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Investor Day 2014

Sep 30, 2014

Speaker 1

Welcome to Moody's 2014 Investor Day. My name is Sally Schwartz and I'm Moody's Global Head of Investor Relations. I'd like to review a few of our logistics with you. First, for those of you here in the room, We'll be holding all of today's sessions here in room C and D. For our break and also for lunch, we'll be in rooms A and B, which is next door where you had breakfast this morning.

During the presentations, we ask that you hold all of your questions until the Q and A session. But if you need any assistance during the day, Please look for our speaker helpers who are wearing red tags on their name badges. For your convenience, we've also set up an information desk just outside this room. And finally, for all of our attendees, we're going to have a survey come out. So for those of you on the webcast, you should see a link at the end of the presentations today.

And for those of you in the room, you're going to get an e mail. So please take 5 minutes, In just a few minutes, Ray McDaniel, President and Chief Executive Officer of Moody's Corporation will make his opening remarks. We ask that you hold your questions for Ray until the end of the event after his closing remarks. Directly following Ray, Mark Zandy, Moody's Analytics Chief Economist will provide a macroeconomic overview as our first session. Then as our second session, Michel Madeline, President and Chief Operating Officer of Moody's Investor Service and Tom Keller, Managing Director, geographic management and Sovereign Ratings will speak with you regarding our ratings business with a spotlight on developing markets.

After Michelle and Tom, John Goggins, Executive Vice President and General Counsel, will provide a legal and regulatory update. And then following John's presentation, we'll take a short break. When we come back from the break, our 4th session will be with Mark Almeida, President of Moody's Analytics and Steve Talenko, Executive Director of Enterprise Risk Solutions. Mark and Steve will be updating you on our Moody's Analytics business with a spotlight on Enterprise Risk Solutions. Our last session of the day covers various aspects of our financial strategy and will be presented by Linda Huber, Executive Vice President and Chief Financial of Moody's Corporation David Platt, Managing Director and Head of Corporate Development and Lisa Westlake, Senior Vice President and Chief Human Resources Officer of Moody's Corporation.

After that session concludes, Ray will make a few closing remarks. Today's presenters have been with Moody's for many years, an average of over 16 years in fact. Many have worked for Moody's in various different capacities and in multiple geographies.

Speaker 2

They have

Speaker 1

some really great things to share with you today. With that, we'd like to get started. Please enjoy the event and thank you for taking the time to be with us today. Ray?

Speaker 3

Okay. Welcome everybody. Thank you, Sally, for the introduction. And I hope that you're going to find Today's activity is informative. And to the extent that there are any questions at the end of the session, I will be happy to address those.

But I'd like you to hear from my colleagues first, so that you I would expect you will probably have many of your questions answered in their prepared remarks. So to begin, what I'd like to do is offer some comments on a couple of updates. First of all, our guidance And secondly, our announcement on COPAL AMBA. Both of these updates are also included in press releases in the back of your packages, but I will briefly walk through the highlights. I'd then like to review Moody's mission, which will be familiar to many of you and preview Moody's business drivers and financial profile, which my colleagues will talk about in more detail.

That will then lead to a few summary thoughts. And as I said, happy to answer any questions at the end of the session. The first update is our guidance. Most of our guidance has not changed, but you can see in the bold that we have increased our non GAAP earnings per share guidance to $3.95 to $4.05 from $3.90 to $4 This updated guidance is non GAAP because it excludes the gain that we had on the acquisition of majority stake in ICRA of $0.36 However, it does include our mergers and acquisition costs associated with WebEquity, ICRA and the anticipated Copalamba share purchase. We are also updating our guidance with respect to share repurchase where we now believe we may repurchase up to $1,250,000,000 worth of shares this year, up from $1,000,000,000 previously.

A more detailed list of our guidance is included in the press release that we issued this morning, which has some other modest segment adjustments, but these are really the headline items. The second update is with respect to Copalamba. We Back to purchase the outstanding shares of Copelamba pursuant to a call option as disclosed in our securities filings. Copal Partners has performed very well since our acquisition in 2011. And with the addition of Amba late last year, We now believe we have a complete research product and service offering for financial institutions globally.

The businesses have performed well in terms of acquisition and service to 3rd party clients, but it's also served as a full offshore platform for Moody's. And so for both reasons, the business has proven to be very successful. You will hear more about Copal Amba later. But at this point, the purpose of bringing this up is to say that we will complete Our acquisition of shares moving from 2 thirds majority to 100 percent ownership of Copalamba that is anticipated to be in late Q4 2014 and is not expected to have any impact on our EPS for the year. We will be using international cash for that completion of share purchase at Copalamba.

Okay. Moving to our mission. Many of you have seen this slide before. Our mission is to be the world's most respected authority serving risk sensitive financial markets. 1st and foremost, we believe that means we need to defend and enhance our core ratings and research business.

The quality and transparency of our ratings product, the insight and timeliness of our research. And around that, We believe we have significant opportunities to expand our business, increasing our scale in the non ratings businesses, as well as moving into attractive near adjacencies. And we do that primarily through our Moody's Analytics business. We can leverage the competencies that we have, our worldwide brand. We can extend our thought leadership and play a more comprehensive role in credit and risk sensitive markets and enhance our relevance in emerging markets.

And again, you're going to hear more about the emerging markets going forward. Now what all this says is, 1st of all, we like the businesses we're in. It really places a priority on effective execution around keeping up with changes, developments, the evolution of the markets that we are already serving, because those markets we think provide a very attractive opportunity for us. As I said, we also see opportunities to increase our scale in some other businesses that we have and to move into adjacencies with an emphasis on effective disciplined execution. So let's look at our progress over the last few years against this mission.

First of all, I'll start with recognition. Both Moody's Investor Service and Moody's Analytics have enjoyed repeated prestigious recognition from a variety of sources for the work we do in ratings, risk analytics, risk modeling and research. We've had greater clarity in the last years around the regulatory situation globally as well as progress on the legal front. So there it's certainly not completely stabilized, but we have a much better understanding of the terrain has been resolved. John Goggins will speak to that.

We have expanded Moody's geographic reach and our product offerings. The business expansion through Moody's Investor Service most recently with the majority stake in ICRA in India and through Moody's Analytics the acquisitions of Copel Partners, Barry and Hibbert, Amber Research and WebEquity. And then for 2011 through 2013, you can see we have compound annual growth in revenue, operating income and earnings per share of 14%, 18% and 20% respectively. And we have returned almost $2,000,000,000 of capital to shareholders over this period through share repurchases and dividends. So what are our opportunities in the current environment?

And I emphasize that changes really in the banking sector are having an influence over Moody's very broadly, really across all areas of our business. Disintermediation, which many of you have heard me speak to a number of times before, is a powerful driver of new rating mandates. Risk capital requirements, stress testing that is affecting banks, changes in the regulatory infrastructure that addresses risk retention and business activities at financial institutions has a side effect of curtailing the availability of capital and liquidity through loans and bank facilities for borrowers worldwide. And so naturally they look for alternatives to maintain their access to capital and liquidity and the bond markets are a very ready source of capital. That means new rating mandates.

We have had a very steady and substantial flow of new rating mandates coming not only out of Europe and the international markets, but also the U. S. Market, which many of you may think of as more mature market over the last few years and that disintermediation has been driving our ratings business to a substantial degree. There's also regulatory risk measurement and risk management reporting and software for stress testing and risk management analytics. This is driving our Enterprise Risk Solutions business.

And then finally, we have the offshore resources to supply banks with research and other business services, so that they are able to continue to service clients and customers effectively with high quality research, but at lower cost points. And that's where our Copalamba business comes into So you can really see across the ratings, research, enterprise risk solutions and Copel Amber Research Services, The changes in the environment for the financial institution system globally are providing multiple opportunities. And then turning to the key emerging markets and we're including China, India and Latin America as key examples of this. We have opportunities both in cross border bonds and ratings for cross border bonds, the development of domestic bond markets And then other financial services, as well as offshoring. We are serving these markets in a variety of ways, through Moody's Investor Service, through Moody's Analytics and through a number of joint ventures.

So these opportunities are Situational. They are jurisdiction specific in many cases. And we are using a variety of strategies, tactics and pools in order to realize these opportunities in these, as I said, key emerging markets. So looking forward, We are sticking with our mission. It is about ratings quality and transparency.

Thought leadership on issues of interest to credit market participants is vital to maintaining that sense of quality and the predictive content of our ratings and research and further extending our businesses and considering select adjacent markets with discipline, but looking at where we are not that we think we can be with our competencies and our brand remains very important for us. On the financial side, we have the realization of additional operating leverage as an opportunity And the continued return of capital to shareholders. So this is has been part of our communications to you in the past. It continues to be part of our communications going forward. We think opportunities remain in both of these areas on the financial side.

Now this slide should look familiar. It is our 4 box revenue growth slide. And this is our explanation, our attempt to show why we think that over the long term on average, we have a double digit growth business from a top line perspective. It's a matter of growth in global debt Global Debt as a result of growth in global GDP, disintermediation, the growth in Moody's Analytics And pricing opportunities, both at Moody's Analytics and Moody's Investor Service. This is a slide that, as I said, most of you have seen before.

The message here is that this is intact in our opinion. And what does this mean beyond the top line? You take the 4 box slide and you add to that the opportunities that we've identified for ongoing margin expansion and share repurchase, which we have committed to. And that informs a view that we believe we have a mid teens opportunity for growth in earnings per share on a long term basis. So again that part of our message is intact.

And then finally, just a couple of summary thoughts. Our mission guides intelligent decision making. The mission provides discipline to our thinking processes about the opportunities we have. It does mean that execution is critical. Disciplined effective execution is absolutely essential to the future of this business.

The business has financial resilience and we source constrained, we can pursue the opportunities that are in front of us. The financial resilience will be explained in more detail by some of my colleagues. And again, I will be very happy to answer any that remain open once we are completed with this morning's discussion. I want to thank you again for joining us and I want to turn the podium over now to Mark Zandy. So Mark?

Speaker 2

Thank you, Ray. Good morning. It's my task to consider the outlook for the global economy to provide context to today's sessions. Broadly speaking, I'm optimistic about global prospects. Global GDP that's been growing about 3%.

That's what it will grow this year. That's what it grew last year in 2013 and in 2012. I expect that to grow about 3.5% in 2015 and about the same in 2016. So a bit of a bump up in growth. Just for context, the global economy's potential rate of growth, that rate consistent with a stable rate of unemployment is just below 3%.

So we've been growing just above that and I expect that growth to accelerate as we move into 2015 2016. Leading the way will be the United States. The U. S. Economic growth prospects already much improved.

Throughout most of the recovery, which is now just over 5 years old, we've been the U. S. Economy has been growing about 2% ish in terms of GDP. It feels like most recently growth has accelerated on a sustained basis to closer to 3%. And I would anticipate by this time next year, we'll see even stronger growth in the United States probably closer to 4% as we're moving into 20 There are many reasons for that optimism.

I'll get back to that in a few minutes, try to document that for you a little bit more rigorously. China I should point out that the U. S. Economy as you can see from this slide is very important to global economic growth. This is some results based on simulations of our country models.

We maintain 55 models for countries across the globe. And based on that simulation, this shows the impact on global GDP growth from an acceleration of GDP of 1% in each of the respective countries. So if you look at the first bar, The U. S, a 1% acceleration in U. S.

Growth results in an acceleration in global GDP growth of 0.8 The U. S. Economy is still the most important largest economy on the planet, accounts for about 20% of global GDP. So a 1% acceleration in U. S.

GDP directly adds 20 basis points, 0.2 percentage points to global GDP growth. That's green part of the bar. That's the direct impact from the acceleration in growth in the specified country. You can see because of trade linkages, linkages through through financial markets, the U. S.

Stronger U. S. Growth leads to stronger growth elsewhere. The light blue part of the bar represents growth in the rest of the developed world. So for the U.

S, rest of the developer would include Europe, Japan, Canada, Australia. And then the rest of the bar represents the impact on growth in the emerging economies. I've broken that down into EM Asia, EM Latin America and EMEA, so you can kind of get a sense of it. You'll note that China and Europe are also very important to global growth. And in my Outlook for the global economy, I'm anticipating that the Chinese are able to hit their growth targets.

