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Earnings Call: Q3 2016

Oct 21, 2016

Speaker 1

Good day, and welcome, ladies and gentlemen, to the Moody Corporation Third Quarter 2016 Earnings Conference Call. At this time, I would like to inform you this conference is being recorded and that all participants are in a listen only mode. After the question of the company, we will open the conference up for question and answers following the presentation. I would now like to turn the conference over to Sallie Swartz, Global Head of Investor Relations and Communications.

Speaker 2

Please go ahead.

Speaker 3

Thank you. Good morning, everyone, and thanks for joining us on this teleconference to discuss Moody's Q3 2016 results as well as our current outlook for full year 2016. I am Sally Schwartz, Global Head of Investor Relations and Communications. This morning, Moody's released its results for the Q3 of 2016 as well as our current outlook for full year 2016. The earnings press release and a presentation to accompany this teleconference are

Speaker 4

both available on our website at ir.moodys.com.

Speaker 3

Ray McDaniel, Moody's President and Chief Executive Officer, will lead this morning's conference call. Also making prepared remarks on the call this morning is Linda Heber, Moody's Executive Vice President and Chief Financial Officer. Before we begin, I call your attention to the Safe Harbor language, which can be found towards the end of our earnings release. Today's remarks may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the act, I also direct your attention to management's Discussion and Analysis section and the risk factors discussed in our annual report on Form 10 ks for the year ended December 31, 2015, and in other SEC filings made by the company, which are available on our website and on the Securities and Exchange Commission's website.

These, together with the Safe Harbor statements,

Speaker 4

set forth important factors that

Speaker 3

could cause actual results to differ materially from those contained in any such forward looking statements. I would also like to point out that members of the media may be on the call this morning in a listen only mode. I'll now turn the call over to Ray McCannon.

Speaker 2

Thanks, Kelly. Good morning and thank you to everyone for joining today's call. I'll begin by summarizing Moody's Q3 year to date 2016 results. Then we'll follow with additional financial detail and operating highlights. I'll then conclude with a litigation update and comments on our current outlook for 2016.

After the prepared remarks, we'll be happy to respond to your questions. In the Q3, Moody's revenue of $917,000,000 increased 10%, primarily as a result of record 3rd quarter revenue from Moody's Investor Service, driven by higher leverage finance issuance and U. S. Public finance activity, as well as solid growth from Moody's Analytics. Operating expense for the Q3 was $520,000,000 up 7% from the Q3 of 2015, included an $8,400,000 restructuring charge associated with cost management initiatives.

Operating income was $398,000,000 a 14% increase from the prior year period. The impact of foreign currency translation on operating income was negligible. Adjusted operating income, defined as operating income before depreciation, amortization and the aforementioned restructuring charge, was $439,000,000 up 16% from the same period last year. The reported operating margin for the Q3 of 1.31 dollars was up 15% from the Q3 of 20 of $1.31 was up 15% from the Q3 of 2015. Non GAAP EPS of $1.34 was up 21%.

Q3 2016 non GAAP EPS excludes the $0.03 impact from the restructuring charge. Q3 2015 non GAAP EPS excludes the $0.03 benefit from a legacy tax matter. Turning to year to date performance, Moody's revenue for the 1st 9 months of 2016 was $2,700,000,000 an increase of 2% from the prior year period. Corn currency translation unfavorably impacted revenue by 1%. Revenue at Moody's Investor Service was $1,800,000,000 with a decline of 1% from 2015.

Revenue at Moody's Analytics was $899,000,000 8% higher than the prior year period. Operating expense in the 1st 9 months of 2016 was $1,600,000 up 5% from the prior year. Foreign currency translation favorably impacted expense by 2%. Operating income was $1,100,000,000 down 2% from the 1st 9 months 2015. The impact of foreign currency translation was negligible.

Adjusted operating income of $1,200,000,000 was down 1% from the prior year period. Moody's reported operating margin was 41.8% and its adjusted operating margin was 45.7%. Effective tax rate for the 1st 9 months of 2016 was 31.5%, down from 31.7% in the same period in 2015. In light of the strong Q3 performance coupled with continued expense management, we are increasing our full year 2016 GAAP EPS guidance to a range of $4.76 to $4.86 which includes an anticipated non cash foreign exchange gain of $0.18 related to a subsidiary reorganization, offset in part by a $0.04 restructuring charge. Excluding the gain and the restructuring charge, the non GAAP EPS guidance range is now $4.62 to $4.72 I'll turn the call over to

Speaker 4

Linda to provide further commentary on our

Speaker 2

financial results and other updates.

Speaker 4

Thanks, Ray. The question was revenue at the company level. As Ray mentioned, Moody's total revenue for the Q3 was $917,000,000 up 10% from the prior year period. U. S.

Revenue of $546,000,000 was up 13% from the Q3 of 2015. Non U. S. Revenue of $371,000,000 was up 0.5% and represented 40% of Moody's total revenue. The impact of foreign currency translation unfavorably impacted Moody's revenue by 1%.

Recurring revenue of $460,000,000 was up 3% and represented 50% of total revenue. And looking now at each of our businesses, starting with Moody's Investor Service, total MIS revenue for the quarter $612,000,000 up 12% from the prior year period. U. S. Revenue increased 11% to $391,000,000 Non U.

