common stock.
In total, the Company repurchased 1.5 million shares of the Company’s common stock during the term of the ASR Agreement, based on the volume-weighted average price (net of discount) of $324.20 per share over the duration of the program. The initial share repurchase and final share settlement were recorded as a reduction to shareholders’ equity.
NOTE 7. CASH EQUIVALENTS AND INVESTMENTS
The table below provides additional information on the Company’s cash equivalents and investments:
As of June 30, 2023
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/funds (1)
$
1,221
$
—
$
1,221
$
1,159
$
57
$
5
Mutual funds
$
87
$
4
$
91
$
—
$
—
$
91
As of December 31, 2022
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)
$
914
$
—
$
914
$
808
$
90
$
16
Mutual funds
$
71
$
—
$
71
$
—
$
—
$
71
(1) Consists of time deposits, money market deposit accounts and money market funds. The remaining contractual maturities for the certificates of deposits classified as short-term investments are one month to 12 months at both June 30, 2023 and December 31, 2022. The remaining contractual maturities for the certificates of deposits classified in other assets are 13 months to 18 months at June 30, 2023 and 13 months to 24 months at December 31, 2022. 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). As of June 30, 2023 and December 31, 2022, the contract value of the COLI was $47 million and $40 million, respectively.
NOTE 8. 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 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 SOFR. 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:
As of June 30, 2023
As of December 31, 2022
Hedged Item
Nature of Swap
Notional Amount
Floating Interest Rate (1)
Notional Amount
Floating Interest Rate
2017 Senior Notes due 2028
Pay Floating/Receive Fixed
$
500
SOFR
$
500
3-month LIBOR
2020 Senior Notes due 2025
Pay Floating/Receive Fixed
300
SOFR
300
6-month LIBOR
2014 Senior Notes due 2044
Pay Floating/Receive Fixed
300
SOFR
300
3-month LIBOR
2018 Senior Notes due 2048
Pay Floating/Receive Fixed
300
SOFR
300
3-month LIBOR
2018 Senior Notes due 2029
Pay Floating/Receive Fixed
400
SOFR
400
SOFR
2022 Senior Notes due 2052
Pay Floating/Receive Fixed
500
SOFR
500
SOFR
2022 Senior Notes due 2032
Pay Floating/Receive Fixed
250
SOFR
250
SOFR
Total
$
2,550
$
2,550
(1) Contractual terms of instruments using the 3-month or 6-month LIBOR at December 31, 2022 were modified to the SOFR reference rate in the first quarter of 2023.
Refer to Note 14 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 June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Interest expense, net
$
(71)
$
(55)
$
(119)
$
(108)
Descriptions
Location on Consolidated Statements of Operations
Net interest settlements and accruals on interest rate swaps
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:
June 30, 2023
Pay
Receive
Nature of Swap
Notional Amount
Weighted Average Interest Rate
Notional Amount
Weighted Average Interest Rate
Pay Fixed/Receive Fixed
€
765
3.67%
$
800
5.25%
Pay Floating/Receive Floating
2,138
Based on ESTR
2,250
Based on SOFR
Total
€
2,903
$
3,050
December 31, 2022
Pay
Receive
Nature of Swap
Notional Amount
Weighted Average Interest Rate
Notional Amount
Weighted Average Interest Rate
Pay Fixed/Receive Fixed
€
765
3.67%
$
800
5.25%
Pay Floating/Receive Floating
450
Based on 3-month EURIBOR
500
Based on 3-month USD LIBOR
Pay Floating/Receive Floating
1,688
Based on ESTR
1,750
Based on SOFR
Total
€
2,903
$
3,050
As of June 30, 2023 these hedges will expire and the notional amounts will be settled as follows unless terminated early at the discretion of the Company:
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 ASC Topic 815. Accordingly, changes in the fair value of these contracts are recognized immediately in other non-operating income (expense), 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 October 2023.
The following table summarizes the notional amounts of the Company’s outstanding foreign exchange forwards:
June 30, 2023
December 31, 2022
Notional amount of currency pair:
Sell
Buy
Sell
Buy
Contracts to sell USD for GBP
$
683
£
548
$
170
£
146
Contracts to sell USD for Japanese yen
$
15
¥
2,000
$
24
¥
3,500
Contracts to sell USD for Canadian dollars
$
116
C$
155
$
87
C$
120
Contracts to sell USD for Singapore dollars
$
81
S$
109
$
50
S$
70
Contracts to sell USD for euros
$
272
€
250
$
116
€
115
Contracts to sell USD for Indian rupee
$
23
₹
1,900
$
19
₹
1,600
Contracts to sell GBP for USD
£
90
$
115
£
—
$
—
Contracts to sell euros for USD
€
125
$
135
€
85
$
89
NOTE: € = euro, £ = British pound, $ = U.S. dollar, ¥ = Japanese yen, C$ = Canadian dollar, S$= Singapore dollars, ₹= Indian rupee
Total Return Swaps
Beginning in the second quarter of 2023, the Company entered into total return swaps to mitigate market-driven changes in the value of certain liabilities associated with the Company's deferred compensation plans. The fair value of these swaps at June 30, 2023 and related gains in the three and six months ended June 30, 2023 were not material. The notional amount of the total return swaps as of June 30, 2023 was $59 million.
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:
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
June 30, 2023
December 31, 2022
Assets:
Derivatives designated as accounting hedges:
Cross-currency swaps designated as net investment hedges
Other assets
$
7
$
27
Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilities
Other current assets
10
19
Total assets
$
17
$
46
Liabilities:
Derivatives designated as accounting hedges:
Cross-currency swaps designated as net investment hedges
Other liabilities
$
142
$
78
Interest rate swaps designated as fair value hedges
NOTE 9. GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS
The following table summarizes the activity in goodwill for the periods indicated:
Six Months Ended June 30, 2023
MA
MIS
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
$
5,474
$
(12)
$
5,462
$
377
$
—
$
377
$
5,851
$
(12)
$
5,839
Additions/
adjustments (1)
90
—
90
(87)
—
(87)
3
—
3
Foreign currency translation adjustments
85
—
85
(1)
—
(1)
84
—
84
Ending balance
$
5,649
$
(12)
$
5,637
$
289
$
—
$
289
$
5,938
$
(12)
$
5,926
Year Ended December 31, 2022
MA
MIS
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
$
5,615
$
(12)
$
5,603
$
396
$
—
$
396
$
6,011
$
(12)
$
5,999
Additions/
adjustments (2)
88
—
88
4
—
4
92
—
92
Foreign currency translation adjustments
(229)
—
(229)
(23)
—
(23)
(252)
—
(252)
Ending balance
$
5,474
$
(12)
$
5,462
$
377
$
—
$
377
$
5,851
$
(12)
$
5,839
(1) The 2023 additions/adjustments primarily relate to a reallocation of goodwill pursuant to a realignment of certain components of the Company's ESG business in the first quarter of 2023.
(2) The 2022 additions/adjustments for the MA segment in the table above primarily relate to the acquisition of kompany in the first quarter of 2022.