As you know, the Chinese are working hard to address significant imbalances in their economy. As they try to make as they try to address those imbalances, growth tends to slow, but my working assumption is that they won't allow the economy to grow Too significantly that when push comes to shove, they'll use fiscal monetary stimulus to reflate the economy and that they will hit their growth targets. So just to give you a number, This year, the Chinese growth target is about 7.5%. I expect them to hit that. And over the next several years, which is the horizon that We're considering here.

I think they have the resources, the will and the ability to hit those targets. There's certainly risk around that, but that's my I'm not expecting a whole lot out of the European Union or Japan. All I'm hoping For these economies is that they continue to grow that they avoid recession. Growth will be 1% to 1.5%, Not enough to really bring down unemployment to a significant degree particularly in Europe. But I am expecting the European economy, the Japanese economy to continue to push forward over the next several years.

So you add it all up. It's a global economy that should see some improvement as we make our way to mid decade. Now turning to the United States, just to reinforce my optimism about the U. S. Because this is so important to global economic growth over the next several years.

There's a number of reasons to be optimistic, fading fiscal austerity. I expect more out of the housing market as we move forward. But I think the most important reason for optimism most recently is it feels like American businesses are engaging and beginning to expand more aggressively in their operations that For most of the economic recovery, businesses have been focused on maintaining low cost structures, bringing in costs and maintaining that low cost structure, much more reticent about taking risk and looking for revenue opportunity for growth opportunity. That seems to have changed at least since the beginning of the year and it feels like businesses are now Increasingly focused on how do I grow my business, new products, expanding their footprint. You kind of get a sense of that here.

The green line left hand scale represents the job opening rate. That's the number of open positions that are out there in the labor market as a percent of the labor force. I'm showing you data all the way through July. That's the last data point from the BLS, the Bureau of Labor Statistics. And I'm showing you all the historical data that's available from the BLS.

And you can see the surge in job openings that's taken place since the beginning of the year and now we're back pretty close to pre recession levels. Job openings are a very good leading indicator of hiring. So I would anticipate we're going to see more hiring, more job growth, very positive development. Investment has also picked up. So businesses are not only picking up their hiring, they're also picking up their investment.

That's illustrated by the orange line right hand scale. That's shipments of core capital goods. That's kind of the basic machinery, computer equipment makes the economy tick. And you'll note that that's also picked up since the beginning of the year and we're above pre recession levels. So This is key to the thinking that growth in the United States has jumped from the 2% that has prevailed through most of the recovery to closer to 3% now feels like we're off and running.

Another reason for some optimism more fundamentally is, in my view, the U. S. Has essentially righted the wrongs that were the fodder for the great recession and the weak economic recovery. The U. S.

Economy has de levered. You can see that in the context of household debt. So the For example, household debt service burden, the proportion of after tax income that households must devote to servicing their debt to remain current on it at a record low, at least in the data that we have from the Federal Reserve Board back to 1980. And the banking system, as you can see here, is in Very good shape, very well capitalized. I'm actually very proud of this chart.

So just soak this in for a second. So this is based on a simulation of our U. S. Macro model and I've simulated the model at each point in time assuming that a great recession like downturn occurred at each point in time, same severity, same length as the Great Recession. And based on that simulation determined how much capital the banking system is over or undercapitalized relative to that great resource it's kind of like a CCAR stress test using our macro model.

No surprise if you go back to right before the financial crisis in 2,007,2008, it shows that the system was significantly undercapitalized and at the worst of the undercapitalization, the banks needed about $550,000,000,000 in capital based on my simulation. We had TARP forced the banks to recapitalize about $300,000,000,000 and improvement ever since. And you'll note that in the last quarter, that's Q1 2014, according to simulation, the system is now over capitalized. The banking system, the U. S.

Banking system in contrast to European or other banking systems, which we'll come to in a minute, is very well capitalized. Now one other point to take away from the chart is the trend line. The trend lines are firmly in place and my sense is that a year from now, certainly 2 years from now, the U. S. Banking system will be significantly overcapitalized, overcapitalized.

And actually this will make the system make it difficult for the system to compete with the so called shadow system, the non bank system part of the financial system just because they won't be cost competitive they'll have to hold a lot more capital that will make it very difficult for them to compete. One other reason for optimism, again a fundamental reason is I would argue that American companies are in about as good a financial shape as I've ever seen them. They've done a marvelous job of reducing their cost structures. Profit margins are at record highs. Earnings growth has been very strong.

And the best measure of that is probably unit labor costs. That's labor compensation per unit of output, which is we account for labor compensation and the productivity of the workforce. And if you look economy wide in the U. S, unit labor costs today about where they were 10 years ago. And if you look at manufacturing where the competition is most fierce, Unilever costs today are about where they were 35 years ago.

So American companies I think are very well poised in global competition and that should help to foster continued significant growth. And if you throw in the energy story, it's incredibly compelling and get a real clear sense of that here. This shows the cost of electricity. It's on the X axis, the excuse me, the cost of natural gas. That's the X axis, the horizontal axis that's in 1,000,000 of dollars per 1,000,000 of BTU.

And then if you look at the y axis, the vertical axis that's the cost electricity in dollars per kilowatt hour and showing a number of our competitors in the U. S. The U. S. Is far and away the cheapest source has the cheapest energy across the planet.

Just in contrast, you can take a look at Japan at the other end of the spectrum. That's largely due to the effects of the tsunami and the effect on the nuclear program. This picture is not going to change for a long time. The U. S.

Is in a very enviable position. And if we are actually able to get the natural gas into our transportation network, our trucking system, the benefits to the economy will be quite So broadly speaking, I think we can be optimistic about U. S. Growth prospects and by extension the global economy just because how important the U. S.

Still remains to global economic growth. How are you feeling? This is it. This is the pinnacle. Because now we're going to talk about the risks.

I am an economist. I have 2 hands, right? And so I gave you the one hand, now I'm going to give you on the other hand. There are a lot of risks to this economic outlook. I don't want to bring you down too far.

So I'm going to consider 3 risks to the outlook. The first is interest rates. So if you buy into my story, my narrative, stronger growth, particularly in the U. S. And economy that's moving to full employment over the next 2 to 3 years.

That will mean the Federal Reserve Board will need to tighten monetary policy, long term interest rise. And this is my baseline outlook for monetary policy Fed policy. Very consensus oriented. The Fed begins raising short interest rates by mid next year, June 2015 to be precise, normalizes interest rates over the next 2.5 years, the federal funds rate, which is shown here in the orange line right hand scale, reaches its equilibrium value by the end of 2017, somewhere around 4%. If you told me it was somewhere between 3.5% and 4%, I wouldn't argue with you and then settles in at the equilibrium value.

The 10 year yield, it's not shown in the chart, but let me just articulate that for you. The 10 year bond sitting at 2.5% today, if you told me it was 3.5% by the end of 2015, 4.5%

Speaker 4

by the

Speaker 2

end of 2016 and somewhere between 4.5% and 5% its long run equilibrium value by the end of 2017. That sounds about right to me. That's the baseline forecast. You can see I'm motivating the monetary tightening of monetary policy with a stronger economy and somewhat higher inflation, the core consumer price index is the green line right hand scale and the shaded part of the bar represents inflation that's above the Federal Reserve Board's target as measured by core CPI that's about 2.5%. So You can see that I do expect inflation above target for a period as we move into 2017 later in the decade and that puts an pressure on the Fed to be more aggressive.

Now obviously, the risk here is that interest rates, particularly long rates, rise more quickly than I'm anticipating we got a sense of the possibility of that this time last year when Chairman Bernanke started talking about tapering QE, long term rates John, that did a fair amount of damage, hurt the housing market, growth was impacted. I think the Fed has all the tools that are needed to gracefully raise rates as the economy improves and as we approach full employment. Certainly, have the will to do it, the right person in place to do it. But nonetheless, the risk is there. This is going to be tricky.

The Fed's never gone down this path. We'll have to see how it works out. One other quick point about this though. I think the risks with regard to the interest rate outlook are not completely asymmetric. It is possible With a meaningful probability that particularly long term rates end up being lower than I'm anticipated than I'm anticipating in my baseline.

We've got a good case study of that this year. Long bond came into the year at 3% expectations where that would continue to rise, My expectation is well and here we are sitting at 2.5%. Lots of possible reasons for that that may persist and therefore we could see long term interest rates remain lower. Of course, that may also mean the Fed Reserve will have to be more aggressive in tightening monetary policy to get the same growth trajectory That would mean a flatter yield curve. So nonetheless, key risk is interest rates.

Adding to the concern about rates is adjustments in the emerging markets. As you know, This time last year when long term interest rates, global interest rates jumped, it put a significant amount of pressure on emerging economies with current account deficits. It showed up in the emerging market debt market here. You can see the orange line represents yields on emerging market debt relative to treasuries and you can see how that jumped the spread jumped last year. I'm just showing you The high yield corporate U.

S. High yield corporate treasury spread just for context to give you some context here. Brazil, Indonesia, India, Turkey and South Africa, all emerging economies with large current account deficits. As global interest rates rose, put pressure on capital inflows, their currencies fell in value, generate inflationary pressures, Central banks had to tighten monetary policy. Those economies have slowed quite substantively.

Now in my baseline optimistic world view, I think most of the adjustment to these higher rates has already been baked in. The currencies have adjusted. The central banks have adjusted. So going forward, I don't anticipate that the adjustment will be quite as significant as it has been to date. But obviously a lot of risk around that too.

So the rising rate environment is something that poses a threat to my optimism. A second reason for nervousness around my baseline is Europe. As I articulated, I do expect the European economy to hang tough. I do think policymakers are working hard To keep the economy moving forward, European Central Bank is being quite aggressive and we'll be probably have to announce further actions to stimulate that economy. Fiscal policy has become less austere.

I think that's a positive thing in the near term. So I do expect European economy to hold together and to generate growth and remain out of recession at least over the next several years, again the horizon that I'm considering here. But the risk is that this goes badly astray. And one big test of the European economy is the European stress tests, which are now being completed. We're going to get results of this year's round of stress tests in October.

And this gives you a sense of what to expect. This shows the common Tier 1 equity ratio for the 24 largest banks in Europe. The green bar represents their current capital ratio. The orange bar represents the ratio after applying the stress scenario. This is our estimates of what happens to these top 4 European banks.

The blue line that represents the minimum. So if under the stress scenario, the actually fail. Another dozen or so institutions are very, very close to that blue line. So we'll have to see how this plays out. I actually think it would be quite therapeutic if a number of didn't make it through and were asked to make changes and to recapitalize, I think that would be indicative of a truly stressful stress test.

But we'll have to watch this careful. I think it's a good litmus test for my baseline outlook. Obviously, a lot of risk around this. Finally, one other risk to consider set of risks I should say is geopolitical instability. This is obviously very hard to handicap.

A lot of things going on out there. The mayhem in the Middle East kind of forgot about Iran and its nuclear program, but I'm sure that's going to come back to the fore. Russia, Ukraine, you can see why that's important from this chart. This shows production oil production by country In 2013, Russia is at the top of the list. So obviously, if things go astray in Russia, that's a problem for global energy markets, which is a problem for the global economy in my outlook.

Just looking at Asia, there's if you sit in Asia for any length of time, you get a real sense of a lot of Tension, what's going on in Hong Kong today is just symptomatic of that, a good example of that. So in my optimistic world view, I'm basically putting all those things aside and saying, I don't think they're going to boil over and become macroeconomic events. I think they'll remain manageable. But obviously these things run on their own dynamics and difficult to gauge and thus certainly could go off the rails and derail my optimistic outlook. But I'll end this way, because I don't want to end on a down note.

I will I think it's fair to say that there are risks. They abound. But I've been a professional economist now for 25, 30 years. And I'd have to say The environment feels about as less risky as it has in those 25 or 30 years. There's always risks and there always will be.

It feels like they're just much less threatening today than they have in a long, long time. I think our prospects are quite good. With that, I'll stop. I think we have a few minutes for questions, comments. I see a hand immediately.

Can you wait? I think we have a mic. Yes, we do. The question is right over here. We're doing this because we have a bunch of folks on the web.

There we go.

Speaker 5

Mark, when you talk about sort of slow growth in Europe, can you break that down in terms of Germany, U. K? I mean just some granularity Northern Europe versus Southern Europe. How do you see that playing out over the next couple of What's going to lead it? What's going to be a drag?