S. Revenue of $221,000,000 was up 13 percent

Speaker 2

to the

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prior year period and represented 36 percent of total ratings revenue. The impact of foreign currency translation on MIS revenue was negligible.

Speaker 2

Moving to the

Speaker 4

lines of business for MIS. 1st, global corporate finance revenue for the Q3 of $300,000,000 was up 21% from the prior year period. This result primarily reflected higher levels of bank loan and speculative grade bond issuance, strong investor demand and tighter credit spreads drove debt refinancing activities. U. S.

And non U. S. Corporate finance revenues were up 16% and 32%, respectively. 2nd, global structured finance revenue for the 3rd quarter was $104,000,000 down 7% from the prior year period as reduced U. S.

CMBS and CLO activity was only partially offset by increased U. S. RMBS and REIT activity. U. S.

Non U. S. Structured finance revenues were down 9% and 4%, respectively. 3rd, Global Financial Institutions revenue of $96,000,000 up 7% from the prior year period as a result of decreased as a result of excuse me, increased Asian Banking issuance. U.

S. And non U. S. Financial Institutions revenues were up 2% and 11%, respectively. 4th, Global Public Interest and Infrastructure Finance revenue of $105,000,000 was up 16% versus the prior year period, primarily driven by strong U.

S. Public finance issuance. U. S. Public project and infrastructure finance revenue was up 29%, while non U.

S. Revenue was down 8%. MIS Other, which consists of non rating revenue from ICRA in India and Korea Investor Service, contributed $8,000,000 to MIS revenue for the 3rd quarter, up 4% from the prior year period. And turning now to Moody's Analytics, global revenue for MA of $305,000,000 was up 6% from the Q3 of 2015. U.

S. Revenue of $154,000,000 was up 19% year over year. Non U. S. Revenue of $150,000,000 was down 4% and represents 49% of total MA revenue.

Foreign currency translation unfavorably impacted MA revenue by 3%. Excluding revenue from our March 2016 acquisition of GGY, MA revenue grew 3%. Moving now to the lines of business for MA. 1st, Global Research, Data and Analytics. For RD and A, revenue of $168,000,000 was up 6% from the prior year period and represented 55% of total MA revenue.

Growth was mainly driven by strong sales of credit research and ratings data feeds. U. S. RD and A revenue was up 14%, while non U. S.

Revenue was down 4%. Foreign currency translation unfavorably impacted RD and A revenue by 3%. In Global Enterprise Risk Solutions, or ERS, revenue of $102,000,000 was up 10% from last year.

Speaker 2

The growth was driven primarily

Speaker 4

by the March 2016 acquisition of GGY, as well as growth in the credit assessment and stress testing product lines. U. S. ERS revenue was up 39%, while non U. S.

Revenue was down 3%. Foreign currency translation unfavorably impacted ERS revenue by 4%. Trailing 12 month revenue and sales for ERS increased 10% and 5%, respectively. As we've noted in the past, due to the variable nature of project timing and completion, ERS revenue and sales remain subject to quarterly volatility. 3rd, global professional services revenue of $36,000,000 is down 3% from the prior year period.

U. S. Professional services revenue was up 6%, and non U. S. Revenue was down 7%.

Turning now to expenses. Moody's 3rd quarter expense was $520,000,000 up 7% from 2015. The increase was primarily attributable to additional headcount in MA to support business growth and from the March acquisition of GGY, the restructuring charge and increased incentive compensation across the company. Foreign currency translation favorably impacted expense by 2%. Moody's reported operating margin increased 140 basis points to 43.3% in the 3rd quarter and adjusted operating margin increased by 250 basis points, 47.8%.

Moody's effective tax rate for the quarter was 30.5%, down from 32% in the Q3 of 2015. Now I'll provide an update on capital allocation. During the Q3 of 2016, Moody's repurchased 1,900,000 shares at a total cost of $193,000,000 or an average cost of $103 per share and issued 798,000 shares as part of its employee stock based compensation plan. Moody's also paid $21,000,000 in dividends during the quarter. On October 18, Moody's announced a quarterly dividend of $0.97 per share of Moody's common stock payable to Feb 12, the stockholders of record as the close of business on November 21.

Over the 1st 9 months of 2016, Moody's repurchased 1,100,000 shares at a total cost of $679,000,000 or an average cost of $95.51 per share and issued 2,700,000 shares as part of its employee stock based compensation plan. Additionally, Moody's returned $215,000,000 to its shareholders by dividend payment during the 1st 9 months of 2016. Outstanding shares as of September 30, 2016 totaled 191,200,000, dollars down 3% from September 30, 2015. As of September 30, 2016, Moody's had $787,000,000 of share repurchase authority remaining. At quarter end, Moody's had $3,400,000,000 of outstanding debt and $1,000,000,000 of additional borrowing capacity under its commercial paper program, which is backed off by an undrawn $1,000,000,000 revolving credit facility.

Total cash, cash equivalents and short term investments at quarter end were $2,100,000,000 approximately 80% held out by the U. S. Free cash flow in the 1st 9 months of 20 16 was $772,000,000 down 7% from the 1st 9 months of 2015, primarily due to lower net income. And with that, I'll turn the call back over to Ray.