Acquired intangible assets and related amortization consisted of:
June 30, 2023
December 31, 2022
Customer relationships
$
2,055
$
2,024
Accumulated amortization
(507)
(453)
Net customer relationships
1,548
1,571
Software/product technology
670
661
Accumulated amortization
(326)
(283)
Net software/product technology
344
378
Database
178
178
Accumulated amortization
(73)
(64)
Net database
105
114
Trade names
199
197
Accumulated amortization
(65)
(58)
Net trade names
134
139
Other (1)
52
52
Accumulated amortization
(45)
(44)
Net other
7
8
Total acquired intangible assets, net
$
2,138
$
2,210
(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
June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Amortization expense
$
50
$
51
$
101
$
102
NOTE 10. RESTRUCTURING
On June 30, 2022, the chief executive officer of Moody’s approved a restructuring program (the “2022 - 2023 Geolocation Restructuring Program”). The Company estimates that the program will result in annualized savings of $120 million to $140 million per year. This program relates to the Company's post-COVID-19 geolocation strategy and includes the rationalization and exit of certain leased office spaces and a reduction in staff, including the relocation of certain job functions. The exit from certain leased office spaces began in the fourth quarter of 2022 and is expected to result in $50 million to $70 million of pre-tax charges from vacating the affected office spaces, a large portion of which Moody's intends to sublease. The program is also expected to include $110 million to $120 million of pre-tax personnel-related restructuring charges, an amount that includes severance costs, expense related to the modification of equity awards, and related costs primarily determined under the Company’s existing severance plans. The savings generated from the 2022 - 2023 Geolocation Restructuring Program are expected to strengthen the Company's operating margin, with a portion being deployed to support strategic investments, including the Company's workplace of the future program and employee retention initiatives. The 2022 - 2023 Geolocation Restructuring Program is expected to be substantially complete by the end of 2023. Cash outlays associated with this program, which primarily relate to personnel-related costs, are expected to be $110 million to $120 million, which are expected to be paid through 2024.
Total expense included in the accompanying consolidated statements of operations relating to the aforementioned restructuring program is below:
Substantially all of the restructuring charges recognized during the three and six months ended June 30, 2023 and June 30, 2022 relate to employee termination costs.
Three months ended June 30,
Six months ended June 30,
2023
2022
2023
2022
2020 MA Strategic Reorganization Restructuring Program
$
—
$
(1)
$
—
$
(1)
2022 - 2023 Geolocation Restructuring Program
10
32
24
32
Total Restructuring
$
10
$
31
$
24
$
31
Changes to the restructuring liability for the aforementioned restructuring programs during the first half of 2023 were as follows:
Balance as of December 31, 2022
$
65
2022 - 2023 Geolocation Restructuring Program:
Cost incurred and adjustments
22
Cash payments and adjustments
(57)
Balance as of June 30, 2023
$
30
Cumulative expense incurred through June 30, 2023
Employee Termination Costs
Real Estate Related Costs
Other Costs
Total
2022 - 2023 Geolocation Restructuring Program
$
107
$
29
$
1
$
137
NOTE 11. FAIR VALUE
The table below presents information about items that are carried at fair value at June 30, 2023 and December 31, 2022:
Fair Value Measurement as of June 30, 2023
Description
Balance
Level 1
Level 2
Assets:
Derivatives (1)
$
17
$
—
$
17
Money market funds/mutual funds
231
231
—
Total
$
248
$
231
$
17
Liabilities:
Derivatives (1)
$
384
$
—
$
384
Total
$
384
$
—
$
384
Fair Value Measurement as of December 31, 2022
Description
Balance
Level 1
Level 2
Assets:
Derivatives (1)
$
46
$
—
$
46
Mutual funds
71
71
—
Total
$
117
$
71
$
46
Liabilities:
Derivatives (1)
$
319
$
—
$
319
Total
$
319
$
—
$
319
(1) Represents fair value of certain derivative contracts as more fully described in Note 8 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.
Money market funds and mutual funds:
The money market funds and 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
381
317
Restructuring liability - non-current portion
2
—
Other
47
50
Total other liabilities
$
689
$
674
Investments in non-consolidated affiliates:
The following table provides additional detail regarding Moody's investments in non-consolidated affiliates, as included in other assets in the consolidated balance sheets:
June 30, 2023
December 31, 2022
Equity method investments (1)
$
194
$
187
Investments measured using the measurement alternative (2)
325
325
Other
7
5
Total investments in non-consolidated affiliates
$
526
$
517
(1) Equity securities in which the Company has significant influence over the investee but does not have a controlling financial interest in accordance with ASC Topic 323.
(2) Equity securities without readily determinable fair value for which the Company has elected to apply the measurement alternative in accordance with ASC Topic 321.
Moody's holds various investments accounted for under the equity method, the most significant of which is the Company's minority investment in CCXI. Moody's also holds various investments measured using the measurement alternative, the most significant of which is the Company's minority interest in BitSight.
Earnings from non-consolidated affiliates, which are included within other non-operating income (expense), net, are disclosed within the table below.
Other non-operating income (expense), net:
The following table summarizes the components of other non-operating income (expense), net:
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
FX loss (1)
$
(5)
$
(22)
$
(31)
$
(22)
Net periodic pension costs - other components
9
6
18
12
Income from investments in non-consolidated affiliates
1
2
3
4
Gains / losses on investments
5
(9)
11
(14)
Other (2)
3
13
12
16
Total
$
13
$
(10)
$
13
$
(4)
(1) The amount for the six months ended June 30, 2023 includes a $23 million loss recorded pursuant to an immaterial out-of-period adjustment relating to the 2022 fiscal year. The amounts for the three and six months ended June 30, 2022 include FX translation losses of $20 million reclassified to earnings resulting from the Company no longer conducting commercial operations in Russia.
(2) The amount for the six months ended June 30, 2023 reflects a benefit of $9 million related to the favorable resolutions of various tax matters. The amounts for the three and six months ended June 30, 2022 reflect an $11 million benefit from a statute of limitations lapse relating to reserves established pursuant to the divestiture of MAKS.
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 is 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:
June 30, 2023
Notes Payable:
Principal Amount
Fair Value of Interest Rate Swaps (1)
Unamortized (Discount) Premium
Unamortized Debt Issuance Costs
Carrying Value
4.875% 2013 Senior Notes, due 2024
$
300
$
—
$
—
$
—
$
300
5.25% 2014 Senior Notes, due 2044
600
(42)
3
(4)
557
1.75% 2015 Senior Notes, due 2027
546
—
—
(2)
544
3.25% 2017 Senior Notes, due 2028
500
(37)
(3)
(2)
458
4.25% 2018 Senior Notes, due 2029
400
(42)
(2)
(2)
354
4.875% 2018 Senior Notes, due 2048
400
(44)
(6)
(4)
346
0.950% 2019 Senior Notes, due 2030
818
—
(2)
(4)
812
3.75% 2020 Senior Notes, due 2025
700
(24)
—
(2)
674
3.25% 2020 Senior Notes, due 2050
300
—
(4)
(3)
293
2.55% 2020 Senior Notes, due 2060
300
—
(2)
(3)
295
2.00% 2021 Senior Notes, due 2031
600
—
(7)
(4)
589
2.75% 2021 Senior Notes, due 2041
600
—
(13)
(5)
582
3.10% 2021 Senior Notes, due 2061
500
—
(7)
(5)
488
3.75% 2022 Senior Notes, due 2052
500
(36)
(8)
(5)
451
4.25% 2022 Senior Notes, due 2032
500
(14)
(2)
(4)
480
Total debt
$
7,564
$
(239)
$
(53)
$
(49)
$
7,223
Current portion
(300)
Total long-term debt
$
6,923
December 31, 2022
Notes Payable:
Principal Amount
Fair Value of Interest Rate Swaps (1)
Unamortized (Discount) Premium
Unamortized Debt Issuance Costs
Carrying Value
4.875% 2013 Senior Notes, due 2024
$
500
$
—
$
(1)
$
(1)
$
498
5.25% 2014 Senior Notes, due 2044
600
(42)
3
(4)
557
1.75% 2015 Senior Notes, due 2027
534
—
—
(2)
532
3.25% 2017 Senior Notes, due 2028
500
(37)
(3)
(2)
458
4.25% 2018 Senior Notes, due 2029
400
(42)
(2)
(2)
354
4.875% 2018 Senior Notes, due 2048
400
(44)
(6)
(4)
346
0.950% 2019 Senior Notes, due 2030
800
—
(2)
(4)
794
3.75% 2020 Senior Notes, due 2025
700
(27)
(1)
(3)
669
3.25% 2020 Senior Notes, due 2050
300
—
(4)
(3)
293
2.55% 2020 Senior Notes, due 2060
300
—
(2)
(3)
295
2.00% 2021 Senior Notes, due 2031
600
—
(7)
(4)
589
2.75% 2021 Senior Notes, due 2041
600
—
(13)
(5)
582
3.10% 2021 Senior Notes, due 2061
500
—
(7)
(5)
488
3.75% 2022 Senior Notes, due 2052
500
(35)
(8)
(5)
452
4.25% 2022 Senior Notes, due 2032
500
(12)
(2)
(4)
482
Total long-term debt
$
7,734
$
(239)
$
(55)
$
(51)
$
7,389
(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 second quarter of 2023, the Company repaid $200 million of its $500 million 2013 Senior Notes due 2024.