Speaker 2

Sure. Well, there's this town in Italy. No. There is a lot of disparity, a lot of variability in performance across Europe. I think the best growth prospects are in The U.

K, Ireland, primarily because the British, Irish have put their banking system, financial system on solid ground pretty quickly much like we did. And I think that's the distinguishing factor here between economies that are recovering quickly and those that are not. Because a sound financial system, particularly in Europe, because the banking mean Europe is much more important. If you don't have a sound banking system, financial system, the credit is not going to flow, credit is not going to flow, you got a problem. That's key to economic growth.

That just drives everything. And so in the case of the U. K. And the Irish, They were much quicker and more diligent to force their banks to recapitalize very similar to the U. S.

Experience. And thus their economies are now more engaged and we're seeing growth. In contrast, if you go into Europe, this is the 3rd stress test the European banks have been engaged in. First 2 were not therapeutic at all. There was nothing therapeutic about them.

After the first one, the Irish banking system went belly up. After the second one, Within the few days, Dexia, the big French Belgian bank went belly up. So obviously, we're not stressful stress test. This one feels much better to me. But I highlighted that because that's the Key.

We'll see what the results look like in a few weeks to get a better gauge of that. Now if you look across Continental Europe in their banking systems and and financial systems more broadly. It feels like to me the Spanish are ahead primarily because they were forced to recapitalize. Their system nearly collapsed back in 2012 and their banking system had to restructure and a lot of capital came in. So they're on much sounder ground and they're more dynamic economy anyway compared to many other European economies.

In contrast, the Italian banking system is well behind and needs to recapitalize. And so that's going to grow more slowly. Obviously, this now leaves Germany and France. Think French prospects are pretty poor. I think they'll be able to navigate through and see some growth.

But they've been very slow to engage in labor market reforms and reforms to the product markets and it's going to be much more difficult for them to grow more quickly. The German economy should be fine and that's how you basically get in a European economy moving forward, right? That's why I expect growth. I mean, it's very that is a very competitive economy, particularly as the euro goes south. We were at 140, we're now at 120, closing in on 125.

You told me a year from now we're at 115, I'd say that sounds about right to me. That makes the German economy ultra competitive. And so I think they'll be able to continue to move forward. And as long as they continue to move forward, the European economy in aggregate will move forward. But a lot of variability across the various countries.

And there is that town in Italy that that's right. Yes, sir. Can you wait? Here we go.

Speaker 6

Okay. Thanks. Mark, could you just give us your on where you think we are in the debt issuance cycle. And you mentioned kind of a general growth outlook of 3.5% for global GDP for kind of 15, 16. Do you think debt issuance will be at or around that level?

Speaker 2

Yes. Ray put up a really nice chart. Remember that chart that says how do we get the growth at Moody's? In the first part of the chart is global GDP of it was like 3% to 4%, I believe. No, it was 2% to 3%.

I can't remember if 2% to 4%. And you'll know my forecast was 3%, right? So Yeah, yeah, there you go. Yeah, so a happy coincidence. And then there's a piece for disintermediate pricing, so inflation and then a piece for disintermediation and then because we're very good at what we do, a piece of growth for that.

So I think that's roughly right. And from my perspective, it feels roughly right to me. So you get 2% to 4% global growth, say 3% is down the middle of the distribution and you get 2% to 3% you get a couple of 3% for global inflation And our pricing is probably 3% to 4%. And then you throw in the piece related remediation, which is what you're asking 2% to 3%. That sounds exactly right to me.

And it goes back in the United States in the context of happening to the U. S. Banking system, I'll just use that as a good example. If the system is going from being appropriately capitalized today, which will almost And definitely be over capitalized 1, 2, 3 years down the road. That's going to make the banking system Uncompetitive.

It's just not going to be able to compete. And you can already see that and I'm just using this as a case study in the residential mortgage I mean the large U. S. Banks are exiting the mortgage business, not doing as much FHA lending, GSE lending, Because the capital there are lots of reasons why obviously, but one of the reasons is capital and the cost of capital relative to non bank. So a lot of the origination business is moving from these big banks that dominated the mortgage market 5, 6 years ago to non banks, institutions you don't even know who they are.

They're just popping up everywhere. And that's symptomatic of that process of disintermediation. And that's happening here in the United States. That definitely is going to happen in Europe too almost by fiat, right, because European Central Bank has now made it a priority to develop the non bank part of the system, the asset backed securities market, the covered bond market, those kinds of things. So I think that's in terms of where we are in this credit cycle and this process of disintermediation, I think we're still in early days.

There's a long way to run here, think so.

Speaker 7

Mark, two quick questions if I could. 1, what's your updated thoughts on the U. S. Budget deficit? And also with $15 plus 1,000,000,000,000 absolute federal debt that's 0.1.

0.2 to follow on to Bill's question. Your interest rate outlook for the U. S. 10 year rate the next 3 years or so. Do you think it all that plays out that way that will upset the Apple Card at all on the debt issuance front for corporates and financials in this country?

Thank you.

Speaker 2

To the first question about the fiscal outlook, I think I'll say 2 quick things. First is, I think lawmakers Congress, the administration have done the minimum they need to do with regard to tax and spending policy to stabilize the fiscal situation over the next 3 to 5 years my horizon for this discussion. So the deficit is going to come settle in around 2.5%, 3% of GDP. That means the nation's debt to GDP ratio will stabilize at a high level, but it will stabilize around 75%. So that means From my perspective, Washington will not be on the front pages.

We're not going to see the kind of battles we've been seeing because the fiscal situation is stable. The second thing I'd quickly say is, we've not solved our long term fiscal problems, right? So if you look out into the next decade, under prudent assumptions about the growth in healthcare demand and more importantly the cost of healthcare, The Medicare, Medicaid programs are going to grow and it's going to swamp us. So we're going to have to take another crack at healthcare reform and our fiscal issues. But that's just not going to happen between now and the end of the decade.

That's something for the next decade. We've done just enough to stabilize things and get it out of the way, so we can let the private economy to shine through. And that's basically what I'm arguing here. In terms of interest rates and its impact on debt markets, my thinking is my view is that Essentially, the Federal Reserve can engineer both short term and long term interest rates higher consistent with an improvement in the economy. So as we get more growth, we get more jobs, we get more investment, we get declining unemployment as we push full employment, the Fed allows interest rates to rise.

So what that means is the better economy broadly defined We'll trump the ill effects of the higher interest rates and we'll be fine. We'll get the kind of growth outlook that I'm anticipating And the impact on debt markets will be modest. The stronger growth will again trump the higher rates in terms of its impact on issuance and we'll be golden, we'll be good. On that happy note, I've taken my time. I appreciate Great questions.

And I'm now going to turn the podium over to Michelle and to Tom. Yes, great. Thank you.

Speaker 4

Thank you, Mark. Good morning, everyone. I think the session we just had provide a very helpful background to my own comments and you'll find a lot of touch points between what Marc just covered and what I would be covering. My message today I really sent on 3 points and they relate to the confidence we have about the business, the growth opportunities we see and The importance of execution is something that Ray mentioned earlier. Why are we confident?

1, because the credit and economic cycle are supportive to our business And Marc made some of these comments before. We have a good business momentum and this momentum is underpinned by robust and resilient growth drivers. And we expect that the impact of the normalization of the U. S. Monetary conditions that And then the scenario that Mark just described earlier will be manageable for MIS.

My second message today is that we are seeing significant growth opportunities in our business and our portfolio of activities. And accordingly, we continue to step up our origination capabilities, our execution capabilities and our footprint accordingly. And the 3rd point I want to make today is that, we continue to successfully execute our business strategy and That strategy is redesigned 1, to strengthen our core business operation and 2, to invest in the long term growth of the business. Tom Keller will join me in a few minutes and will provide a more direct spotlight on developing markets and what do we do in those markets. But before that, I want to go back to the environment we are operating in.

As I think you did get from Mark's comments, we believe that the environment for Moody's has actually improved over the last And this improvement is really driven by several factors. The first is the fact that we have a slow, but gradual recovery of global economies developed economies and with the U. S. Leading the way. And the U.

S. As Marc alluded to as is really also impacting economies outside of this region. 2nd, we're seeing more an extension actually of the duration and a slower pace of transformation of the accommodative monetary policies and that's positive for activities. We also see a diminished tail risk in Europe following the ECB intervention over the last year and the messaging we did get recently around quantitative easing or the potential for And 4, we see also an increasing demand of complex and higher yielding assets, which is also favorable to our activities. And you see that in the growth of new capital instruments for financial institutions for example, but also you that in the level of activities we have in asset classes such as speculative grade bonds and loans or CLOs for Now as Marc said, I also have 2 hands and we have the plus and the minuses and we have some sources of volatility and vulnerability.

And the first is obviously the impact that a lifting of the QA will have On emerging markets and the more risky asset classes, another is the fact that There is a downside risk to the baseline scenario Europe is having today of fragile and recovery. And Part of the reason for the recent action of the ECB are directly addressing actually this risk. And third, also something that Marc mentioned are the importance of the geopolitical risk we see in Eastern Europe and the Middle East. And probably for us, Eastern Europe is the area that is the one we'd be the most focused on at least in the short term. But I think it's what is important to note is despite those risks, we believe that the impact of a downside scenario and the timing of severity and the timeline of such scenario has somehow receded.

This the chart you have in front of you at the moment really position our activities along basically 4 quadrants of the credit cycle slowdown repair, recovery and expansion. And what you see on this chart is that the vast majority of our activities by revenue are actually positioned on the 2 quadrants expansion and recovery where we expect to see credit expansion effectively, which is obviously a favorable position. I would also note that we do see high volume activities in the other quadrants and this is largely driven by factors that are not cyclical, but are more structural in terms of the evolution of these credit markets. 2 other points I would like to make. The first is that we are operating today in a more stable and predictable regulatory environment.

We have had the final ratings on Doss Frank. The provisions that were finally implemented are very close to what we had already put in place. And again, in Europe, we are basically past the stage of rule making and we have also implemented the new the features of the new regulations. This is a window of stability. Things may change.

We have to be ready for that. But in interim, I think we are coping with additional measures that come from rulemaking or the examinations, we are subject to other things that lead us to introduce change in our business processes. But those are really minimum in relation to what we've experienced before. And again, this is an important point to note. The second relates to the competitive landscape.

And here I would point out that the situation today is actually very close to the one we are observing over the last year or so. And so no change to report here. Now a good question to ask is relates to issuance volumes and whether or not the current level of activities we have today is sustainable. And the chart you have in front of you here is making trying to address this question. And what you see you basically have 3 lines to look at.

1 blue line reflects the actually The historical peak of issuance we have seen in each of these asset classes. The yellow or orange line refers to The level of activity we've seen over the last 12 months trailing 12 months and the Green activity relates to the average for the last 3 years. And the distance between each of these three points is give you a gauge of the level of activities we have. And what you see here is that we have 3 segments where that are actually large and meaningful that are currently at a high watermark. This is U.

S. Investment grade, U. S. Infrastructure finance and EMEA high yield. You also see on this chart that in investment grade in EMEA, we are still and infrastructure, we're still far from the peak.

And you see that in Structural Finance, we actually have plenty of room to grow to get back to volumes we had experienced historically. Now The question is really are we or should we be concerned by those high watermarks? And again, the point I'd like to make here is that We are obviously, we are paying a lot of attention to that. But there are a number of factors that need to be considered to in making that assessment. First is that we have a gradual recovery in the economies of a number of countries where a lot of activities is taking place.

2 is that we do not expect rapid migration from a low interest environment for a number of reasons that we have mentioned before. The sort of the lower tail risk in Europe is also an important consideration. The pursuit of this intermediation, which I will address later, contributes also to this comfort. And finally, the fact that we see a sustainable demand for a complex and IO yielding instrument in the context of low rates also contribute to our assessment of the situation. Moving to MIS revenue growth.

In this context, we continue to deliver strong revenue growth. For 2014, our guidance suggests that We will be crossing the €2,200,000,000 mark, which is an increase of about €1,000,000,000 from the revenues we had at the low point in 2,008. The mix what about the mix of our revenues? About half of our revenues today are coming from is derived from of non financial corporates. And the balance is really spread almost evenly across the three other lines of business.