Speaker 2

Okay. Thanks, Linda. As we disclosed in today's earnings release, on September 29th, we received a letter from the Department of Justice indicating that it is preparing a civil complaint against Moody's alleging violations of Financial Institutions Reform, Recovery and Enforcement Act in connection with ratings MIS assigned to RMBS and CDOs leading up to the 2,008 financial crisis. As we have previously disclosed, following the global credit crisis of 2,008, Moody's periodically received subpoenas and inquiries from various governmental authorities, including the DOJ and State's attorneys general. The DOJ has advised us that their investigation remains ongoing and may expand to include additional theories.

A number of State's Attorneys General have also indicated they expect to pursue similar claims under state law. Moody is continuing to respond to the DOJ and state's subpoenas and inquiries. What I hope you'll appreciate, I'm not going to be able to add anything beyond what I've just said and what we disclosed in our earnings release. I'll conclude this morning's prepared remarks by discussing the changes to our full year guidance for 2016. The full list of Moody's guidance included in our Q3 2016 earnings press release, which can be found on the Investor Relations website at ir.movies.com.

Moody's current outlook for 2016 is based on assumptions about many geopolitical conditions and macroeconomic and capital market factors, including interest rates, foreign currency exchange rates, corporate profitability and business investment spending, mergers and acquisitions, consumer borrowing and securitization and the amount of debt issued. These assumptions are subject to uncertainty and results for the year could differ materially from our current outlook. Our guidance assumes foreign currency translation at end of quarter exchange rates. Specifically, our forecast reflects exchange rates for the British pound of $1.30 to 1 pound and for the year of 1 $0.12 to 1 euro. Post third quarter movements in foreign exchange rates have had no meaningful impact on the full year 20 16 outlook.

As I noted earlier, Moody's is increasing its full year 2016 GAAP EPS guidance range to $4.76 to 4.86 dollars Excluding the foreign exchange gain and restructuring charge I mentioned earlier, the non GAAP EPS guidance range is now $4.62 to $4.72 The company now expects share repurchases to be approximately $750,000,000 due to available cash, market conditions and other ongoing capital allocation decisions. Capital expenditures are now expected to be approximately 120,000,000 dollars For MIS, Moody's now expects 2016 revenue to be approximately flat, reflecting increased guidance for non U. S. MIS revenue, which we also now expect to be approximately flat. U.

S. Revenue is still expected to be approximately flat. Corporate finance revenue is now expected to be approximately flat and structured finance revenue is now expected to decrease in the mid single digit percent range. Financial institutions revenue is now expected to increase in the low single digit percent range. Moody's Analytics, we are not anticipating any changes to the outlook items we provided on September 28, 2016.

This concludes our prepared remarks and joining Linda and me for the question and answer session are Mark Almeida, President of Moody's Analytics and Rob Plauber, President of Moody's Investor Service. We'll be pleased to take any questions you might have.

Speaker 1

We'll take our first question from Peter Appert from Piper Jaffray.

Speaker 2

Good morning. So Linda, perhaps could you talk about what we should think about in terms of incremental legal costs potentially on

Speaker 5

a new front basis? And also how you think about the pace of buyback activity given the

Speaker 6

potential pull on your cash?

Speaker 4

Sure, Peter. Good morning. We're not going to comment on incremental legal costs because as Ray said, we've just received a piece of correspondence. Also, calls on our cash, we have said that we're going to repurchase $750,000,000 of shares this year and so we'll go from there. As you see on Page 13 of the earnings release, we do have $2,000,000,000 of cash on hand.

And we do have our borrowing lines, IDCP program.

Speaker 2

Sure. Got it. And then one other question. The guidance for 4Q would imply

Speaker 6

a bit slower operating environment. Can you just follow-up for a second about what influences your thinking in that regard?

Speaker 4

Sure. Maybe we'll turn that over to Ross.

Speaker 2

Yes. Peter, it's Ray. And I'll let Ross comment on this in more detail. But I think the punch line is we do think that some of the strength in the 3rd quarter was pulled forward from the Q4. We had a very strong close in late September.

And some of that issuance appears to us to have been opportunistically pulled into a very attractive issuance environment. Rob, I don't know if you have any more detail you can add to that. That's right,

Speaker 6

I mean, I think I would

Speaker 7

characterize there's continued good market access here in the U. S. And we expect that will continue through the election and even potentially beyond selective access, I would say, in Europe and healthy issuance in Asia. And we have a healthy new mandate pipeline as well.

Speaker 5

But as Ray have

Speaker 7

said, incorporated some potential volatility and fewer what we call 30 days in the Q4 into our thinking.

Speaker 1

We'll take our next question from Toni Kaplan from Morgan Stanley. Please go ahead.

Speaker 8

Hi. Thanks so much for taking my question. Just wanted to ask about just given the strong performance in Corporate Finance, any way to frame the pull forward that you just discussed? How much was from Q4? How much maybe from 'seventeen?

Or maybe just how much larger it was than you were expecting in the 3rd quarter?