At June 30, 2023, 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 June 30, 2023, there were no such cross defaults.
The repayment schedule for the Company’s borrowings is as follows:
Year Ending December 31,
Year Ending Total
2023 (After June 30,)
$
—
2024
300
2025
700
2026
—
2027
546
Thereafter
6,018
Total
$
7,564
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
June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Income
$
15
$
2
$
25
$
4
Expense on borrowings
(75)
(50)
(145)
(98)
Income (expense) on UTPs and other tax related liabilities(1)
(4)
(3)
14
(6)
Net periodic pension costs - interest component
(7)
(4)
(13)
(8)
Interest expense, net
$
(71)
$
(55)
$
(119)
$
(108)
Interest paid(2)
$
47
$
12
$
143
$
90
(1) The amount for the six months ended June 30, 2023 reflects a $22 million reduction of tax-related interest expense primarily related to the resolutions of outstanding tax matters.
(2) Interest paid includes net settlements on interest rate swaps more fully discussed in Note 8.
The fair value and carrying value of the Company’s debt as of June 30, 2023 and December 31, 2022 are as follows:
June 30, 2023
December 31, 2022
Carrying Amount
Estimated Fair Value
Carrying Amount
Estimated Fair Value
Total debt
$
7,223
$
6,369
$
7,389
$
6,564
The fair value of the Company’s debt is estimated based on quoted prices in active markets as of the reporting date, which are considered Level 1 inputs within the fair value hierarchy.
NOTE 15. LEASES
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 June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Operating lease cost
$
23
$
25
$
47
$
52
Sublease income
(2)
(2)
(4)
(4)
Variable lease cost
5
5
10
10
Total lease cost
$
26
$
28
$
53
$
58
The following tables present other information related to the Company’s operating leases:
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
Cash paid for amounts included in the measurement of operating lease liabilities
$
30
$
29
$
60
$
60
Right-of-use assets obtained in exchange for new operating lease liabilities
$
19
$
15
$
24
$
30
June 30, 2023
June 30, 2022
Weighted-average remaining lease term
4.8 years
5.3 years
Weighted-average discount rate applied to operating leases
3.2
%
3.1
%
The following table presents a maturity analysis of the future minimum lease payments included within the Company’s operating lease liabilities at June 30, 2023:
Year Ending December 31,
Operating Leases
2023 (After June 30,)
$
60
2024
115
2025
103
2026
84
2027
68
After 2027
54
Total lease payments (undiscounted)
484
Less: Interest
35
Present value of lease liabilities:
$
449
Lease liabilities - current
$
105
Lease liabilities - noncurrent
$
344
NOTE 16. CONTINGENCIES
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 4 to the condensed 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 17. SEGMENT INFORMATION
The Company is organized into two operating segments: MA and MIS and accordingly, the Company reports in two reportable segments: MA and MIS.
The MA segment develops a wide range of products and services that support the risk management activities of institutional participants in global financial markets. The MA segment consists of three LOBs - Decision Solutions, Research and Insights, and Data and Information.
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 professional services.
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. Additionally, 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. 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 2018 actual revenue which comprises a “Baseline Pool” established in 2019, which 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.
Financial Information by Segment
The table below shows revenue 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 2 for further details on the components of the Company’s revenue.
The table below shows cumulative restructuring expense incurred through June 30, 2023 by reportable segment.
MA
MIS
Total
2022 - 2023 Geolocation Restructuring Program
$
65
$
72
$
137
The costs expected to be incurred related to the 2022 - 2023 Geolocation Restructuring Program are $80 million - $100 million for the MA segment and $80 million - $90 million for the MIS segment.
The restructuring program is more fully discussed in Note 10.
Consolidated Revenue Information by Geographic Area
Three Months Ended June 30,
Six Months Ended June 30,
2023
2022
2023
2022
United States
$
782
$
723
$
1,552
$
1,546
Non-U.S.:
EMEA
470
422
921
878
Asia-Pacific
146
151
297
293
Americas
96
85
194
186
Total Non-U.S.
712
658
1,412
1,357
Total
$
1,494
$
1,381
$
2,964
$
2,903
NOTE 18. SUBSEQUENT EVENT
On July 24, 2023, the Board approved the declaration of a quarterly dividend of $0.77 per share of Moody’s common stock, payable on September 8, 2023 to shareholders of record at the close of business on August 18, 2023.
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 77 for a discussion of uncertainties, risks and other factors associated with these statements.
THE COMPANY
Moody’s is a global risk assessment firm that empowers organizations and investors to make better decisions. Moody’s reports activities in two segments: MA and MIS.
Provider of financial intelligence and analytical tools supporting customers’ growth, efficiency and risk management objectives
Global leader in risk assessment providing credit rating opinions, analytical solutions and insights that empower organizations to make better, faster decisions
Independent provider of credit rating opinions and related information for over 100 years
MA is a global provider of: i) data and information; ii) research and insights; and iii) decision solutions, which help companies make better and faster decisions. MA leverages its industry expertise across multiple risks such as credit, market, financial crime, supply chain, catastrophe and climate to deliver risk assessment solutions that enable business leaders to identify, measure and manage the implications of interrelated risks and opportunities.
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.
Sustainability
Moody’s manages its business with the goal of delivering value to all of its stakeholders, including but not limited to, 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 in its operations, products and services. The Company 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 adheres to 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 the World Economic Forum (WEF)’s Stakeholder Capitalism metrics. On April 20, 2023, Moody's issued its 2022 annual reports on Stakeholder Sustainability and Task Force on Climate-related Financial Disclosures (“TCFD”). Moody’s sustainability-related achievements during the first half of 2023 included the following:
–Named 2022 CDP Supplier Engagement Leader on Climate Action for third consecutive year;
–Recognized among America’s 100 Most JUST Companies by JUST Capital and CNBC for its commitment to serving its workforce, customers, communities, the environment, and stockholders;
–Named to Bloomberg Gender-Equality Index for fourth consecutive year; and
–Ranked #1 on Forbes' Net Zero Leaders list.
The Board oversees sustainability matters, with assistance from the Audit, Governance & Nominating and Compensation & Human Resources Committees, as part of its oversight of management and the Company’s overall strategy. The Audit Committee oversees financial, risk and other disclosures made in the Company’s annual and quarterly reports related to sustainability and has overseen the expanded voluntary disclosures the Company has made in its periodic filings. The Governance & Nominating Committee oversees sustainability matters, including significant issues of corporate social and environmental responsibility, as they pertain to the Company’s business and to long-term value creation for the Company and its stockholders, and makes recommendations to the Board regarding these issues. This has helped to develop the Company’s robust ESG strategy. Finally, the Compensation & Human Resources Committee oversees inclusion of sustainability-related performance goals for determining compensation of all senior executives. This oversight has resulted in the Company more fully integrating sustainability-related performance metrics into the strategic & operational compensation metric of all senior executives. The Board also oversees Moody’s policies for assessing and managing the Company's exposure to risk, including climate-related risks such as business continuity disruption and
reputational or credibility concerns stemming from incorporation of climate-related risks into the credit methodologies and credit ratings of MIS.