International versus domestic, we are offering around 40% for international revenues today. Part of that is due to the strength of our U. S. Business obviously. And overall, we don't expect really a strong shift from those numbers in the short term.

This is a slide you've seen before. You should be familiar with it. It was in last year's presentation. I think here the key points to make is simply that the 2 higher growth the blue segment and the medium growth segment actually larger this year than last year. And this is really due to different factors.

But overall, we now have a portfolio whose mix is oriented to higher growth. I want to now really discuss briefly 3 important They are low and we expect them to stay low over the medium term. Just a point of reference, we expect U. S. Speculative grade default rates to increase moderately from 2.5% to 2.9% within the next 12 months.

Just again, the peak we saw end of 2019 was 15%. And we've seen some firm a lower level of default now for several years. And I think again Mark made some comments about the strength of balance sheet in the U. S. And that comment actually applied to many of the regions where we're operating today.

Now interest rates, it's a year ago, it was all of us were thinking about The summer the events of the summer and the prospect for a more rapid increase in rate and the implication for issuance. This is obviously, it continues to be a relevant consideration. But I think there are 2 notable difference actually from where we were a year ago that result in the impact of such increase being pushed out and actually a slowing down of the pace of change to be expected. I think it's very clear today that The priorities and concern about growth and sustainable growth is taking a clear precedent over the urgency to address to change the rate environment. And I think Mark made a number of comments on that.

And the and that's true for the U. S. But if you look at the situation in Europe also, obviously, an important market for us, you can see that the EU is very now much closer to a QE program and has made very strong statement about its intention to continue to maintain very low rates for an extended period of time. Now we all expect at some point to see an environment of higher rates and lower liquidity. But I think we also expect that to happen in an environment where the economic conditions will be improved and will mitigate effectively the impact of rising rates.

Now a point to make is that as the U. S. Yield rise, we should that the appetite for riskier assets will diminish and the impact will be on emerging market debt and also on some of the most riskier assets we're seeing today. And we should expect some dampening of the demand for such assets. To be clear, we do expect therefore that this transition will have some impact on the growth efficiency volume From the unwinding of QE.

And again, the impact will be mostly centered on non financial corporates and with a focus on speculative grade and emerging market debt. Turning to A second factor that continues to underpin our confidence over and that relates to disintermediation. In the EU, the share of bonds as a proportion of total financing of corporate debt continue to progress. And the chart here illustrates that the adverse trends we see between bonds and bank debt in term of expansion and contraction. Just to give you a point of reference today, when we look at the universe of speculative grade issues we have in Europe.

Banks are providing about 40% of the financing of these companies. 60% is provided by the bond market. So and this type of mix is also one you find with very large corporate. So what you see really is an expansion, which it does not translate into the stock figures You see here in term of ratio of bond over total debt, but that trend is happening and it's happening very visibly. Now this is a long term development.

This is not something that is happening overnight. If just to step back, the divergence between the financing structure of the U. S. The economy in Europe economy started 50 years ago. 50 years ago, they were more or less at the same level.

Then we had a divergence with The U. S. Relying increasingly heavily very, very heavily on the public debt market and Europe staying really very close to its bank as a source of funding. 15 years ago that trend has been reversed. But Obviously, this is something that takes time.

We expect that as the economy in Europe improves, because of the situation of the banking system, as a point that Marc made earlier, bond markets will continue to will be a privilege as a sort of financing. And we see actually a lot of policy initiative at the moment being made by policymakers in Europe to facilitate the development of the bond market. Now the 3rd element of the source of confidence relates to the maturity structure of the debt free rate. And here 3 observations. One is what you see here the green chart here shows you that We have a fairly sort of a well spread level of maturities when it comes to investment grade insurance.

We have strong peaks in front of us in term of refinancing for spec grade bonds and loans and that's obviously more important in the U. S. And a point I'd also like to draw your attention to is that despite the level of refinancing we've seen over the last several years. The actual when we look at the volume of debt to be refinanced over the next 4 years in the U. S.

That volume has increased by 13%. So you would expect that you do not expect that figures when you Look at what has happened, but that's what we're seeing. In Europe, by contrast, what we've seen actually is that The volume of debt to be refinanced has contracted by 1%, but still at a comfortable level. Now I want to say a word about Structured Finance. First, I think from the chart I Showed earlier, you could see that the volume of issuance we're seeing is still very far from sort of historical benchmarks and the peak coefficients we saw earlier.

But we are seeing growth. And you could see that by comparing actually the last 12 months to the last 3 years. And that's happening across all asset classes. Obviously, there is one exception U. S.

RMBS. There as you know, the wildcard is really the reform that may or will take place in that space. We don't expect that to be happening in very short term. So we expect that asset class to remain very, very subdued in terms of activity. The second point I'd like to make is the asset classes where historically we have had very strong position outperforming very well.

Those are CMBS and CLOs. And we are also benefiting from the improved economic environment and through the growth of the ABS market basically. In Europe, there's been a lot of discussion by policymakers to about measures that can be taken to restore functioning market for certain finance securities. There are several objectives in mind. Some are about credit expansion and providing avenues for funding for corporates large and small in Europe.

The other is also related to the asset purchase programs that the ECB is contemplating. And there you will there will be some announcement very shortly by ECB about plans around the ACV purchase programs ABS purchase programs. So all of that continues to support our commitment position this business for success and we're continuing to invest in a number of ways financially and non financially to make it successful. A few words about our coverage in this segment. As it stands today, we our volume of Coverage is a concept that relates to market share for many of you.

As it stands today, the volume of U. S. Backed In ABS in the U. S, we are in the low 60s in terms of coverage and our coverage continue to improve. On the other hand, we have leading positions in other asset classes such as real estates, CLOs, copper bonds and we are leading in Europe in term of coverage.

That said, I think it's clear to all of us that Structural Finance remains a challenging market for us. We have increased competition. We have rotation by issuers. We have some cases the lack of real money investors and all of that make it obviously challenging. But the message I want to leave with you is that We are executing our strategy with discipline and this strategy is delivering results through improved analytics, improve engagement and improve financial performance for that line of business.

A year ago, Rod Faber, who works with us and is responsible for commercial and strategy within MIS presented growth channels, capabilities and results at MIS. And Rob is actually on his way back from Asia and not be here with us today. But so I'll try to build on his comments and really stress the importance of the work this group is doing to drive our customer engagement in support of growth. And that's this be providing actually a good segue into the comments that Tom would be making in a few minutes. We have a group of 140 We are devoted to relationship management functions in the organization.

We have this group across 22 countries. And really their mission is centered around 3 things. 1 is to for new business development 2 is really around account management and the third is focusing on new product development. And I've just returned from Asia actually where we had a management a regional management meeting. And I want to use that region to give you an illustration of some of the dynamics that are taking place in that group.

In Asia, our headcounts for the Commercial Group increased by 50% over the last 3 years. The number of companies we're touching every year has increased has tripled. And we now have a program of reaching out to about 1,000 companies in Asia annually. And then in terms of new mandates, the volume of new mandates has increased by 50%. That's what this group is delivering and that's why we believe that it's very important that we continue to develop their capacity and their footprint in order to generate that level of growth.

Now in order to do that, we need to obviously be able to create value and I'll come back to that in a minute. But before that, I want to share with you 2 things that I think make this International operation is partially valuable. And the 2 things are 1 that We see obviously a lot of new mandates. I just alluded to that. But also importantly that the actual there's a significant potential In terms of the differential between the revenue we're generating from the debt we rate in those countries compared to what we are generating in the U.

S, U. S. The U. S. Being forest for our benchmark.

What you see on this chart is our revenue For $1,000,000 of debt outstanding in the U. S. Is about $34 In Asia, it's about $6 Our goal is obviously to see convergence with these two numbers. It won't happen overnight. It's a long term play.

But you can see here that If you combine that with the growth potential in terms of volume, this is something that offers a significant Now as I said, in order to do that, we need to be able to create value and to the investors and issuers and all the users of our ratings. We obviously are very focused on that. I think there was I'm sure you may have read some research from FBR Capital. It was really comparing the cost of a rating fee an average rating fee of 6 basis points to 30 basis points differential between the yield on the rated and unrated securities. And we want to make sure that, That value remains or is expanded and we are very engaged through a number of initiatives to create that further value in monetary and non monetary aspects.

And I think we are getting significant traction and some of the awards that Ray alluded to earlier today are a good sign of that. Now to summarize, What I've been discussing today is really the confidence we have in our future is the opportunities we have in our portfolio. And the third point I wanted to make is really was around a successful execution of our strategy that you can see through today our financial and the quality of our execution. Now with that, I want to turn to Tom, who is going to discuss what we're doing in the international space.

Speaker 8

Okay. Thank you, Michelle, and good morning, everyone. I'm here with 3 messages to spotlight on the developing markets. First, we are doing very well in all the large domestic markets. 2nd, we have developed robust plans to enter new developing markets.

And third, we have the organizational capability in place to execute well everywhere we are. So we can start by taking a look at our extensive global network. We have a strong global footprint providing ratings in over 120 countries. Also, we have offices in 22 countries around the world and have additional coverage of domestic markets through 7 affiliate relationships in key markets including India and China. And 3rd, in India, We recently increased our stake in ICRA, a leading domestic credit rating agency.

As you can see, We've had strong revenue growth from developing markets. Since 2,008, developing markets have delivered a CAGR in the high teens. Also over the past few years growth has been very good particularly strong in developing countries in Asia and Latin America. And on top of this, which is not on the slide, we have additional revenue from our affiliates in Korea, India and China, which is substantial. Now let's take a few minutes to review how we're deepening MIS participation in developing markets.

Emerging markets offer substantial opportunities for continued growth. A personal example, when I moved to Hong Kong in 2,002, we had about 40 people in that office. Today, we have about 300. So that's an increase of some 700%. Emerging markets have strong forecasted GDP growth and significant financing needs as illustrated by the rapid credit expansion observed over the past 5 years.

And traditionally banks have provided most of the financing, but as the savings trade and investment flows grow, We typically see the share of cross border bonds gradually increasing in domestic and cross border financings. So consequently, we expect domestic bond markets and companies accessing cross border markets to continue to grow substantially in these regions. In the newer domestic markets ASEAN in particular, we have a window of growth opportunity in the next several years that we need to move through. So we'll be able to take advantage of the future growth. We are positioning MIS to take advantage of the long term shift in economic power of these developing markets.

In these markets, there are 2 distinct segments. One is the global cross border market. The other is the domestic market. Global cross border markets are defined as when a debt security is sold in one of the global financial centers to investors located either in that market or another market. Domestic markets are defined as where the debt security is sold in local currency to mostly local investors.

The key is that these investors in these markets will also migrate from the domestic market to the cross border markets as they grow. And all of this is why we need to begin our relationships early in these markets. We have identified 3 major areas of investment. And these are critical markets in which we have 1st is that area of significant investment. These are critical markets in which we have a strong presence and we will continue to execute successfully.

For example, take India and China. In these countries where we have already made significant investments in affiliates in order to position MIS for potentially very large domestic markets. 2nd, enhancing the footprint. These are countries and regions where we have existing presence and are actively evaluating tactical expansion opportunities. These include countries in Central and Eastern Europe, Latin America and the Middle East.

And third, early stage, These are regions ASEAN and Africa where we have strategies to establish our presence now, so we can capitalize on future growth. Let me summarize our strategy. We want to focus on areas with significant growth potential for MIS. 1st, in cross border markets, we will take actions to continue to strengthen our position. 2nd, in domestic markets, We're increasing our activity by establishing new offices or working through affiliates.

And third, we're becoming more local. I should point out that the engagement model with key market participants and policymakers is different than in cross border markets. In particular, since the use of ratings in domestic markets is relatively new, There is much more educational and foundation work to do. For example, we have to explain what a rating is and how our methodologies work. In addition, our corporate activity must ensure that we have the right management and control structure in place to manage risk in these remote domestic operations.

Now let's turn to India and IPCRA. In June, we acquired an additional stake in ICRA, which is a domestic rating agency in India. This investment took us to a majority position and is key component of our international strategy. We're very excited about this completing this acquisition because ICRA has a very good reputation for ratings quality and service. ICRA is currently the 3rd rated player in the market behind CRISIL, which is an S and P affiliate and CARE, which is a local credit rating agency.