Speaker 2

I think, broadly speaking, we think the strength in the Q3 was pull forward of near term issuance that would have been occurring probably in the Q4 and early in 2017 otherwise. Looking out into 2017, we think that issuing conditions are probably going to be attractive and that may encourage pull forward from 2018 and beyond. Part of the reason why we're optimistic about the current outlook for issuance conditions is driven by the fact that we think the default rate in the speculative grade arena is probably peaking right about now over the next month or so. And it's going to moderate and come down, which should help spread. So even if official rates are moving up somewhat, we think there's an opportunity for spread tightening and an attractive issuance environment.

Speaker 8

Got it. And then on the margin side, MIS margins were strong. It seemed like that was mainly revenue flow through. Anything else to call out there? And in MA, you've had, I guess, margin contraction year over year for the last two quarters, partially because of the corporate allocation, things like that.

But should we be expecting, I guess, similar contraction in MA margins in 4th quarter? Thanks.

Speaker 4

Tony, thanks. It's Linda. You're right. MIS flow through is very helpful to us. You'll note that we also called out continued expense control.

And as you saw, we put $0.03 through in a restructuring charge. We are seeing good results from the cost controls that we've mentioned before. Those are particularly in effect for MIS and for shared services. And we feel that that's, as I said, starting to have impact on our numbers, which is great. For Mark, who will comment in a minute, the unfortunate result of Mark's success is that he does get to carry more of the overhead burden and he will talk a little bit more about the margin outlook for his business.

Speaker 2

Yes. Tony, you're right. The MA margin was held down by the increased share of overhead allocation that we're getting this year. And also, remember, we have the GTY acquisition, which is hitting us this year. So I can tell you that when we adjust for those things, the work that we do and looking at this on a pro form a basis and adjusting for the acquisition and assuming that we had the constant share of overhead expense, we saw we see modest margin expansion so far this year.

Speaker 1

We'll take our next question from Tim McHugh from William Blair. Please go ahead. Yes, thanks. Ryan, I just want

Speaker 9

to follow-up the comments as you look into 2017 and

Speaker 1

I guess also

Speaker 9

the comment about pull forward. You've talked before about the refinancing potential in 2017. Is that part of what you felt got pulled forward? Or was it really just timing within the quarters? I guess, trying to think about going into next year.

Speaker 2

Yes. As I mentioned, our belief is that it was more Q4 and maybe early 'seventeen issuance getting pulled into the Q3. So I do not anticipate that there was that we're going to see a large amount of 2017 refinancing having already gone through in the Q3 of 'sixteen. And again, if issuance conditions are as we are speculating, that is probably going to encourage pull forward out of 'eighteen and into 'seventeen.

Speaker 9

Okay. And on ERS, the trailing 12 month sales numbers kind of been in the mid single digits for 2 quarters and now there's the rolling 12 month number. So different things drop in and come out of that number. But I guess recent bookings, are we I'd be curious for any more color there. Is it still supportive of kind of thinking the PopTech business as a double digit organic kind of growth business as we

Speaker 7

come to next year? Or

Speaker 9

is new sales activities, is that more representative of what we should think about for ERS?

Speaker 2

No. Tim, I think it is. We continue to think of this as a double digit growth business, particularly and recall what Steve talked about at Investor Day, particularly focusing on those areas of the business that we're really trying to drive, particularly around software licenses, software subscriptions and software maintenance. As we told you, we're deemphasizing the implementation services business, that low margin business that frankly we don't particularly want and don't particularly need given our market position now. So when we focus on the core aspects of the ERS business, we're seeing good strong bookings there, certainly in the double digits and getting up towards the mid teens.

Speaker 9

Is that for the when you say double digits to mid teens, is that for the total ERS Or are you just

Speaker 10

saying the

Speaker 9

software piece is coming at that pace, but total practice revenue might be lower because you're not doing as much of the implementation?

Speaker 2

Correct. Yes, it would be the latter. It's if you ignoring the sort of the flatness that we're seeing in the implementation services business and just looking at those parts of the business that we're emphasizing, that's where we're seeing a double digit or mid teens net growth.

Speaker 9

Okay. Thank you.

Speaker 1

We'll have next question from Andre Benjamin from Goldman Sachs. Please go ahead.

Speaker 11

Thanks. Good morning. I guess on the issuance side, as you talk to your capital markets counterparts to form a view about the pipeline that depends your forecast. Can you talk a little bit about the level of confidence

Speaker 12

or lack thereof that you're hearing from

Speaker 11

them around those ranges that can talk to their customers? And this is really a question around talent. Are they really confident in the baseline that comes from refi, M and A announced products, etcetera? Or do you sense a greater uncertainty relative to, say, a month or 2 ago? Whatever time frame you want to use as a reference?

Speaker 4

Sure. Andrey, it's Linda. I'll take a shot at this and I'll talk about the views that we get from the various investment banks. A view first will cover the U. S.

And then outside the U. S, this is financial and non financial U. S. Dollar issuance. Before I start that though, I think the market is cheered by some larger M and A deal talk that has happened today and recently.

So I think that tends to improve confidence. But let's go through these categories. Investment trade, 3rd quarter 20 16 issuance was up 20%. Issuers are taking advantage of historically low rates and strong investor demand. We do expect the lighter periods of issuance expected in the Q4 because of the following three factors.