Three Pillars of Moody's Sustainability Strategy
Better Business
Better Lives
Better Solutions
For Moody's operations and value chain
For Moody's people and communities
For market transformation
Strive to embed responsible, sustainable decision-making into our operations and value chain.
Aim to foster a nurturing and inclusive culture across Moody's people and communities.
Deliver trusted perspectives that inform a clear and holistic understanding of risk, including ESG and climate considerations.
Current Matters Impacting Moody's Business
Current Macroeconomic Uncertainties/Market Volatility
The Company continues to monitor current macroeconomic and geopolitical uncertainties that have contributed to volatility in rated issuance volumes, which began in 2022 and has continued into the first half of 2023. These uncertainties include, but are not limited to: i) inflation levels; ii) rising interest rates; and iii) volatility in the global capital markets partly resulting from the ongoing Russia/Ukraine military conflict (further discussed below) and the failures of certain banking institutions in the first half of 2023. A substantial portion of MIS’s revenue is impacted by the level of issuance activity in the fixed income capital markets, both in the U.S. and internationally. While market volatility has resulted in declines in rated issuance volumes in certain sectors, the Company believes that these declines are predominantly transitory in nature. However, due to various uncertainties, Moody's is unable to predict the severity and duration of current macroeconomic and geopolitical uncertainties and their potential impact on future rated issuance volumes. Refer to Item 1A. “Risk Factors” contained in the Company’s annual report on Form 10-K for the year ended December 31, 2022 for further disclosure relating to these risks.
Russia/Ukraine Military Conflict
The Company is closely monitoring the impact of the ongoing Russia/Ukraine military conflict on all aspects of its business. In response to the military conflict, the Company is no longer conducting commercial operations in Russia for both MA and MIS and is complying with all applicable regulatory restrictions set forth by the jurisdictions in which Moody's operates. Furthermore, the Company also has withdrawn MIS credit ratings on Russian entities.
While Moody's Russian operations and net assets are not material, broader global market volatility, which partially relates to uncertainties surrounding the military conflict, has contributed to an adverse impact on rated issuance volumes. This impact to rated issuance volumes is more fully discussed in the "Results of Operations" section of this MD&A. The Company is unable to predict either the near-term or longer-term impact that the military conflict may have on its financial position and operating results due to numerous uncertainties regarding the severity and duration of the military conflict and its broader potential macroeconomic impact.
Reportable Segments
The Company is organized into two reportable segments as of June 30, 2023: MA and MIS, which are more fully described in the section entitled “The Company” above and in Note 17 to the condensed consolidated financial statements.
The following footnotes are applicable throughout the discussion of the Company's results of operations:
(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.
(2) Refer to the section entitled "Key Performance Metrics" of this MD&A for the definition and methodology that the Company utilizes to calculate this metric.
(3) 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 MD&A for further information regarding these measures.
Three months ended June 30, 2023 compared with three months ended June 30, 2022
Executive Summary
The following table provides an executive summary of key operating results for the quarter ended June 30, 2023. 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.
Insight and Key Drivers of Change Compared to Prior Year
Moody's total revenue
$
1,494
$
1,381
8
%
— reflects growth in both segments
MA external revenue
$
747
$
675
11
%
— sustained demand for KYC and insurance solutions;
— continued growth from SaaS-based banking offerings; and
— ongoing strong retention and new sales for ratings data feeds
MIS external revenue
$
747
$
706
6
%
— increased investment-grade and speculative-grade corporate debt issuance relative to suppressed activity in the prior year;
partially offset by:
— declines across most asset classes in SFG reflecting a decrease in securitization activity amidst capital market volatility
Total operating and SG&A expenses
$
841
$
761
(11
%)
— higher incentive compensation accruals and performance-based equity compensation aligned with actual/expected financial and operating performance; and
— costs to support continued investment in product and technology innovation initiatives
Depreciation and amortization
$
93
$
81
(15
%)
— higher amortization of internally developed software, primarily related to the development of MA SaaS solutions
Restructuring
$
10
$
31
68
%
— relates to the Company's 2022 - 2023 Geolocation Restructuring Program, more fully discussed in Note 10 to the condensed consolidated financial statements
Total non-operating (expense) income, net
$
(58)
$
(65)
11 %
Expense decline primarily due to:
— FX translation losses of $20 million reclassified to earnings in the prior year resulting from the Company no longer conducting commercial operations in Russia;
— higher gains on certain of the Company's investments of $14 million; and
— higher interest income of $13 million resulting from higher cash balances and interest yields; partially offset by:
— higher realized losses of $24 million on fixed-to-floating interest rate swaps resulting from higher interest rates (more fully discussed in Note 8 to the condensed consolidated financial statements)
Operating margin
36.8
%
36.8
%
—
BPS
— operating margin was flat, with revenue growth offset by an increase in operating and SG&A expenses
— adjusted operating margin decrease reflects growth in operating and SG&A expenses outpacing revenue growth
Adjusted Operating Margin
43.7
%
44.9
%
(120
BPS)
ETR
23.4
%
26.2
%
(280
BPS)
— lower ETR is primarily due to higher excess tax benefits realized from stock-based compensation, along with a non-deductible FX translation loss in 2022 resulting from the Company no longer conducting commercial operations in Russia
Diluted EPS
$
2.05
$
1.77
16
%
— reflects higher operating income and Adjusted Operating Income
The increase in global revenue reflected growth in both MA and MIS, 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.
Second Quarter Operating Expense ⇑ $33 million
Second Quarter SG&A Expense ⇑ $47 million
--------- ---------
Compensation expenses increased $27 million reflecting:
Compensation expenses increased $36 million reflecting:
— approximately 90% of the increase reflects higher incentive compensation accruals and performance-based equity compensation, which aligns with actual/projected financial and operating performance.
— approximately 60% of the increase reflects higher incentive compensation accruals and performance-based equity compensation, which aligns with actual/projected financial and operating performance; and
— approximately 20% of the increase reflects higher salaries and benefits primarily reflecting hiring and salary increases in MA to support continued growth in the business.
Non-compensation expenses increased $11 million reflecting:
— approximately 50% of the increase reflects higher travel and entertainment costs; and
— approximately 30% of the increase reflects higher costs to support continued investments related to technology innovation initiatives.
Depreciation and amortization
The increase is driven by amortization of internally developed software, which is primarily related to the development of MA SaaS solutions.
The restructuring charge in both periods relates to the Company's 2022 - 2023 Geolocation Restructuring Program as more fully discussed in Note 10 to the condensed consolidated financial statements.
Operating margin 36.8%, in line with prior year
Adjusted Operating Margin 43.7%, down 120 BPS
Overall, operating margin was flat, with revenue growth offset by an increase in operating and SG&A expenses. Adjusted Operating Margin decline reflects growth in operating and SG&A expenses outpacing revenue growth.
Interest Expense, net ⇑ $16 million
Other non-operating income ⇑ $23 million
Increase in expense is primarily due to:
Increase in income is primarily due to:
— higher realized losses of $24 million on fixed-to-floating interest rate swaps resulting from higher interest rates (more fully discussed in Note 8 to the condensed consolidated financial statements); partially offset by
— FX translation losses of $20 million reclassified to earnings in the prior year resulting from the Company no longer conducting commercial operations in Russia; and
— higher interest income of $13 million reflecting higher cash balances and interest yields.