We are currently conducting an extensive strategic and operational review with the management team there to maximize our opportunity. And like other developing countries, India's credit rating market has been driven by regulation. Finally, let's turn to China and what we're doing with our domestic market and cross border strategies. In China, we participate in the market in 2 ways. One is directly through offices in Beijing, Shanghai and Hong Kong and this is how we serve the cross border market issuing ratings out of Hong Kong.

The other is through CCXI, which is our affiliate in China, who issues domestic ratings and where we have a 49% stake. It's important to note that MIS has the number one position in the cross border market and that CCXI has the number one position in the domestic market. In addition, MIS has expanded our China business development team and opened a second office in Shanghai. And finally, we built a dedicated research team to support our outreach to new issuers. Overall, the Chinese market continues to grow substantially And there still is a significant disintermediation opportunity because outstanding corporate bonds are approximately 15% of GDP.

We believe there is very good growth potential for fixed income markets. So to summarize, First, although developing markets are volatile compared to developed markets, we are very well positioned to capitalize on the long term growth opportunity in these important markets. 2nd, we've had strong revenue growth in developing markets and fully expect that to continue. 3rd, we believe the power of economic growth and disintermediation will continue to offer good growth opportunity. And finally, it's a very exciting time to work in rapidly growing large developing markets as well as to increase our growth in the smaller developing markets.

So thank you. And I'll now turn it back to Michelle for closing remarks.

Speaker 4

Thank you, Tom. Just to close this session, I just want to again stress that MIS has An experienced management team, strong, has delivered and is executing well on the strategy we have assigned. We are very focused on Being disciplined in our execution to the point Ray made earlier, we also are very focused on our position in developed market as well as the opportunities that Tom mentioned earlier. So we have a strategy that has been validated by our strong performance. We have a franchise that is robust.

And really we are very confident in the long term opportunity and that's the message we want to leave with you today. So with that, I think we have some time for questions. Sally, I don't know how much

Speaker 1

Thank you, Michelle and Tom. Just a few reminders, if you could raise your hand if you have a question and then wait for the microphone, so that we can allow our webcast viewers to also hear the questions. I'll start right back there in the back of the room.

Speaker 9

Thanks. Earlier in the presentation you talked about The growing economy offsetting rising interest rates and then I see this chart where it seems like there's a direct inverse correlation between interest rates and debt issuance. Could you just kind of connect the disconnect if that makes sense?

Speaker 4

There is no there is we've been discussing at length the impact of rates and increasing rates and volume of issuance. I think the point we're trying to make here is that raising rates in the absence of economic growth is actually will be a negative factor for issuance activities. No. And we've seen although you've seen historically that That impact varies. We've seen periods where pricing rates did not translate into increased into lower issuance.

We've seen situations where the impact was actually differentiated between investment grade and spread grade issuance. And I think we covered that last year in our presentation. I would refer you to that if that's helpful. So the point we're trying to make here is that and that's the difference with where we were last year is that we see this year the increased rate environment shaking hands somehow with basically an improved economic environment, which is conducive to higher level of issuance. The point that both Mark and I think Ray made earlier when relating GDP growth to issuance volume.

Speaker 9

Okay, great. And then one other. The slide a couple of slides after about the debt maturities providing a tailwind, does that move the needle? I just don't know how big of a percent of the business that is? Is that a big deal or is that just

Speaker 4

But refinancing is an important factor and provides I would say a bench basically to tuition. So for us it's to have a level of refinancing activities prospectively It's an important consideration, yes.

Speaker 1

Okay. We'll go over here to Manav.

Speaker 10

Thank you. Just on the structured finance category, in the U. S, it seems like if you leave RMBS aside, it's been sort of slow and steady. And I don't think anyone expects it to get back to the pre crisis levels. But what needs to happen if anything to get that growth rate to move up a little higher, just comments around regulation of the business market.

And just related to that, do you see any risk with Everyone talking about the auto loan market maybe at above all student loan those kind of things anything there that we should be looking out for?

Speaker 4

Again, I'll go back to the comment I made earlier. I think a good and improving economic environment is what will be supportive to these activities in the segment. I think that's what we're looking for. There is clearly You have some asset classes some segments of circuit finance where there are signs of overeating or sort of and you mentioned So Primotor loans is one of them. And so obviously we are they are very small in relation to overall opportunity.

But again, I think for us the key underpinning factor of the growth of this segment will be an improved economic environment. And ABS is really where we would see that the most delivering the most results basically.

Speaker 10

Okay. And then just one more quick one. In one of the slides you had global rollout of the new private rating products. Can you maybe just help us frame the size today and the opportunity there?

Speaker 4

I don't think we disclosed actually the actual and I refer you to Sally on the actual number, but it remains a smaller number in relation to the overall activities the public ratings. But we do see that as an element of growth. There's a lot of demand actually through either the use of private placements or through different instruments that are being issued that are effectively using non public ratings where we see an opportunity. And it's true actually in every market. In Asia where we were last week for example, we there is an

Speaker 11

increased use of private placements by

Speaker 4

and based on by and based on reverse inquiries for large corporates and private ratings are an area where this this scenario where prior ratings could be helpful in the short term. So it's not going to supplant Alphabet ratings obviously, but this is a nice addition to our suite of products.

Speaker 1

I think last year we actually did enumerate the new products as a total set. And it's relatively small, but as Michelle said exciting new opportunities and good growth there generally. Just one note before we gather any more questions. If you could keep your question to 1 and then we'll come back around again if we have more time. Thanks.

I will go up here to Peter. Sorry, Peter.

Speaker 12

So this is one question with 2 parts. And that is that. Michelle, you mentioned dampening effect in demand for speculative grade skirts. It really feels bubble like in the high yield market. I'm wondering your opinion on that and implications for growth out of high yield over the next couple of years if we get normalization in that market.

And then the quasi related question is in the structured finance market, It definitely feels like there's a lot more competition than there has been historically. And I'm wondering how that impacts your view of pricing and profitability in that market? Thank you.

Speaker 9

Thank you.

Speaker 4

On the spec grade market, I think you saw on the sort of We have a high level of elevated activity at the moment. I think it's also fair to say that Some of the credit characteristics we see around the issuance that are taking place, whether it's about the covenant structure we see or the actual rate the sort of rating level we these bonds are issued at. There is we are trending down in term of the risk curve basically. So the Just a different way to say it. Issuance today is riskier than more broadly than it has been historically at least than it was a year ago.

This is a trend we see not only in the U. S, but also we see in Europe. And now This is not new. This is not the real question for us is that, is there room for further growth in this market. And again, I would go back to the point that if I take Europe for example, we see growth because we see more and more issuers exceeding the bond market to be financed.

Now they are financing with terms and conditions that maybe more lenient because of the rate environment and the appetite for yield. But fundamentally, this is driven by a need for these companies access financing and the bond market is delivering that. And again similarly in the U. S, I think going back to the underlying economic growth and level of economic activity we see in this country. We continue to believe that to the extent that there is growth that market will be able to be supported.

Now as I mentioned to you, we also note that this is the market segment that is the most exposed to a correction in a situation of increased rates. We know that. But again, we believe that can be mitigated by a favorable economic environment. Now I should go to your second question, which related to Struct Finance. We have the I think for us the question is really centered around in terms of the competitive landscape is really around the importance of an active investor base and a real investor base.

And we believe that in situations where we have a real investor base and we have products that are and debt that is being issued to end up in portfolios by asset managers that are and not end up in central banks for repo transaction or asset purchase program, we are able to actually maintain the sound economics in our activities despite that competition level. If we have and I want the in Europe for example when we've seen most of the activities being driven by central bank programs or We see a commoditization in the use of ratings and there the economics are more challenging basically. But that's something that is very specific to some situations such as the one we

Speaker 13

have in Europe at the moment.

Speaker 1

All right.

Speaker 14

Thank you. The revenue per debt issuance is quite striking the 34 in U. S, 18 in Europe, 6 in Asia. I mean that must be made up of different level of coverage, different amount you can charge and the share of the economics you actually have where you don't own 100%. Can you try and explain which of these factors drive this 34% to 18% to 6%?

Speaker 4

Sorry, I missed the first part of your question.

Speaker 11

Can you

Speaker 14

You have this different you have the chart with a different level of revenue relative to the debt issuance €34,000,000 against €18,000,000 Presumably that's made up the differences are made up of different levels of coverage or share or whatever you want to call it, a different amount you can actually charge and a different level of the economics you actually have by not owning the whole company. So can you talk us through which of these factors are driving this 34, 18 and 6.

Speaker 4

Right. The issue is not a matter of necessarily of coverage. It's actually I think it's really linked to the level of maturity of those markets and the complexity of the products that are being graded and really the level of maturity we have we're seeing in those markets. Again, if I contrast Asia today, Asia today and sort of developing Asia for example is a market where Effectively, there is less differentiation between the supplier of Readings than we have in the U. S.

And this is due to and maybe Tom you may want to comment on that. This is due to the history of the development of ratings, how they're being used, the lack of developed investor base. A number of these ratings are used in context of regulatory as a regulatory use. And that has an impact on the economics effectively of these activities. The sweet spot for us is to be in a developed market with activities that are really driven by and value that is driven by a very strong investor base that favor the use of Moody's rating.

I mean that's where we want to be. And we are not all markets have not reached that level of development.

Speaker 8

Yes. I think that I mean that covers it. Yes, the investor Demand is an important feature.

Speaker 1

We have time for a few more here. So maybe we'll go in front to Rishi.

Speaker 15

Thank you. I had a question on the topic of European disintermediation, which all of you have touched upon in all the presentations this morning. So, the slide you presented showed that the share of the corporate bonds in Europe went from about 9% to 11% as a percentage of total debt over the last 8 years from 2006 to 2014. That does not suggest given all the challenges the European banks have been facing deleveraging that the movement to corporate bond issuance is very rapid. It's just a rather slow glacial pace of disintermediation.

So what do you think is going to change? Do you see that Accelerating? If so, what are the factors that are going to cause that? And how do you then compare the relative size of the disintermediation market in Europe relative to the emerging market growth opportunity, if you could just touch upon those 2?

Speaker 4

Well, first I would say that the numbers you've seen here are stock numbers. So and they cover Basically a wide range. They're all non financial corporate. So they cover basically from the moment part SME to the very large corporate group. So the numbers are actually very much differentiated when you look at the different strategies of non financial corporates.

And when you look at the very last non financial corporates, you numbers that are very close or even higher sometimes than the numbers you see in the U. S. So I think this chart is to some extent misleading. The fact that it's a slow process, it is a slow process. It's something that I've started as I said 15 years ago, but it's a process that is constant and gradual.

As I say, we should not expect to see a big breakup and sudden transformation. But what we see is that In terms of new financing that goes to these institution to these non financial corporates, the bond market is an increasing share. And The other thing you saw on that chart is the fact that the bond market has shown positive growth year in a quarter on year after year versus the bond market we see the construction of So I think to your point, the direction is there. It's a gradual phenomenon. But we also see that in segments that are very important to us, which are large corporate groups, speculative grave issuers, there this intimidation is taking place.

We're not addressing today the SME market. There is no today capital market solution to the SME markets in Europe. There will be at some point. Possibly the ECB and others are really trying to make that happen. Today, it's a very small market.

To some extent what to provide a clear picture of what happened, we should really break down by layers of size what is happening in chemical disintermediation. And there you will see what's going on. I provided a data point, which is we For the specular issues we're rating, bonds are 60% of their financing today and the banks are only providing 40%. That's a meaningful number. You had a second one, I may add.

Speaker 15

Which was how does that compare? How does the European business communication opportunity compare to the emerging growth opportunities in India, China?

Speaker 4

Well, the bond market in China and India are probably at the same level. It's about between 10% and 15%. I think it's

Speaker 8

about 11% for It's a little behind in terms of the activity we've seen. The flow is quite good. The teams are very busy. I agree with the point about the stock. The other thing I'd add is for infrastructure finance in particular, the long dated maturities that the bond market offers are very attractive to those matching the asset class.

So that's another think that helps

Speaker 4

us. Well, the BIA has published some data over the summer you may want to look at. And it was interesting because the actual If you look at emerging markets, the banks have been financing very heavily. I mean, there's a lot of The banks are actually by contrast to what we see in developed market, banks have been extremely aggressive in providing lending to in emerging markets. And but again, we don't need to rate every we don't need to have the bond market to be providing all of the funding to the economy to be a successful company.