Earnings blackouts will continue through October. The U. S. Elections obviously are November 8 and the Federal the Fed Open Market Committee meetings are December 13 14. For the rest of 2016, we for full year 2016, excuse me, we expect issuance to end the year up 10%.

You'll recall that originally these projections had been for issuance to be sort of flat to down 10%. So this is better than had been anticipated at the beginning of the year. Our yield Q3 2016 issuance was up 35%, which is a very big number. There again strong investor demand, good pricing and opportunistic issuance coming through very favorable factors. Issuance volume still has moderated over the last 2 to 3 weeks.

Expect rate market activity has shifted in favor of loans, in other words, shifting toward leverage loans versus bonds. And for the full year, we're expecting that the year will be down 5% on high yield, which is less bad than some of those initial indications had been back in January. Leverage loans, Q3 2016 issuance up 50%, a very large number. Leverage loan market continues to exhibit strength on the back of an opportunistic wave of refinancing activity and growing CLO issuance. Our CLO pipeline is very strong right now.

And full year 2016 issuance expected to end the year up 10%. Again, that's far more favorable than what was predicted at the beginning of the year. In Europe, investment grade, the ECB's purchasing program continues to underpin the market. BOE's purchase program also has officially begun. And so you see a lot of U.

S. Corporates doing reverse Yankee issues over in Europe as a heavy component of the supply there in Europe. The high yield market is also accommodative for issuers and a large portion of deal flow is coming from refinancing activity. September of 2016 on the high yield front in Europe was 2nd highest month on record. And we have some caution driven by concerns around potential ECB tapering and the timing and extent of any U.

S. Rate rises, some renewed speculation on hard Brexit and its rhetoric and regional European referendums and elections coming up. So I think generally much better than we had expected. I think Rob might want to comment a little bit that we continue to see growing strength through the middle and the end of September, which was perhaps better than we had expected even at Investor Day. So Rob,

Speaker 7

you? Yes. The only thing

Speaker 6

I might add to that, Linda, is that

Speaker 7

in the investment grade space, we've seen continued interest from foreign investors who are looking for yield. And it's interesting when you look at the funds flow both in high yield, while last week we saw a small outflow, the prior 2 weeks were almost $4,000,000,000 in inflows and over $11,000,000,000 in inflows year to date. Similarly, on the bank loan side, that asset class has seen its 11th straight week of inflows. And that's the longest streak since 2014 and almost $3,000,000,000 over the last 11 weeks. So I think that really supports how the market technicals.

Speaker 4

Thanks, Andre. Anything else we can do for you on that front?

Speaker 10

No, that was it.

Speaker 1

And we'll take our next question from Warren Jardanier from Evercore. Please go ahead.

Speaker 13

Yes, thank you. I'm a little surprised to see the recurring revenues and ratings were down, I think, a couple of percentage points sequentially, just given the strong debt issuance you guys had last quarter and of course this quarter as well. So just kind of wondering how to think about that into 4Q, especially given some of that strong issuance you had towards the end of the quarter?

Speaker 7

Yes. It was really a combination of a few factors. We had a couple of one off items this quarter that negatively impacted 3Q recurring revenues. We also saw a little bit of softness in CP outstandings and that's due I think in part to some of the money market regulations and that in turn dampened the activity fees that show up as recurring revenue for us and we had a little bit of FX drag. So all that kind of contributed.

If you exclude those items, that recurring revenue was between 3%, 3.5%, which I think is fairly comparable to last quarter.

Speaker 13

Okay. And then could you just remind me what your leverage cap is and where you guys stand today with respect to keeping your current rating and maybe where you could go and still maintain investment grade?

Speaker 4

Sure, Warren. It's Linda. I think we're pretty happy with our current leverage levels. And given our ratings by other companies, we have some room, but we're pretty comfortable with where we are right now. We do have several people have noted a piece of debt coming due in 2017.

We continue to take a look at that. That does have a call feature on it. And so we would have to look at the breakevens there. So we continue to watch that one. And we are now able to issue CPs.

We're paying some attention to that that allows us to tune the dials a little bit more finely than a large public debt issuance, the term issuance might provide. So we'll see, but we're pretty happy with where we are and we'd like our ratings where it is. So really no change.

Speaker 2

Okay. Thank

Speaker 1

you. We'll take our next question from Manav Sinha. Please go ahead.

Speaker 10

Yes. Good afternoon, guys. Just on the issuance front, can you just touch on the restructured outlook that you increased a bit? I think you talked obviously positive the Investor Day. Was there anything incremental to that?

Like was it those Sprint, Spectrum bonds or whatever that's been coming to the market? Just curious there.

Speaker 2

Yes. I mean, probably the biggest contributor to the improved outlook is CLO activity. The pipeline for CLOs is quite strong right now. Rob, I don't know if there are any other factors that you would point to.

Speaker 7

That's right, Ray. We've seen a mix of some of these resets deals. Leveraged lending market has obviously picked up and that supported greater supply in the market. We've seen a good Asian bid for some of the CLO assets that supported that activity.

Speaker 10

Okay. And then, Mark, just in terms of the non U. S. RG and A business that declined, just curious what's going on there?

Speaker 2

Yes. It's 1, we got crushed by FX. The Fed took a beating and you're seeing that in the numbers. We also had kind of an oddball one off. Last year in Q3, we had a strong Q3 last year, reflecting some one off business that we had done, some large one off business that we had done in some of the smaller segments of our D and A.