— higher gains of $15 million on certain of the Company's investments; partially offset by
— an $11 million benefit in the prior year from statute of limitations lapses on certain indemnification obligations relating to the MAKS divestiture.
ETR ⇓ 280 BPS
The decrease in the ETR is primarily due to higher excess tax benefits realized from stock-based compensation, along with a non-deductible foreign currency translation loss in 2022 resulting from the Company no longer conducting commercial operations in Russia.
Diluted EPS ⇑ $0.28
Adjusted Diluted EPS ⇑ $0.08
Diluted EPS and Adjusted Diluted EPS increased mainly due to higher operating income and Adjusted Operating Income, respectively, the components of which are more fully described above. Refer to the section entitled “Non-GAAP Financial Measures” of this MD&A for items excluded in the derivation of Adjusted Diluted EPS.
Global DS revenue grew 14% compared to the second quarter of 2022 and reflects increases in both the U.S. (17%) and internationally (11%). ARR(2) grew 10% for DS, reflecting continued demand for KYC, banking and insurance products.
The most notable drivers of the growth reflect:
–continued demand for KYC and compliance solutions reflecting increased customer and supplier risk data usage which drove ARR(2) growth of 18% for these solutions;
–growth in subscription-based revenue for actuarial modeling tools and solutions to support of certain international accounting standards relating to insurance contracts which resulted in ARR(2) increasing by 6%; and
–broad growth across banking offerings following Moody's investments in SaaS-based solutions for lending, risk management and finance workflows, which resulted in ARR(2) growth of 10%.
Global R&I revenue increased 7% compared to the second quarter of 2022 and reflects growth in both the U.S. (3%) and internationally (11%), mainly driven by continued strong retention and demand for credit research, analytics and models.
ARR(2) grew 9% primarily reflecting the aforementioned strong retention and demand for credit research, analytics and models.
Global D&I revenue increased 10% compared to the second quarter of 2022 and reflects growth in both the U.S. (10%) and internationally (10%), mainly driven by:
–strong retention and new sales for ratings feeds coupled with higher pricing realization; and
–continued demand for company data.
ARR(2) grew 9% reflecting increasing demand for company data and ratings data feed products.
MA: Second Quarter Operating and SG&A Expense ⇑ $67 million
The increase in operating and SG&A expenses compared to the second quarter of 2022 reflects growth in both compensation and non-compensation costs of $34 million and $33 million, respectively. The most notable drivers of these changes were:
Compensation costs
Non-compensation costs
Notable drivers of expense growth:
Notable drivers of expense growth:
— approximately half of the growth relates to higher salaries and benefits resulting from headcount growth and annual salary increases; and
— approximately half of the increase reflects higher costs to support strategic investments in technology, innovation and product development;
— approximately 40% of the growth reflects higher incentive and performance-based equity compensation accruals which are aligned with actual/expected financial and operational performance as well as headcount growth.
— approximately 20% of the increase reflects higher bad debt expense; and
— approximately 20% of the increase reflects higher travel and entertainment costs correlated with business growth.
MA: Adjusted Operating Margin 28.0% ⇓ 230 BPS
The Adjusted Operating Margin decrease for MA is primarily due to operating and SG&A expense growth of 16% outpacing the 11% increase in global MA revenue.
Depreciation and amortization
The increase in depreciation and amortization expense primarily reflects higher amortization of internally developed software relating to the development of SaaS-based solutions.
The restructuring charges in both periods relate to the Company's 2022 - 2023 Geolocation Restructuring Program as more fully discussed in Note 10 to the condensed consolidated financial statements.
Moody’s Investors Service
The table below provides a summary of revenue and operating results, followed by further insight and commentary:
Three Months Ended
June 30,
% Change Favorable
(Unfavorable)
2023
2022
Revenue:
Corporate finance (CFG)
$
365
$
322
13
%
Structured finance (SFG)
102
123
(17
%)
Financial institutions (FIG)
145
128
13
%
Public, project and infrastructure finance (PPIF)
127
122
4
%
Total ratings revenue
739
695
6
%
MIS Other
8
11
(27
%)
Total external revenue
747
706
6
%
Intersegment revenue
46
43
7
%
Total MIS revenue
793
749
6
%
Expenses:
Operating and SG&A (external)
346
333
(4
%)
Operating and SG&A (intersegment)
4
1
(300
%)
Total operating and SG&A
350
334
(5
%)
Adjusted Operating Income
$
443
$
415
7
%
Adjusted Operating Margin
55.9
%
55.4
%
Depreciation and amortization
19
21
10
%
Restructuring
2
15
87
%
The following chart presents changes in rated issuance volumes compared to the second quarter of 2022. To the extent that changes in rated issuance volumes had a material impact to MIS's revenue compared to the prior year, those impacts are discussed below.
Global CFG revenue for the three months ended June 30, 2023 and 2022 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 13% reflects increases in both U.S. (14%) and internationally (13%).
Transaction revenue increased $37 million compared to the same period in the prior year, with the most notable drivers of the growth reflecting:
•higher investment-grade rated issuance volumes reflecting both refinancing activity and issuance to fund M&A amidst improving market sentiment; and
•higher speculative-grade rated issuance volumes compared to significantly suppressed issuance in the prior year resulting from market volatility in 2022 relating to macroeconomic uncertainties, rising borrowing costs and the Russia/Ukraine military conflict.
Global SFG revenue for the three months ended June 30, 2023 and 2022 was comprised as follows:
The 17% decrease in SFG revenue reflected declines in the U.S. (28%) slightly offset by an increase internationally (5%).
Transaction revenue decreased $25 million compared to the second quarter of 2022.
The decline in SFG revenue reflected lower securitization activity across most asset classes, most notably in CMBS, resulting from higher credit spreads and market volatility given ongoing geopolitical and macroeconomic uncertainties.
MIS: Second Quarter Operating and SG&A Expense ⇑ $13 million
The increase is primarily due to higher compensation costs of $27 million, partially offset by a $14 million decrease in non-compensation expenses. The most notable drivers of these changes are as follows:
Compensation costs
Non-compensation costs
Notable drivers of expense growth:
Notable drivers of decline in expense:
— higher incentive compensation accruals and performance-based equity compensation, which aligns with actual and projected financial and operating performance.
— approximately 50% of the decrease relates to lower consulting expenses; and
— approximately 35% of the decline relates to higher bad debt expense in the prior year primarily resulting from the impact of the Russia/Ukraine military conflict.
MIS: Adjusted Operating Margin 55.9% ⇑ 50 BPS
The MIS Adjusted Operating Margin expansion primarily reflected the aforementioned 6% increase in revenue.
Restructuring Charge
The restructuring charges in both periods relate to the Company's 2022 - 2023 Geolocation Restructuring Program, as more fully discussed in Note 10 to the condensed consolidated financial statements.
Six months ended June 30, 2023 compared with six months ended June 30, 2022
Executive Summary
–The following table provides an executive summary of key operating results for the six months ended June 30, 2023. 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.