I think we the trends we're seeing are providing growth as

Speaker 1

Great. We're going to go to the back of the room here because I know you've had your hand up.

Speaker 11

Constraints in China because of nationalistic kind of stuff establishing. Okay. Here we go. Now I'm on. By the way, I am very disappointed.

I remember a couple of years ago, you guys had a beautiful leather thing for the conference. So I'm a little disappointed in that, but I'm just anyway

Speaker 4

That's you should speak to Linda And discipline in managing our cost.

Speaker 11

That was 2010 with the Moody's embossed leather thing that I received, which I love. Anyway, Do you see any constraints in places like China in terms of nationalistic sort of regulatory stuff in terms of establishing your position over the long term?

Speaker 8

Sure. There's two points. The cross border market, we serve out of our Hong Kong office with the local offices mainland that I mentioned before. And that's really unconstrained. In the domestic market, we have a 49% share in CCXI, the largest rating agency.

And by law today, that's the limit. And as things might change in the future, liberalization, opening the economy, but we're very happy to own effectively half of the largest Chinese domestic rating agency and things that position us very well. And that combination lets us get introduced to companies on the mainland early that our business development team gets to talk to and then provide a pipeline to the cross border market.

Speaker 1

I think we have time for maybe 2 more. Phil, go ahead. Alex, I'll get you.

Speaker 6

On China, you mentioned you have 90% of the cross border market Through CCXI, what is your domestic market share? And then I guess also on China, just looking at that slide 52, it looks like you had a bit of leveling off in domestic corporate bonds as a percent of GDP. Do you see anything ahead that could produce A change in that trend of reacceleration.

Speaker 7

Do you want to take it?

Speaker 8

Sure. It's the shares in the cross border market, I believe, for MIS What's the first question?

Speaker 6

No. You mentioned 90% cross border share. So I was wondering

Speaker 9

if you look at CCXI,

Speaker 6

What is their share of the domestic bond market in China?

Speaker 8

Yes. So there are a number of Chinese domestic rating agencies, the top 3 or 4 have begun to share more equally in that pie. Do we is it can we talk about roughly what that is, Cher? Yes. So it's in the high 30s 40%.

Speaker 4

But CCXI does not operate cross border, purely domestic. So all And the 90% we were discussing, those are MIS.

Speaker 8

MIS cross border rating coverage. And technically, we do not issue domestic ratings, MIS. Our affiliate does that. We expect the long term it will continue to rise. And it will slow and level off and go up again and we've seen the markets go down from time to time.

We think the long term trend is positive.

Speaker 4

But domestic issuance in China is really policy driven as And so we this is really linked to the role that the And Chinese government wants to give the bond markets versus the bank market. This is not something that is market driven or something we can really influence.

Speaker 1

Okay. We'll move on to Alex.

Speaker 9

I guess I'll take the last one. I just want to come back to structured for 1 minute. I think there's been other questions. But you pointed out the European, I guess, change in thinking from the policymakers. Can you talk about that a little bit more in terms of what your expectations are?

But specifically, How quickly you think some of these changes could play out? I mean, is this a long term story? Or is this something that could actually move the needle a lot given what they're trying to do in and so forth and then how meaningful that could be?

Speaker 4

Well, I think there's a number of dimensions to this question. First, If we talk let's talk briefly about the asset purchase program that will be taking place shortly. We don't have the detail at this stage. They will be communicated. The question would be whether or not these purchases are focused on existing issuance that are in the market or retained by the banks or whether or not they will be designed to foster new issuance.

Depending on that you will have different type of implications. In term of the restart of securitization in Europe, I think what has happened class very vocal. Some of the countries in particular Germany and France were leading the way. Tone has changed, But that's not going to make the market work or make issuance and grow. Cover bond market is doing well.

We have seen a lot of activities. We have a lot of we have a strong position in that market. The question really is around other ABS and RIVS. And there The real question is going to be around the growth of the economy again and the appetite of the banks and the economics of securitization for the banks that are holding and originating those assets. It's very early to say.

We'd rather be in an environment that is supportive to securitization or not and that's where we are. Do we expect a transforming event from this measure? No. I think all of that is going to be conditions to either the growth of the economy and the economics of securitization on an end and 2, all these programs are going to be configured and we'll see that in the next few weeks.

Speaker 1

Sorry, we're going to have to move along just to keep the day rolling. But thank you again to Michel and to Tom.

Speaker 7

Thank you very much.

Speaker 1

And we'll move ahead to John Goggins, our General Counsel.

Speaker 16

Good morning, everyone. I'm seeing you get to the right slide. So I'd like to cover 2 things this morning. I'd like to give an update on Ratings related litigation developments since our last Investor Day and also spend a little bit of time giving some updates on recent regulatory developments. On the ratings related front, we've made significant progress in resolving ratings related litigation filed since 2007.

In the U. S, nearly 5 dozen cases have been filed and less than 1 quarter of those remain. Of those remaining cases, They're either in the motion to dismiss stage, we're waiting for a judge to rule on a motion to dismiss or in a discovery stage. None of the cases are Anywhere near summary judgment yet? Outside of the U.

S, we have 6 open cases and 18 cases have either been dismissed or withdrawn. In the U. S, all of the cases that were brought under the Act of 1933 have been favorably resolved. And the 2nd Circuit, which is the federal appellate court here in Manhattan, has ruled that rating agencies cannot be sued as underwriters or control persons under the 33 Act. We've had success as well.

Many non 33I cases have also been dismissed or withdrawn. And we also now have 3 federal appellate court decisions affirming the dismissal of 933I cases, 1 in the 2nd Circuit, another in the 6th Circuit and most recently 1 in the 9th Circuit. This is a slide that you'll see these appellate decisions here. They go back to 2012 2011 and we showed this slide last year. But it's worth emphasizing for two reasons.

1, obviously, With respect to the specific cases, the affirm dismissals, which were great and we had some helpful rulings that basically say that confirm that ratings are opinions, they're not factual historical facts or investment advice. And importantly that as stated by the court in the 6th Circuit in Ohio pensions that the right standard of liability for rating agencies with respect investors as a fraud standard. So pre financial crisis, there were virtually in fact, there were no cases they were aware of on the question of the liability of rating agencies to investors. So we're hopeful that these favorable decisions will help to deter frivolous litigation in the future. Turning to the regulatory update.

Many of you probably read in the press that just last month, the SEC voted to approve the final rules for rating agencies under Dodd Frank. Those rules track fairly closely the proposed rules that had been out for a number of years now 2 substantive areas where there were some differences were having to do with sales and marketing activities. And we have to be able to demonstrate that our analysts are not influenced in any way by sales and marketing considerations. And then finally there were some very specific 17 specific risk factors that we have to consider when we're designing our internal control process and there will now be an annual report on internal controls. The first one will be for 2015.

Most of the deadlines for complying with the new rules are fortunately 9 months from now and we've had many years advanced notice from the proposed rules and we believe we're in very good shape to comply with those rules. As of the Dodd Frank process that we mentioned before we now have annual exams conducted by the SEC and no material deficiencies have been identified to date. There's one remaining possible rule pending by the SEC and it has to do with the Franklin Amendment. The Franklin Amendment you'll recall is Senator Franken's attempt to address the issue of rating shopping, which unfortunately was significant issue not just prior to the financial crisis, but continues to be an issue in structured finance today. We think a better alternative to the Frank and proposal would be to amend existing SEC Rule 17g5.

Under 17g5 currently rating agencies that aren't selected by a structured issuer can assign unsolicited ratings, but we really don't have the ability to publish unsolicited research Due to confidentiality restrictions that issuer is not imposed. So we're hopeful that when the SEC addresses this it will be along the lines of amending 17 gs5, but we don't really know what the timing on that will be. Oops, not too far. In the EU, it's been over a year now since the final round of CRA regulation or we refer to as CRA 3 has gone into effect. This past June, ESMA promulgated 2 proposed rules that are currently being considered by the European Commission.

Once the Commission decides either to adopt or amend them, they then need to be approved by the European Parliament and the Council. And It's possible that both these rules, the establishment of European ratings platform and periodic reporting of fee information will go effect by the end of this year. Similar to the U. S, ESMA has also been conducting regular examinations of Moody's since 2011. And as in the U.

S. No material deficiencies have been identified to date. And that's pretty much it on both those fronts, but very happy to Take any questions you might have. Craig?

Speaker 7

Thanks, Sean. A quick question. What is your best sense what year your legal costs peaked or will peak?

Speaker 16

That's really hard to say. As I said our remaining cases are even in the motion dismissed stage. So if they get dismissed obviously legal costs are minimal. But if they go to discovery, discovery would be incredibly expensive and that's really a function of how much discovery the judge permits. So It's really hard to say if they peaked or when they'll peak.

Speaker 5

John, I don't think you touched on CalPERS. My understanding was you guys are trying to get the case thrown out on anti SLAP appeal that did not happen. So where are we in discovery At this point, what's the timing? And what's sort of what's the liability potentially in that case? I sort of lost track of the numbers there.

Speaker 16

Sure. You're quite correct. As we discussed last year, this case has been going on since 2,009. We had appealed decision where the trial court had denied our anti SLAT motion, which is basically our second motion to dismiss. The Court of Appeals in California denied that denied our appeal in May.

And most recently just a couple of weeks ago, The California Supreme Court elected not to review the appellate court's decision. So where we are now is basically back to square 1 with the discovery phase. And we also have a new judge. So it's the timing is uncertain as far as how extensive discovery will be. But ultimately once discovery is over, we're going to file a summary judgment motion.

So as far as alleged damages, Hasn't really been any discovery on that point yet. So all we know is what CalPERS has alleged in their complaint and Between Moody's and S and P, it's in the 100 of 1,000,000 in alleged damages that kind of number.

Speaker 5

I'm sorry. You said you got there's a new judge. Is it still in District Court in San Francisco?

Speaker 16

I still have State Court in California, but we have a new judge now.

Speaker 5

Okay. Thanks.

Speaker 10

Do you have a view on the changes in the Attorney General's office? And if that Could it have any impact on them looking at the whole sector broadly in any different way?

Speaker 16

Not really. We don't have Any comment on personal changes at the DOJ? But obviously, DOJ is a very large institution with thousands of attorneys and There's turnover that's a regular occurrence.

Speaker 12

So the on the regulatory stuff both domestically and internationally you've indicated that you feel I think that you're pretty far along the implementation. Can we read into that that there's not going to be significant step up in terms of implementation costs associated with getting the final U. S. Staff in place?

Speaker 16

In our updated guidance today, we mentioned that there's no change to our estimate of what incremental compliance costs would be still less than $5,000,000 But particularly On the control setting of controls under the new Dodd Frank rules, we're still analyzing how much that's going to cost. And There'll be costs in 2015, but certainly for 2014 that's

Speaker 12

That's actually what I was thinking more about was the Right. It seems like there's a lot of reporting requirements under these new rules that probably you were not Under in 2014. So I'm thinking about a step up in 2015 in terms of the cost.

Speaker 16

Again, we'll have to figure out exactly how much it is. But we've had 3 years basically to prepare for them and we've been investing in both compliance and technology to be ready to comply with the rules on day 1. So we've already made quite an investment in that area. And as I also mentioned, there haven't really been all that many material changes from the proposed rule. So and many of the things we're already doing.

It's just a question of perhaps documenting them differently or not.

Speaker 12

So I can ask you another one on the legal front. So you've got some fairly important decisions from the federal courts and some reaffirmations I think in the appeals process. So can you speak to your level of confidence and the ability to get the rest of these things cleaned up and closed out over the couple of years? And then sort of related to that, are we far enough along on statute of limitations that you're reasonably comfortable that there Are no more suits to come or small number of suits to come?

Speaker 16

Well, of the existing the remaining cases we have in the U. S, we believe they are without And we're going to continue to prosecute them. The as far again as far as the timing, it's really hard to say. In large part, it's a function of the judge's calendar and his timetable. On statute of limitations, you're quite correct at this point in time Other than cases that were brought by the government, we think we'd have a very strong statute of limitations defense.