And we didn't have those didn't recur in the Q3 this year. So that's really what you're seeing there. But the underlying business continues to get strong. We feel very comfortable with where we are there.

Speaker 10

Do those one offs continue or is that was that just this quarter's performance?

Speaker 2

No, they were one offs in the Q3 that were recognized in the Q3 of 2015. So we had kind of a lapping about it.

Speaker 10

Okay. And then just broadly, I just wanted to understand how you guys define material information and materiality. Just trying to understand, does that presume after this request, there's going to be a lot of back and forth? And I guess, is that why you've toned down the buyback program, because I guess you're not allowed to do that while that's going on? Just curious on how we should think of that.

Speaker 2

We currently have a programmatic repurchase plan in place that continues. When we come to renew that, we'll look at all the appropriate conditions and information that we normally do in terms of renewal. So that's the story on the buyback.

Speaker 4

Yes, Manav, to expand a little further on that, we're operating our share repurchase program under a pre existing 10b5-1 plan, as you know. And we're in the market today and we'll take a look. We said we think we will spend about $750,000,000 this year and we're pretty happy with that. So I think that's about it.

Speaker 10

The reduction in the buyback then is that I'd assume is from the, I guess, the discretionary aspect of the buyback

Speaker 12

that you add to that 10b5-1?

Speaker 4

Yes. I think saying that we're going to do 7.54% this year is probably about what everybody needs to know in order to model that. And we're pretty comfortable with where we are. We've reduced the share count from by 3% from last year September as we said in the script.

Speaker 10

Okay. All right. Thank you, guys.

Speaker 1

We'll take our next question from Bill Warmington from Wells Fargo Securities. Please go ahead. Good afternoon, everyone.

Speaker 2

And a

Speaker 6

shout out to John Goggins, just when I thought I was out to pull me back in. So the first question for you on the strong Asian issuance. I just wanted to ask if in terms of what you're seeing there, how much is going toward refinancing of the debt and whether you're seeing some portion of that go to fund some investments that could actually spur some growth?

Speaker 2

Yes. I mean, it's a lot of the activity was coming from Chinese banks, asset management firms. And of course, there is refinancing included in that, but I do think we're seeing new money issuance coming out of Asia. And yes, I would say that's, all things being equal, that's a good sign for potential growth. Rob, I don't know if there's anything else There's

Speaker 7

a little bit of mix shift from onshore borrowings offshore in this quarter, cross border issuance from the Chinese property sector, which had been going into the domestic markets a bit in the Q2. We saw some of the big oil and gas corporates across APAC and some increased issuance from Australia and some healthy first time mandate activity.

Speaker 6

So the second question for you on margins. We talked at or you talked at the Investor Day about a 5 year target getting to the mid-40s for the operating margin. You had very strong flow through this past quarter. Potentially, you have some higher legal expenses coming. I just wanted to bring that up as a question in terms of does it change the trajectory of that margin target?

Speaker 4

Bill, it's Linda. We don't expect that it will change the trajectory. I think as we noted at Investor Day, we are being prudent about what we think for 'seventeen and 'eighteen margin expansion. I think we had noted we expected that to be perhaps back end loaded over the next few years. And you're right, we do expect to get back to the mid-40s on the simple margin.

I want to say very clearly that we've been very careful on our cost controls. An interesting thing for you to think about, Bill, just looking at headcount growth year over year at the end of September, the rating agency headcount has grown only 1% and shared services headcount has grown only 1% from this time last year. We have invested in growth for Moody's Analytics because that business is moving along really nicely. But we are being very cautious about what we're doing in terms of headcount because that's the major component to our expense increases as you know. So we're being very cautious and legal expenses will fall as they do, but nothing that exciting to comment on there other than that we're all being very careful about the cases of expenses.

Speaker 6

Okay. Thank you very much for the insight.

Speaker 1

We'll take our next question from Vincent Hung from Autonomous.

Speaker 10

So the answer to this one is no, but any sense on timing on this DOJ stuff? I mean, do you expect it to be prolonged as YSP experience?

Speaker 2

Don't really have any information I can give you on that at this time.

Speaker 10

Okay. And the first one, how many new fund dates did you get this quarter?

Speaker 2

About 225, 227 new mandates. It was up from the 2nd quarter and up from prior year. We'll

Speaker 1

take our next question from Joseph Foresi from Cantor Fitzgerald.

Speaker 6

Hi. As you work through the planning for next year, what are some key areas of investment you're looking at? And is there any difference between what you're expecting in 'seventeen for investments versus 'sixteen?

Speaker 4

Sure, Joe. It's Linda. It looks pretty much the same. We're looking to invest in technology to support what MIS is doing to ensure that our rating analysts are as efficient as they can be and that we're handling our regulatory requirements as efficiently as we can for those analysts. So that continues.

We're pleased that perhaps that rate of technology spending might be largely having peaked in 2016. So we'll have to see how that goes, but we don't have the forecast for 2017 baked yet fully. For Moody's Analytics, Mark is running a very nicely growing business and we will continue to invest in that business. And for the commercial operations for Moody's Investor Service, we want to be thoughtful about the ability to do business with us in a constructive way. We might continue to invest there.