Six Months Ended June 30,
Financial measure:
2023
2022
% Change
Insight and Key Drivers of Change Compared to Prior Year
Moody's total revenue
$
2,964
$
2,903
2
%
— reflects growth in MA, partially offset by lower MIS revenue
MA external revenue
$
1,484
$
1,370
8
%
— sustained demand for KYC and insurance solutions;
— ongoing strong retention for ratings data feeds; and
— elevated usage and demand for economic research and default models
MIS external revenue
$
1,480
$
1,533
(3
%)
— decline primarily reflects lower bank loan and SFG issuance activity resulting from market volatility relating to macroeconomic uncertainties, higher borrowing costs and the Russia/Ukraine military conflict; partially offset by
— increases in investment grade corporate debt issuance compared to suppressed activity in the prior year
Total operating and SG&A expenses
$
1,655
$
1,549
(7
%)
— higher incentive compensation accruals and performance-based equity compensation aligned with actual/expected financial and operating performance; and
— costs to support continued investment in product and technology innovation initiatives
Depreciation and amortization
$
181
$
159
(14
%)
— higher amortization relating to internally developed software, primarily related to the development of MA SaaS solutions
Restructuring
$
24
$
31
23
%
— relates to the Company's 2022 - 2023 Geolocation Restructuring Program, more fully discussed in Note 10 to the condensed consolidated financial statements
Total non-operating (expense) income, net
$
(106)
$
(112)
5
%
— higher gains on certain of the Company's investments of $25 million;
— a $22 million benefit related to the resolutions of tax matters in the first quarter of 2023; and
— increase in interest income of $21 million related to higher cash balances and interest yields; partially offset by:
— higher realized losses of $48 million on fixed-to-floating interest rate swaps resulting from higher interest rates (more fully discussed in Note 8 to the condensed consolidated financial statements)
Operating margin
37.2
%
40.1
%
(290 BPS)
— margin declines are primarily due to the aforementioned increase in expenses outpacing revenue growth
Adjusted Operating Margin
44.2
%
46.6
%
(240 BPS)
ETR
12.0
%
21.6
%
960BPS
— lower ETR primarily reflects tax benefits recognized in the first quarter of 2023, which resulted from the resolutions of uncertain tax positions in various U.S. and non-U.S. tax jurisdictions
Diluted EPS
$
4.77
$
4.45
7
%
— increase reflects a $0.75/share benefit related to the resolutions of tax matters in the first quarter of 2023, partially offset by lower operating income/Adjusted Operating Income
Modest growth in global revenue reflected increases in MA in all regions, partially offset by declines in MIS in all regions. Refer to the section entitled “Segment Results” of this MD&A for a more fulsome discussion of the Company’s segment revenue.
YTD Operating Expense ⇑ $44 million
YTD SG&A Expense ⇑ $62 million
------------------------------------
Compensation expenses increased $29 million reflecting:
Compensation expenses increased $59 million reflecting:
— approximately 80% of the increase reflects higher incentive compensation accruals and performance-based equity compensation, which aligns with actual/projected financial and operating performance.
— approximately 60% of the increase reflects higher incentive compensation accruals and performance-based equity compensation, which aligns with actual/projected financial and operating performance; and
— approximately 20% of the increase reflects higher salaries primarily relating to hiring and salary increases in MA to support continued growth in the business.
Non-compensation expenses increased $15 million reflecting:
— approximately 80% of the increase reflects higher costs to support strategic investments in technology, innovation and product development.
Depreciation and amortization
The increase in depreciation and amortization expense is driven by amortization of internally developed software, which is primarily related to the development of MA SaaS solutions.
Restructuring
The restructuring charge in both periods relates to the Company's 2022 - 2023 Geolocation Restructuring Program, as more fully discussed in Note 10 to the condensed consolidated financial statements.
Operating margin 37.2%, down 290 BPS
Adjusted Operating Margin 44.2%, down 240 BPS
Overall, margin declines primarily resulted from the aforementioned decrease in MIS revenue coupled with increases in operating and SG&A expenses in the MA segment.
Interest Expense, net ⇑ $11 million
Other non-operating income ⇑ $17 million
Increase in expense is primarily due to:
Increase in income is primarily due to:
— higher realized losses of $48 million on fixed-to-floating interest rate swaps resulting from higher interest rates (more fully discussed in Note 8 to the condensed consolidated financial statements); partially offset by
— higher gains of $25 million on certain of the Company's investments; and
— prior year FX translation losses of $20 million reclassified to earnings resulting from the Company no longer conducting commercial operations in Russia; partially offset by
— higher interest income of $21 million reflecting higher cash balances and interest yields; and
— FX losses of $23M recorded in the first quarter of 2023 mostly due to an immaterial out-of-period adjustment relating to the 2022 fiscal year.
— a $22 million benefit related to the resolutions of tax matters in the first quarter of 2023.
The decrease in ETR primarily reflects the resolutions of uncertain tax positions in various U.S. and non-U.S. tax jurisdictions in the first quarter of 2023, which resulted in a decrease to the provision for income taxes of $113 million.
Diluted EPS ⇑ $0.32
Adjusted Diluted EPS ⇑ $0.18
Diluted EPS and Adjusted Diluted EPS growth reflects a $0.75/share benefit related to the resolutions of tax matters in the first quarter of 2023, partially offset by lower operating income and Adjusted Operating Income, respectively, the components of which are more fully described above. Refer to the section entitled “Non-GAAP Financial Measures” of this MD&A for items excluded in the derivation of Adjusted Diluted EPS.
Global DS revenue and ARR(2) both grew 10% compared to the first half of 2022 with the most notable drivers of the increase reflecting:
–continued demand for KYC and compliance solutions reflecting increased customer and supplier risk data usage, which drove ARR(2) growth of 18%;
–growth in subscription-based revenue for actuarial modeling tools and products supporting the adoption of certain international accounting standards relating to insurance contracts which resulted in ARR(2) growth of 6%;
–broad growth across banking offerings following Moody's investments in SaaS-based solutions, which resulted in ARR(2) growth of 10%; and
–higher revenue from RMS primarily due to a reduction of revenue in 2022 pursuant to a fair value adjustment to deferred revenue previously required as part of acquisition accounting.
Global R&I revenue increased 6% compared to the first half of 2022 mainly driven by growth in recurring revenue of 7%, primarily due to continued strong retention and demand for credit research, analytics and models.
ARR(2) grew 9% reflecting the aforementioned strong retention and demand for credit research, analytics and models.
Global D&I revenue increased 8% compared to the first half of 2022 and reflects growth in both U.S. (11%) and internationally (6%), mainly driven by:
–continued strong retention and new sales for ratings feeds coupled with higher price realization; and
–increased demand for company data.
ARR(2) grew 9% reflecting increasing demand for company data and ratings data feed products.
MA: YTD Operating and SG&A Expense ⇑ $118 million
The increase in operating and SG&A expenses compared to the first six months of 2022 is primarily due to growth in both compensation and non-compensation costs of $62 million and $56 million, respectively, reflecting:
Compensation costs
Non-compensation costs
Notable drivers of expense growth:
Notable drivers of expense growth:
— approximately half of the growth is related to an increase in salaries reflecting higher headcount and annual salary increases; and
— approximately 60% of the increase reflects higher costs to support strategic investments in technology, innovation and product development; and
— approximately 40% of the increase reflects higher incentive and performance-based equity compensation aligned with actual/expected financial and operational performance as well as headcount growth.
— approximately 25% of the increase reflects higher travel and entertainment expenses correlated with business growth.
The Adjusted Operating Margin decrease for MA is primarily due to operating and SG&A expense growth of 14% outpacing the 9% increase in global MA revenue.
Depreciation and amortization
The increase in depreciation and amortization expense primarily reflects higher amortization of internally developed software relating to the development of SaaS-based solutions.
Restructuring
The restructuring charges in both periods relate to the Company's 2022 - 2023 Geolocation Restructuring Program as more fully discussed in Note 10 to the condensed consolidated financial statements.