But again, it's very fact specific. It depends on the claim that's brought, which jurisdiction it's brought in and the facts and circumstances of the of the allegations. So we can't really say definitively that all new claims would be time barred. But certainly if someone were to bring a case tomorrow, we think we have a very strong statute of limitations defense. Don't see any other hands.

Well, thank you everyone.

Speaker 1

Okay. I think we're running just a little bit ahead of schedule. So we'll go ahead and start our break now and then reconvene 10:30 if that's all right with everyone. Thank you.

Speaker 3

Okay. Good morning, everyone. We're going to resume our program now with a discussion about Moody's Analytics. And for Moody's Analytics, our messages today are pretty simple. 1st, the business is performing well, very well we believe, especially when you compare our growth rates to others in our peer group.

Secondly, we believe there are good growth opportunities for us to sustain this business for the foreseeable future. And 3rd, as we continue to grow the business, We also plan to drive margin expansion, primarily through enterprise risk solutions, where we expect to realize more operating leverage as our product offering matures and as the needs of our customers become more standardized. Our discussion today will focus on the research data and analytics and the enterprise risk solutions segments of Moody's Analytics as they represent the largest and most dynamic areas of our business. I'm going to start by talking about our product strategy in RD and A and the levers that we have to sustain good growth rates in this large and profitable business. Then Steve Talenka will drill down on the work that we're doing in ERS, including a discussion of our recent acquisition of WebEquity.

After that, I'll wrap up with a discussion of a specific example of how bank regulation is driving growth opportunities for Moody's Analytics. Let me start by quickly reviewing how the business is performing. Through the first half of the year, Moody's Analytics revenue is up 15%. On an organic basis, Excluding the Amba acquisition of late last year, we're up 10%. We feel very good about 10% organic growth.

When we look around at our peer group, we just don't see anyone delivering double digit organic growth. So we're pleased to be overachieving on the top line. The one exception, of course, is Michelle's business in MIS, but I've long since given up on trying to compete with those guys. I would note that we're doing well because we're executing well. Other than good solid better than most kinds of results, There's nothing especially remarkable about what we're doing.

I put our success down to good solid execution, a very strong brand and a generally favorable, although far from spectacular environment for the kinds of products and services that we offer. Looking ahead, we believe that we have good opportunity to sustain our strong performance over the coming years. We expect that ERS will continue to lead the way and Steve will elaborate on what we're doing in his business and why we expect to continue to grow there at a healthy clip. In parallel, we are confident about sustaining the good results we've been seeing in our DNA, where we are pursuing several paths to continue our push for high single digit organic growth. I'll elaborate on those in a moment.

Also in professional services, we expect strong growth from Copalamba, which Linda will discuss shortly, And our training and certification businesses, while relatively small, are delivering much improved performance this year. As we pursue our growth opportunities, we have set a goal of driving margin expansion in Moody's Analytics over the next several years. We'll realize this primarily by driving operating leverage in ERS. We expect that our product offering will mature as customer demand evolves toward a more common set of solutions. And this will allow us to shorten our customer implementation cycles and reduce our delivery costs.

Successful execution in this area could have a meaningful impact on the overall MA margin in the coming years, potentially driving expansion in the MA operating margin into the mid-20s percent range. Again, Steve will elaborate on what's happening in ERS that can get us there. So let me spend a few minutes on RDNA. You'll recall that RDNA represents MA's information product set. While ERS comprises our infrastructure offering and professional services is the segment through which we deliver skills in the form of training services and outsourced analytics staff to our customers.

RD and A is our largest segment and also the most profitable, sold almost entirely on a subscription basis. Here you see a little bit about how we monitor the performance of the RD and A businesses. We maintain a very rigorous set of metrics that we review every month to help us identify what's going well and where we may need to make product adjustments or tweak our sales deployment to address emerging risks or exploit opportunities. This is a very simplified view of the complete range of metrics that we calculate, analyze and monitor, but I think it gives you some insight into how we manage our performance in near real time. Let me walk you through how to interpret this chart.

We're showing you our DNA sales performance, that's sales booked not GAAP revenue, For calendar year 20122013 and for the first half of twenty fourteen, we decompose our sales production into its component parts, renewals of existing business, net product upgrades, the impact of price increases and the contribution from new sales. We do this analysis at various levels of aggregation by product, by customer and by geography, so that we can identify the trends that are driving the business. This chart shows you our overall aggregate results. The first column shows how much of the business from the prior year we renewed. As you can see, our renewal rates have been strong and they've been rising.

In the first half of this year, we've renewed close to 96% of the business we sold in the first half of last year. We then add to that retained business the net impact of product upgrades and downgrades, the effect of price increases and the contribution from new sales, either to wholly new customers or new sales of new products to existing customers. These metrics tell a very good story about how well the business is performing. It's important to note that the contribution rates are generally quite stable from period to period, which implies that we are able to steadily grow the business through a combination of upgrades, price and new sales. You should note a couple of other highlights here as well.

First, you see a solid and consistent contribution from price increases, which reflects the value that customers place on our product. Also, we get a very sizable contribution from new sales production every year. This reflects the breadth of our product offering and the effectiveness of our distribution capacity. And finally, if you look at the 2012 results, you see a big contribution from product upgrades. That was the result of a very specific product enhancement program that we launched back then and it demonstrates the kind of impact that we can realize from product development initiatives.

I'll talk more about how we use product strategy to drive growth in a moment. One thing that this chart illustrates is the power of the sales machine that we've built. We consistently drive higher volume through that machine, allowing us to deliver consistently solid performance in a relatively mature business. We believe that distribution capacity that we get from our sales mechanism is a differentiating feature of the Moody's Analytics business. Recognizing its power, we keep very close track on how the machine is running and we are able to tweak it and tune it using diagnostics like the ones we've summarized for you here.

Now a powerful sales machine isn't of much use if you don't have a good product. Fortunately, we have a very good set of information products in our DNA. The content that we sell, whether produced by the rating agency or by various units within Moody's Analytics represents a very unique and valuable asset and we go to great effort to protect and nurture that asset. Let me talk to you about our product strategy in the Financial Information business. The research and data that is produced by the rating agency is at the core of the RD and A product set.

Because MIS ratings are so deeply embedded in how the bond markets operate, There is very strong demand for this content among market participants on both the buy side and the sell side. At the same time, we want MIS's ratings and data and opinions to be readily accessible in order to reinforce awareness and reliance on Moody's ratings. So we make investments in our website moodys.com to ensure that we have an effective distribution platform for our And we make the content accessible through alternative channels, such as Bloomberg, so that our information is readily available to all users. Ease of access and ubiquity are central to how we manage the distribution of the rating agency content. By making good quality content easily and readily available, we are able to monetize this unique information set, while at the same time reinforcing the relevance of MIS' ratings.

We further embed the use of our ratings and related information by providing content that supplements and or elaborates on the information that comes out of the rating agency. Examples of this include the economic analysis produced by Mark Zandy's team, as well as the data and cash flow tools that come from our structured analytics unit. These businesses, while a good bit smaller than the MIS content business are growing very well because they respond to customer demand for information that goes beyond the output of MIS. We can realize powerful synergies from delivering this kind of research and data that complements or extends the insights that are produced by Michelle's team in MIS. So what I'm saying here is that the core information that we offer, that is the rating agency content, which is in very high demand in its own right is made more relevant and more useful by the additional content that we provide in MA.

In parallel, that additional content becomes more credible and authoritative because it is positioned alongside the MIS product. This gives us more relevance to more customers and adds to our pricing power. The success that we've had with this strategy is reflected the high retention rates that we're seeing, which as you saw in the previous slide are now above 95%. The strategy suggests that we should be adding more and more content to supplement the MIS research and data, and that's very much our objective. Having said that, we have to be very disciplined in identifying, building or acquiring content that A, meets our quality standards and B, addresses the needs of our customers.

We have a powerful platform, but we have to be vigilant about protecting the premium quality perception of Moody's brand and the associated premium price that we command. There are many alternative types of information and lots of independent providers of research and data, all of which could be delivered through our platform. But there are relatively few providers that represent truly incremental value that would enable us to execute on this strategy in our DNA. That's why you see us being very selective about acquisitions and very deliberate about investments in new product development. This is a simplified depiction of our product strategy for RDNA.

We're trying to illustrate the 3 principal ways that we realize demand for the information content that we have at Moody's. Starting in the center, you see MIS Research and Data at the core of our offering. The rating agency content is very much the foundation of the RD and A business. As I've said, there's very strong demand for that information among institutional participants in the credit markets. On the left side of the page, we show you some of the information offerings that we currently create in Moody's Analytics.

As illustrated here, this information can be delivered independently to specialized customers, it can be embedded and delivered with the MIS content, And it can be integrated into large scale solutions that we build for our customers, such as what we're currently doing to respond to bank's requirements for stress testing exercises. We have specific programs for pursuing all three of these opportunities for monetizing the range of content that we produce at Moody's. Generally speaking, when we're evaluating an acquisition or an investment in new product development in our DNA, we look for content that will be relevant to at least 2 and preferably all three of these channels. The power of our sales organization and the effectiveness of this product strategy gives us confidence that we have multiple levers for sustaining Good solid growth in RD and A. With a large and deep customer base and long experience in running this business, We're optimistic that by continuing to execute on our distribution plans and product development programs, we'll continue to drive better than average growth in this highly profitable segment.

So with that, I'm going to turn the program over to Steve Talanco. Steve has been with us for nearly 25 years and he took responsibility for the Enterprise Risk Solutions business a little over a year ago. Prior to that, Steve ran our global sales and customer service organization since the creation of Moody's Analytics. He's initiated a number of programs aimed at sustaining the very strong growth rates that we've delivered in ERS and he's also focused on driving more profit in the business. He's going to take a few minutes to talk to you about those initiatives, and then I'll come back up here and wrap up our part of the program.

Steve?

Speaker 17

Thank you, Mark. Good morning, everybody. My name is Steve Telenko. Thanks for the introduction. It's a great pleasure to be here this morning to talk to you about some exciting things we have going on in our business unit called Enterprise Risk Solutions often called ERS.

I have a few slides to review today, where I'll be talking about recent performance. I'll be talking about growth prospects for the business and be talking about some of our efforts to expand margin over the coming years to support MA's efforts there. I'll jump right into my first slide, which provides some numbers that we're very proud of. Mark mentioned some of these before. You've got 2 curves on this slide that indicate growth, a very, very healthy growth trend.

So the sales numbers over the past 5 years indicate a CAGR of around 17% and the revenue numbers indicate a CAGR of around 15%. Sales production has been very strong due to the healthy demand that's out there for our credit and risk management products in the wake of the credit crisis. There's been a lot of healthy efforts among banks to improve their risk management practices and there's also been a lot of influence and pressure from the regulators them to do so. We'll talk a lot more about the fact that regulation is driving demand for our business and in a few slides. Let me hit the revenue line for one second.

You can see there again we're going in a nice clip. They follow a very similar pattern to the sales results, but they do lag them just a bit. And the primary reason for that lag between the sales numbers and the revenue numbers is that we often will do large projects for customers. When you go and implement software do software implementations for customers projects might take a year or 2 to deliver and the revenue is deferred along the way until the project gets completed. So the sales numbers show up immediately and then the revenue takes a little while to show up on the books.

But It is fair to say that that green line is a very, very strong indicator of future growth on the blue line. You can see they follow on exactly the same pattern and that's good news. I will note that there is a nice uptick in Q2 of 2014 in that green line. We actually made our biggest sale in the history, I think of company in the early part of the summer. And that has I think positive indications of what will be happening with revenue in the future.

So let me move on to the next slide. Okay. Just a couple more minutes of detail on these numbers. On the left hand side of this slide, you'll see sales by quarter going back from 2011. And then we show revenues on the right hand side.

We've broken up the numbers into 3 categories, So you can see how these different categories contribute to our numbers. The first is the green section of those bar charts, which represents annual software maintenance. The light blue section represents subscription products and then the dark blue section represents those project licenses and services related to software implementations. You can see on the sales side of things, the numbers are a little bit more variable and seasonal. You can see the seasonality in the business showing up there as well.

That is just the way that people buy products from us and the way that the customer patterns have formed over the years. On the right side of the chart, you can see the subscription products and the annual software maintenance delivering very steady growth. So the core of the ERS business is driven by products that generate recurring revenue. And then you've got the dark blue portion of that bar chart on the right contributing big bumps in the revenue along the way as software implementation projects are completing. So you've got some variability and seasonality in the business, But a lot of that is driven by the project timing.