But investment outlook, I suspect, will look pretty much like it has. But again very cautious eye on expense control and we will talk more about potential for margin expansion for 'seventeen when we give guidance for 'seventeen. But we would like to be able to show some margin expansion, but we're going to have to see. And I don't know if Ray or others of my colleagues want to comment any further on that.

Speaker 2

No. The only thing I would say is probably a notable variable would be, as we look at some of the international markets and market openings, some key emerging markets like China, if that occurs more quickly, that might invite investment sooner. If it continues to be at the spending that you've seen already.

Speaker 6

Got it. And as you run through your the economic variables for 'seventeen, when you talked about it potentially being a positive issuance environment, can you give us any early thoughts on what your expectations are for some of those variables like interest rates or others that could impact issuance in 'seventeen?

Speaker 2

I mean, at a macro level, just looking at GDP, the GDP growth is, I think, we're anticipating it's going to stabilize, albeit at fairly low levels in the developed markets. So somewhere around 2% in the U. So it's good in that there is growth in the So it's good and that there is growth in the key markets that we operate in,

Speaker 1

but it

Speaker 2

is not going to be fast paced growth in our estimation. We would also expect to see a gradual normalization of monetary policy in the U. S, but I think that will be gradual. And we're going to continue to see accommodative monetary policy outside the U. S.

So I think that's going to feature in continuation of low rates in a number of markets.

Speaker 6

Got it. And then just the last one for me. Can we get any updates on your outlook for Brexit in Europe? Thanks.

Speaker 2

Yes. It's going to be a continuing uncertainty, I think. There's a certain amount of rhetoric that is contributing to the uncertainty. I think the rhetoric may be a bit stronger than the reality when we finally see what kind of negotiations go into the divorce and remarriage in Europe with the U. K.

But the reason I say I think we're in for some prolonged uncertainty is really driven by the just the political timing with elections in key countries throughout next year. And I think that's going to impact pace at which negotiations can be conducted. Those countries include the Netherlands, France, Germany. So we'll probably see more progress late next year than we will early in the year.

Speaker 1

Our next question is from Alex Kramm from UBS. Please go ahead.

Speaker 14

Yes. Hey, good morning. Heard your comments on DOJ, obviously,

Speaker 10

but I'll ask that question

Speaker 14

anyways, which is hopefully broad enough that you can answer it. Two questions actually. So one, when I read your disclosures this morning, you mentioned FIRREA, you mentioned RMBS and you mentioned CDOs, which sounds fairly consistent with what S and P is held on. So you've studied, I'm sure, their case very detailed. So any anything in the letter that you saw that suggests that it's a different scope or beyond the scope or less of a scope?

And then secondly, can you just remind us you've been very strong on not settling cases in the past. You have settled a few. So maybe just a general view on how that has evolved over the last few years as you've seen some of these cases? Thank you. No,

Speaker 2

I don't think it would be appropriate for me to comment on this at this point. The disclosure we made was based on the letter we received. And that's about as much as I can say. And I do understand the curiosity, and I realize it's probably frustrating for me to keep referring you back to our disclosures.

Speaker 7

But I think that's the most appropriate course.

Speaker 14

Fair enough. I get it. Secondly, somebody brought up the Sprint deal just to turn off this week. Rob, maybe this is for you. Any more detail you can give us in terms of do you think this is something new?

And do you think there's another pipeline of deals like this that could go off? And by the way, is this captured in IG or is this a structured deal? How does it work from a financial perspective?

Speaker 7

Yes. I'm not sure I would say this is a trend. This was one particular transaction. This was in the structured area. We have seen some esoteric types of transactions.

We have seen some handset transactions and so on. So there's some of that kind of activity going on. I'm not sure that what's expected would be a trend.

Speaker 10

All right.

Speaker 14

And then just lastly, real quick for Linda. You mentioned the expense of the 2 times every quarter you've updated us on kind of like the ramp you expect. Can you just give us I know it's only 1 quarter left, but can you just give us your latest and greatest in terms of absolute dollars and how that's changed over the course of the year? Thank you.

Speaker 4

Sure, Alex. We had said the expense ramp from the Q1 to the Q4 will be $25,000,000 to 35,000,000 dollars and we expect that that will hold maybe towards the higher end of the range.

Speaker 14

All right, fantastic. Thank you very much.

Speaker 1

We'll take our next question from Jeff Silber from BMO Capital Markets. Please go ahead.

Speaker 15

Thanks so much. In the release, you talked a little bit about increasing incentive compensation across the company. Can you just give us a little bit more color? Is that something we should expect to continue going forward?

Speaker 4

Sure, Jeff. Incentive compensation for the Q3, we did have to take up a bit. In fact, that incentive compensation was about $43,000,000 and that went ahead of the 2nd quarter of $35,600,000 and also ahead of last year's $32,900,000 So given the strong performance particularly at MIS, we have had to accrue about $10,000,000 of additional incentive compensation, which did offset some of the other cost savings that we had. Going forward to the Q1, this is a bit of a wildcard. I would model about $40,000,000 is probably a reasonable number, but we could break a few $1,000,000 either below that or above that.