Moody’s Investors Service
The table below provides a summary of revenue and operating results, followed by further insight and commentary:
Six Months Ended June 30,
% Change Favorable (Unfavorable)
2023
2022
Revenue:
Corporate finance (CFG)
$
721
$
739
(2
%)
Structured finance (SFG)
201
267
(25
%)
Financial institutions (FIG)
287
259
11
%
Public, project and infrastructure finance (PPIF)
256
245
4
%
Total ratings revenue
1,465
1,510
(3
%)
MIS Other
15
23
(35
%)
Total external revenue
1,480
1,533
(3
%)
Intersegment royalty
91
86
6
%
Total
1,571
1,619
(3
%)
Expenses:
Operating and SG&A (external)
679
691
2
%
Operating and SG&A (intersegment)
7
3
(133
%)
Total operating and SG&A expense
686
694
1
%
Adjusted Operating Income
$
885
$
925
(4
%)
Adjusted Operating Margin
56.3
%
57.1
%
Depreciation and amortization
37
39
5
%
Restructuring
8
15
NM
The following chart presents changes in rated issuance volumes compared to the first half of2022. To the extent that changes in rated issuance volumes had a material impact to MIS's revenue compared to the prior year, those impacts are discussed below.
–The decrease in global MIS revenue primarily reflects a 5% decrease in total rated issuance volumes, which resulted in transaction revenue declining $64 million compared to the same period in the prior year. The decline in rated issuance volumes across many of the asset classes reflected ongoing credit market volatility relating to uncertainty around inflation, interest rates, recessionary concerns and stress in the banking sector following the failure of certain banks in the first quarter of 2023.
Global CFG revenue for the six months ended June 30, 2023 and 2022 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 modest decline in CFG revenue reflected declines internationally of 7%.
Transaction revenue decreased $26 million compared to the same period in the prior year, with the most notable drivers reflecting:
–lower bank loan revenue across all regions as geopolitical and macroeconomic uncertainties have continued to impact issuance levels and M&A activity;
partially offset by:
–higher investment-grade rated issuance volumes reflecting both refinancing activity and issuance to fund certain large M&A transactions amidst improving market sentiment in the second quarter of 2023.
Global SFG revenue for the six months ended June 30, 2023 and 2022 was comprised as follows:
The decrease in SFG revenue of 25% reflected declines in both the U.S. (33%) and internationally (8%). Transaction revenue decreased $72 million compared to the first half of 2022.
The decline in SFG revenue reflected lower securitization activity across all asset classes, most notably in CMBS, resulting from higher credit spreads and market volatility given ongoing geopolitical and macroeconomic uncertainties.
Global FIG revenue for the six months ended June 30, 2023 and 2022 was comprised as follows:
The increase in FIG revenue of 11% reflected growth in both the U.S. (15%) and internationally (7%) which resulted in a $25 million increase in transaction revenue compared to the same period in the prior year.
The most notable drivers of the increase reflected:
–a favorable product mix from infrequent bank and insurance issuers; and
–higher rated issuance volumes in the insurance sector due to certain large deals in the sector for refinancing purposes.
The decrease in operating and SG&A expense reflects a $37 million decrease in non-compensation expenses, partially offset by a $25 million increase in compensation costs. The most notable drivers of these changes are as follows:
Compensation costs
Non-compensation costs
Notable drivers of expense growth:
Notable drivers of decline in expense:
— higher incentive compensation accruals and performance-based equity compensation, which aligns with actual/projected financial and operating performance.
— approximately 35% of the decrease relates to ongoing cost control initiatives; and
— higher bad debt expense in the prior year resulting from the impact of the Russia/Ukraine military conflict contributed approximately 45% of the decrease.
Other Expenses
The restructuring charges in both periods relates to the Company's 2022 - 2023 Geolocation Restructuring Program as more fully discussed in Note 10 to the condensed consolidated financial statements.
Adjusted Operating Margin of 56.3% ⇓ 80 BPS
The MIS Adjusted Operating Margin decline primarily reflected the aforementioned 3% decrease in revenue.
LIQUIDITY AND CAPITAL RESOURCES
Moody's remains committed to using its 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.
Cash Flow
The Company is currently financing its operations, capital expenditures 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:
Six Months Ended June 30,
$ Change Favorable (Unfavorable)
2023
2022
Net cash provided by operating activities
$
1,212
$
761
$
451
Net cash used in investing activities
$
(103)
$
(172)
$
69
Net cash used in financing activities
$
(624)
$
(712)
$
88
Free Cash Flow (1)
$
1,085
$
628
$
457
(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 six months ended June 30, 2023 increased by $451 million compared to the same period in 2022, with the most notable drivers reflecting:
–approximately $200 million in higher income tax payments in the prior year; and
–approximately $140 million in higher incentive compensation payments in the first half of 2022 (based on full-year 2021 financial and operating results) compared to payments made in the current year (based on full-year 2022 financial and operating results).
Net cash used in investing activities
The $69 million decrease in cash used in investing activities in the six months ended June 30, 2023 compared to the same period in 2022 was primarily attributed to:
–higher net purchases of investments in the prior year of $110 million, reflecting the purchase of Moody's equity interest in GCR in the prior year coupled with lower net purchases of investments; and
–higher cash paid of $89 million in the prior year for acquisitions, primarily reflecting the acquisition of kompany in 2022;
–higher net cash receipts of $136 million in 2022 relating to the settlement of net investment hedges.
Net cash used in financing activities
The $88 million decrease in cash used in financing activities in the six months ended June 30, 2023 compared to the same period in the prior year was primarily attributed to:
–higher cash paid for treasury share repurchases in 2022 of $763 million, which includes payment for shares made under an ASR agreement executed in the first quarter of 2022;
partially offset by:
–long-term debt issuance of $491 million in 2022 that did not recur in 2023 (refer to the section "Material Cash Requirements" below for further discussion on the Company's financing arrangements); and
–a $200 million repayment of notes payable in the second quarter of 2023.
Cash and cash equivalents and short-term investments
The Company’s aggregate cash and cash equivalents and short-term investments of $2.3 billion at June 30, 2023 included approximately $1.6 billion located outside of the U.S. Approximately 35% 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 continues to repatriate 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.
Material Cash Requirements
The Company's material cash requirements consist of the following contractual and other obligations:
Financing Arrangements
Indebtedness
At June 30, 2023, Moody’s had $7.2 billion of outstanding debt and approximately $1 billion of additional capacity available under the Company’s CP Program, which is backstopped by the $1.25 billion 2021 Facility.
The repayment schedule for the Company’s borrowings outstanding at June 30, 2023 is as follows:
For additional information on the Company's outstanding debt, refer to Note 14 to the condensed consolidated financial statements.
Future interest payments and fees associated with the Company's debt and credit facility are expected to be approximately $5 billion, of which approximately $300 million is expected to be paid in each of the next five years, and the remaining amount expected to be paid thereafter.
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 could result in higher financing costs.
Purchase obligations generally include multi-year agreements with vendors to purchase goods or services and mainly include data center/cloud hosting fees and fees for information technology licensing and maintenance. As of June 30, 2023, these purchase obligations totaled $706 million, of which approximately 40% is expected to be paid in the next twelve months and another approximate 40% expected to be paid over the next two subsequent years.
Leases
The Company has remaining payments relating to its operating leases of $484 million at June 30, 2023, primarily related to real estate leases, of which $117 million in payments are expected over the next twelve months. For more information on the expected cash flows relating to the Company's operating leases, refer to Note 15 to the condensed consolidated financial statements.
Pension and Other Retirement Plan Obligations
The Company does not anticipate making significant contributions to its funded pension plan in the next twelve months. This plan is overfunded at June 30, 2023, and accordingly holds sufficient investments to fund future benefit obligations. Payments for the Company's unfunded plans are not expected to be material in either the short or long-term.
Dividends and share repurchases
On July 24, 2023, the Board approved the declaration of a quarterly dividend of $0.77 per share for Moody’s common stock, payable September 8, 2023 to shareholders of record at the close of business on August 18, 2023. The continued payment of dividends at this rate, or at all, is subject to the discretion of the Board.
On February 9, 2021, the Board approved $1 billion in share repurchase authority, and on February 7, 2022, the Board approved an additional $750 million of share repurchase authority. At June 30, 2023, the Company had approximately $740 million of remaining authority. There is no established expiration date for the remaining authorizations.