Speaker 15

Okay, great. That's helpful. And I'm sorry to go back to the DOJ issue. But can you tell us what the reserve policy has been? What you reserved against cases similar to this?

And also historically, what insurance would reimburse you for typically through the existing period of settlements? Thanks.

Speaker 4

Sure. Just quickly and then Ray will comment. U. S. GAAP, we can't reserve for anything that is not probable or estimable.

And since we don't have any information on that front, we can't have any reserves on this matter. Also, we do have insurance coverage, but we're not going comment on that either. And I'll see if Ray has anything further to add.

Speaker 2

No, I don't on those items.

Speaker 15

Okay. Thank you.

Speaker 10

Thank you.

Speaker 1

We'll take our next question from Craig Huber from Huber Research Partners. Please go ahead.

Speaker 2

Yes. Thank you. The restructuring charge you guys took in the quarter,

Speaker 5

it's been quite some time since the last time you did that. Can you just give us a little more detail what part of company that's pertaining to, please?

Speaker 4

Sure. The restructuring charge was modest, $8,000,000 and change. We don't do that too often. As we have said before, we're watching expenses particularly carefully. And I think I commented earlier on what we're doing with headcount management, both in MIS and shared services.

So I think, Craig, it's fair to say that most of that restructuring charge accrued to shared services and to MIS.

Speaker 2

And it was in multiple areas, modest

Speaker 7

actions in multiple areas.

Speaker 5

Okay. And then, Ray, just the outlook for structured finance, sort of think out over the next 6 plus months, maybe RMBS, CMBS, what are some of the sort of outlook there, some of the underlying factors that might drive it materially better or worse than we've seen here in recent quarters?

Speaker 2

Yes. Rob may want to comment on this, but what I would look for really is how some of the work being done to structure transactions in light of the risk retention rules and efforts being made to try and create structures that are still economically attractive and comply with those rules is going to be the big variance going into 2017. We've begun to see some ideas and actions around how to address risk retention rules. But again, we just have to watch and see what the arrangements, what the banks ultimately land on.

Speaker 6

The only thing I might add

Speaker 7

to that, Ray, is, so

Speaker 6

we have a healthy CMBS pipeline that you asked about CMBS. Right now, as issuers

Speaker 7

are looking to get in front of the risk retention deadline. So while January could be a bit light, I think we'll see a lot of the issuance in the first half of twenty seventeen at CMBS supported by this upcoming maturity wall that

Speaker 1

we can save. And also I

Speaker 5

was going to ask about maturity walls on the corporate finance side here that you showed increased itself for the next 4 years. Would you just remind us in the transaction revenues for the corporate line historically, what's the general range of how much that business historically comes from refinancings?

Speaker 2

Rob, do you have the

Speaker 7

I think we said at Investor Day for U. S. And European fundamental, which

Speaker 13

is what we shared. I think

Speaker 7

it was in a 35%

Speaker 2

of transaction revenue. 30% to 40% in that range.

Speaker 5

Okay, great. And then whatever your litigation costs are in the Q4, I assume that's obviously embedded in your outlook here for your costs for the full year, right?

Speaker 2

No, yes. Our legal costs are included in our outlook, yes.

Speaker 14

Okay, great. Thank you.

Speaker 1

We'll take our next question from Ashley Cerro from Credit Suisse. Go ahead.

Speaker 12

Good afternoon. I just wanted to first clarify the messaging on expenses here. In face of elevated litigation costs, is the message that there isn't a lot you can do on the incentive front in the near term or accelerating some of the future expense saves talked about at the Analyst Day? Or given this letter, are you reevaluating some additional levers you can pull?

Speaker 2

Just to adjust the premise of the question, we have not said that we have increased litigation costs. We have not commented on that.

Speaker 4

Yes, Ashley, it's Linda. We will continue with our expense plan. The guidance for the remainder of the year includes everything that we can see right now. Again, we're being very cautious, particularly on headcount. We're being very thoughtful on the businesses that have had and the support services that have had perhaps more challenging conditions earlier this year.

But we're continuing on doing what we're doing. The conditions in the business, both of the businesses are very good. The 3rd quarter was quite strong as you can see, record MIS revenue in the 3rd quarter. So we're going to keep doing what we're doing. And in early February, we'll give guidance for 2017.

Speaker 12

Okay. And I don't know if you can answer this, but I'm going to try. So how should we think about the maximum settlement you can fund, say, given your U. S. Liquidity sources without having to repatriate foreign cash?

Speaker 2

No. As we've said, we've commented to the extent that we feel it's appropriate in our disclosures already. Okay.

Speaker 12

And then just final question, what's your view and current appetite to do M and A as long as these investigations continue?

Speaker 2

Well, we've been engaged in M and A activity on a regular basis. I think we would continue to look for attractive assets to acquire. So I don't see any change in our thinking or behavior going forward than what you've seen in recent years.

Speaker 10

Okay. Thank you for taking my questions.

Speaker 1

I'll turn the conference back over to Ray for additional remarks.

Speaker 2

Okay. I just want to thank everybody for joining us and we look forward to speaking with you again in the new year. Thanks.

Speaker 1

This concludes Moody's Q3 2016 earnings call. As a reminder, a replay for this call will be available after 3:30 pm Eastern on Moody's IR website. Thank you very much.

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