Restructuring
As more fully discussed in Note 10 to the condensed consolidated financial statements, the Company is currently in the process of executing the 2022 - 2023 Geolocation Restructuring Program. This program relates to the Company's post-COVID-19 geolocation strategy and includes the rationalization and exit of certain real estate leases and a reduction in staff, including the relocation of certain job functions. Future cash outlays associated with this program, which will primarily consist of personnel-related costs, are expected to be approximately $30 million to $40 million, which are expected to be paid through 2024.
Sources of Funding to Satisfy Material 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 over 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 as described above.
NON-GAAP FINANCIAL MEASURES
In addition to its reported results, Moody’s has included in this MD&A certain adjusted results that the SEC defines as “Non-GAAP financial measures.” Management believes that such 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; and ii) restructuring charges/adjustments. Depreciation and amortization are excluded because companies utilize productive assets of different estimated useful lives and use different methods of acquiring and depreciating productive assets. Restructuring charges/adjustments are excluded as the frequency and magnitude of these charges may vary widely across periods and 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.
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) FX translation losses reclassified to earnings resulting from the Company no longer conducting commercial operations in Russia.
The Company excludes the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives 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/adjustments and FX translation losses resulting from the Company no longer conducting commercial operations in Russia are excluded as the frequency and magnitude of these items may vary widely across periods and 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
(0.06)
(0.07)
(0.13)
(0.13)
Net Acquisition-Related Intangible Amortization Expenses
0.21
0.21
0.42
0.42
Pre-Tax Restructuring
$
0.05
$
0.17
$
0.13
$
0.17
Tax on Restructuring
(0.01)
(0.04)
(0.03)
(0.04)
Net Restructuring
0.04
0.13
0.10
0.13
FX losses resulting from the Company no longer conducting commercial operations in Russia
—
0.11
—
0.11
Adjusted Diluted EPS
$
2.30
$
2.22
$
5.29
$
5.11
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 Annualized Recurring Revenue (“ARR”) on a constant currency organic basis for its MA business as a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time. The Company uses ARR to manage and monitor performance of its MA operating segment and believes that this metric is a key indicator of the trajectory of MA's recurring revenue base.
The Company calculates ARR by taking the total recurring contract value for each active renewable contract as of the reporting date, divided by the number of days in the contract and multiplied by 365 days to create an annualized value. The Company defines renewable contracts as subscriptions, term licenses, maintenance and renewable services. ARR excludes transaction sales including training, one-time services and perpetual licenses. In order to compare period-over-period ARR excluding the effects of foreign currency translation, the Company bases the calculation on currency rates utilized in its current year operating budget and holds these FX rates constant for the duration of all current and prior periods being reported. Additionally, ARR excludes contracts related to acquisitions to provide additional perspective in assessing growth excluding the impacts from certain acquisition activity.
The Company’s definition of ARR may differ from definitions utilized by other companies reporting similarly named measures, and this metric should be viewed in addition to, and not as a substitute for, financial measures presented in accordance with U.S. GAAP.
Amounts in millions
June 30, 2023
June 30, 2022
Change
Growth
MA ARR
Decision Solutions (DS)
Banking
$
390
$
355
$
35
10%
Insurance
497
467
30
6%
KYC
292
248
44
18%
Total DS
$
1,179
$
1,070
$
109
10%
Research and Insights
843
774
69
9%
Data and Information
759
695
64
9%
Total MA ARR
$
2,781
$
2,539
$
242
10%
RECENTLY ISSUED ACCOUNTING STANDARDS
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 16 "Contingencies” in this Form 10-Q.
Certain statements contained in this quarterly report on Form 10-Q are forward-looking statements and are based on future expectations, plans and prospects for the Company's business and operations that involve a number of risks and uncertainties. Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements. Those statements appear at various places throughout this quarterly report on Form 10-Q, including in the sections entitled “Contingencies” under Item 2, “MD&A,” commencing on page 42 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 in this document 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 current economic conditions, including capital market disruptions, inflation and related monetary policy actions by governments in response to inflation, on worldwide credit markets and on economic activity, including on the volume of mergers and acquisitions, and their effects on the volume of debt and other securities issued in domestic and/or global capital markets;
•the uncertain effectiveness and possible collateral consequences of U.S. and foreign government initiatives and monetary policy to respond to the current economic climate, including instability of financial institutions, credit quality concerns, and other potential impacts of volatility in financial and credit markets;
•the global impact of the Russia/Ukraine military conflict on volatility in world financial markets, on general economic conditions and GDP in the U.S. and worldwide, on global relations and on the Company's own operations and personnel;
•other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, increased utilization of technologies that have the potential to intensify competition and accelerate disruption and disintermediation in the financial services industry, as well as the number of issuances of securities without ratings or securities which are rated or evaluated by non-traditional parties;
•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;
•the impact of MIS’s withdrawal of its credit ratings on countries or entities within countries and of Moody’s no longer conducting commercial operations in countries where political instability warrants such actions;
•concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings;
•the introduction or development of competing products or technologies;
•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 our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which Moody’s 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;
•uncertainty regarding the future relationship between the U.S. and China;
•the possible loss of key employees and the impact of the global labor environment;
•failures or malfunctions of our operations and infrastructure;
•any vulnerabilities to cyber threats or other cybersecurity concerns;
•the timing and effectiveness of our restructuring programs, such as the 2022 - 2023 Geolocation Restructuring Program;
•currency and foreign exchange volatility;
•the outcome of any review by controlling tax authorities of Moody’s global tax planning initiatives;
•exposure to potential criminal sanctions or civil remedies if Moody’s fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which Moody’s 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, such as our acquisition of RMS, or other business combinations and the ability of Moody’s to successfully integrate acquired businesses;
•the level of future cash flows;
•the levels of capital investments; and
•a decline in the demand for risk management tools by financial institutions.
These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under “Risk Factors” in Part I, Item 1A of Moody’s annual report on Form 10-K for the year ended December 31, 2022, 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. Forward-looking and other statements in this document may also address our corporate responsibility progress, plans, and goals (including sustainability and environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the Securities and Exchange Commission. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the Company's market risk during the six months ended June 30, 2023. 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 our Form 10-K for the year ended December 31, 2022.
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’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 June 30, 2023.
For information regarding legal proceedings, see Item 1 – “Financial Statements – Notes to Condensed Consolidated Financial Statements (Unaudited),” Note 16 “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, 2022, 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, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
MOODY'S PURCHASES OF EQUITY SECURITIES
For the three months ended June 30, 2023
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)
April 1- 30
73,312
$
302.36
70,493
$
786
million
May 1- 31
82,432
$
309.46
77,891
$
762
million
June 1- 30
65,422
$
332.90
64,889
$
740
million
Total
221,166
$
314.25
213,273
(1) Includes surrender to the Company of 2,819; 4,541; and 533 shares of common stock in April, May, and June, 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 February 9, 2021, the Board authorized $1 billion in share repurchase authority and on February 7, 2022, the Board of Directors approved an additional $750 million of share repurchase authority. At June 30, 2023 there was approximately $740 million of share repurchase authority remaining. There is no established expiration date for the remaining authorization.
During the second quarter of 2023, Moody’s issued a net 200 thousand shares under employee stock-based compensation plans.
Item 5. Other Information
Rule 10b5-1 Plans
On May 12, 2023, Robert Fauber, the Company's Chief Executive Officer, adopted a trading plan intended to satisfy Rule 10b5-1(c). The plan relates to the sale of up to 28,010 shares of Moody’s Corporation common stock between August 16, 2023 and February 7, 2024. The shares include: i) shares which will be acquired upon the exercise of employee stock options; and ii) vested restricted stock units.
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)
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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