And I wanted to highlight just before I turn away from this slide that 2 thirds of the revenue associated with ERS is driven by these products that create recurring revenue, the green and the light blue portion of those bar charts. And those that business that represents 2 thirds of the business has grown at a 20% CAGR over the lifetime of this chart, right, so over those past 3 years. So that in itself I think is an important thing to note that at the core and the foundation of ERS is a very attractive recurring revenue base. So what's driving all of this demand? You may remember, I think I showed you this chart last year.

This is the what I like to call our regulatory radar screen. And I'll just take a minute to orient you to the way this works. The center of that chart where it says 2014 think of that as the origin. Each of the bands that moves away from the center represents time and then we've sectioned off the chart into segments that represent the regional areas in which we're focused here. Each of the icons on the chart represents an individual regulation or an accounting standard that a bank, an insurance company or another type of financial institutions facing an obligation they're facing from a regulatory perspective.

And we've identified those regulations or those accounting standards where we believe we have products that help them to comply or help them to address the calculations that are required to comply. So each of Those points on this chart represent a place where we can make a sale and in many respects I think are good representation of the demand that we face and some of the regulatory tailwinds that support the demand for our products. So we're going to take another look at this chart in a second. I thought I'd take a second just to simplify it and give you an example of one of our larger This happens to be a multinational bank in Europe. They are actively engaged with us in all of these activities that are represented here.

I've grouped all the Basel related activities into one icon. I've grouped all the ECB related activities into one icon, so that it's a little easier to approach the diagram. The point here is with just one institution, we are literally working with them in many ways and in many places around the globe. It's also interesting to note that there are lots of similarities between the regulations that you see across the different regions. And With similarity, there's a chance to actually use a product more than once.

So we are a solution that they have decided to adopt and infrastructure that they are implementing and building in order to satisfy these regulations around the globe and do so in a very efficient way. So for example, you can think of the Basel III capital regulations that are at the top of that diagram there. Those will be implemented and they will be facing reporting requirements, calculations requirements and regulatory compliance requirements for those Basel III capital calculations everywhere they do business basically. And our product will help them to satisfy those requirements across the globe. This is I think a good example of how deeply embedded we can become with an important and large institution.

The other thing I'll note just before I turn the slide here is, we just received word last night that we landed a transaction another transaction with these guys worth about $5,000,000 in project revenue over the course of the next couple of years. So it gives you an example of what kind of scale we're talking about when you're dealing with a bank a large bank granted. But on projects like these, that's the those are the kinds of numbers you can talk through. Okay. So one more moment on that diagram.

And again I like the diagram because it gives us a sense for how much demand we have out there. We're helping banks to face challenges that are interdisciplinary and interdepartmental. We're bringing those banking departments together and enabling them to use one source of information and one set of tools in an integrated platform,

Speaker 2

so that

Speaker 17

they can answer important business questions and deliver on their obligations to their regulators. So what's changing a little bit in terms of the demand right now is we're seeing bank executives, insurance executives, executives generally looking at their infrastructure that they use to support the regulatory compliance as a tool to improve their operating efficiency. Another important sale we made recently that one that happened to be in the Q2 of 2014 was a good example of this where our origination software is being used not just to support their loan processing and their loan origination efforts and provide information and better credit scoring capabilities to that bank, but also support the risk data aggregation requirements under Basel III. So that's a good example of one of our products providing both regulatory compliance capabilities as well as operating efficiency. So those kinds of needs are starting to develop and we're seeing patterns develop that indicate that there's some standardization that's occurring within the needs among the needs of the banks that we work with.

And that leads us to the opportunity we have before us In terms of margin, as Mark mentioned, ERS is making many very intentional efforts to expand margin over the coming years. We're at a point now where we're turning a little bit away from the land grab mode we've been in. We've been heavy mode of product expansion, building out feature sets in order to be there, so that we can grow with customers as their needs develop. We're now setting our sights toward refining those products, building out features that maybe make things better instead of brand new functionality that we might not have had 4%. And that enables us to develop more operating leverage in the business.

Our objective is to simultaneously continue to grow the kinds of rates that you've seen before and grow the margin and that isn't always the easiest thing to do in the world. We're going to do it basically in 3 ways. 1st, we're going to sell more off the shelf products and sell more products software products as a subscription. We will invest and are investing now already in product quality, in modularity, in compatibility and making sure that our products are easy to integrate with the rest. We need to do that in order to make sure it's easier to install them and it takes less labor to actually get that software implemented.

And when that happens, our costs are driven down. Cost for the customers may be driven down as well, but the value proposition might increase. The third thing we plan to do and we are doing now is we need to develop the next generation of products and make sure that our software solutions can be delivered as a service. So this concept of SaaS delivered risk management products is something that we need to develop now in order to be there when the banks are ready to adopt those kinds of solutions. I have a slide dedicated to that topic.

Here I've taken the WebEquity acquisition from the summer And we're using this as a good example to highlight the importance of the SaaS product set and the importance of SaaS as a delivery channel for us. To provide a bit more color, we've got really 3 important things to highlight. 1st of all, when you have your software delivered as a service, your customers will benefit. 1, their cost of implementation will be lower. 2, the value proposition you provide could actually be richer because Moody's can spend its time developing one source of code developing one application that incorporates best practices from across the client base.

And then 3rd, you don't need to spend so much time with your friends in IT to try and convince them that now is the time to do a project, right? So that comes in handy because it's easier to decide to actually pull the trigger on the product. In addition to that from Moody's perspective, it's better. We can develop one source of code. I mentioned that before.

We can spend our time enriching our value proposition rather than building out customizations for specific customers. And we also benefit greatly in that Software as a service is often sold and usually sold on a subscription basis. So the recurring revenue base will be enhanced by moving to this kind of platform as well. In the WebEquity case, we now have combined with WebEquity and joining forces with them, we've got the largest set of small banking customers in the origination software market. We have well over 1,000 customers now between us, the Moody's customer base that was there and the Web Equity customer base.

And with that, we have a very nice footprint and we can learn a lot from what the customers like and what they prefer. So we intend to leverage that position and move up market Starting with the smaller and community banks, where they can actually make decisions about software as a service today and they are not beholden to some of the concerns around information security and maybe they don't have quite as many constraints in terms of the way things work with their IT budgets. So working with a bank where they can actually make a decision and pull the trigger on moving to an application that's hosted enables us to save money in terms of infrastructure. They can roll it out much more quickly and we can add value almost immediately. So We believe that's the way in.

Some of the bigger banks are still a little worried about information security. They don't want other people to be managing their data. But some of those bigger banks were also concerned about maybe using or allowing someone else to manage their CRM data or perhaps their HR data. And firms like salesforce.com or maybe Workday have certainly made a lot of progress in terms of changing their minds. So we believe software as a service is a play that will a trend that will definitely dominate the industry over the next couple of years and we're looking forward to being a part of that and growing with the banking industry as they do it.

So just a few takeaways. 1st of all, growth remains strong in ERS. We continue to see mid teens kinds of growth and we're looking forward to do that over the foreseeable future. Regulation is proliferating. Our radar chart is more crowded today than it was before.

And the tone of the regulation is more intense. Mark's going to talk a little bit more about that. The product platform and within ERS has expanded greatly over the last couple of years. But our strategy is shifting. We're refining our applications, investing in those applications to deliver higher quality, more compatibility, more integratability, so that they can be investments that can be leveraged across departments within our bank and make them easier to implement throughout those institutions.

So armed with those three things, we're hoping that we can also contribute greatly to the and the efforts to expand margin. With that, I'll hand back to Mark. We'll be here for questions. Thank you.

Speaker 3

Thanks, Steve. Steve spoke about the importance of regulation as a driver of demand for his ERS solutions. And I'd like to wrap up with a discussion about a specific regulatory trend that is creating very important opportunity not just for ERS, but for Moody's Analytics broadly. As you're probably very aware, banking regulators around the world are imposing requirements on institutions to conduct rigorous analyses of their capital adequacy under hypothetical economic scenarios. And Mark Zandy alluded to this earlier, but the roots of this trend in bank stress testing date back to 2,009 when regulators required the largest banks in the U.

S. And Europe to conduct such tests as a means of restoring market confidence in the banking system. The idea was that bank liquidity could be enhanced if the banks disclosed publicly how their balance sheets would hold up in response to an economic shock. And in this sense, the 2,009 stress test was a transparency exercise on the part of banking regulators. The test seemed to work well, especially here in the U.

S. And the Federal Reserve decided to make the stress test an annual exercise for the largest U. S. Banks. They've created a program called CCAR, which stands for Comprehensive Capital Analysis and Review, which now applies to the 30 largest banks in the country.

Since then, stress testing has been further extended to the next tier of U. S. Banks under a program called DFAST, which stands for the Dodd Frank Act Stress Test. DFAST applies to about 60 institutions. And very simplistically, CCAR and DFAST require banks to go through an annual exercise to analyze and report on the impact of adverse economic scenarios on their capital position.

Having now been conducted 5 times for the largest U. S. Banks, Stress testing is rapidly becoming embedded in how regulators oversee large banks. This is especially true of the Federal Reserve, But stress testing has been adopted by the U. K.

Regulator, which mandates an annual stress test for the 8 largest U. K. Banks. In addition, the European Central Bank is now stress testing nearly 125 banks on the continent. In the U.

S, the Fed is taking stress testing very seriously. And in fact, failing the stress test has come to mean that an institution will be prohibited from raising its dividend or executing on its share buyback plans. This means that failing the stress test has real consequences for bank executives. So they're taking significant steps and making major investments to avoid failing the test. Very significantly, there are 2 ways to fail a stress test.

One way, a quantitative failure comes about when an institution's capital buffer falls below the regulatory minimum under the adverse scenario. But even if your capital level is sufficient, banks can and do still fail the test if the Fed isn't satisfied with the rigor of the bank's process. Increasingly such qualitative failure is becoming more common. In the last CCAR round, the one conducted at the end of last year for which results were released this spring, 5 of the 30 banks failed the test, but only one failed because of insufficient capital. The other 4 all failed on qualitative grounds.

So this leads us to the conclusion that stress testing is no longer about ensuring that banks have enough capital to deal with an economic shock. In our view, the Fed is generally satisfied with bank capital levels. But after the experience of 2,008, 2009, They recognize that bank risk management processes need to be upgraded. Stress testing and permission to pay dividends and execute share buyback programs represent the stick that the Fed is using to drive banks to make investments in technology and processes that will modernize their infrastructure and improve their operational management. This chart offers some evidence that the Specific quantitative results are no longer the point of the stress test.

These are the loan loss estimates for 6 large banks as estimated by the Fed's independent analysis in the last CCAR round compared with the Bank's own estimates. You can see that there are substantial differences between the Fed's view in blue and the bank's analysis in green. The bank's estimates were between 25% 50 percent lower than the Fed's. But despite those very substantial differences, 5 of these 6 banks passed the test, including Wells Fargo, which estimated that its losses would be less than half what the Fed calculated. This suggests to us that the regulator is focused on ensuring that the banks are putting in place the processes and infrastructure that are required to conduct the tests rather than focusing on the quantitative result of the test.

Moreover, we observed that the Fed is focusing on different aspects of infrastructure and process with each annual exercise. They recognize that banks will require some time to implement the analytical and risk management enhancements that they are driving towards. In many cases, large banks have grown significantly through acquisition. So establishing consistent systems and streamlining their data and analytical processes will be achieved only after some years of investment. In the meantime, the stress testing process is very time and labor intensive and banks need assistance in putting the pieces in place so that they can improve their ability to conduct the test and report their results to the regulator.

This is a simplified illustration of how a stress test is conducted. If you decompose a stress test into its primary component parts, you see that it starts with the economic scenario set by the regulator, which have to be calibrated to each bank's product and geographic mix. The calibrated scenario is then used to drive the bank's loss models for its various asset classes. The results of which need to be reflected in projections of the institution's financial statements over a multi quarter horizon. And finally, the results of the test need to be summarized and submitted to the supervisory authorities by way of a set of regulator defined reporting templates.

What's interesting to us is that each of these four principal activities, economic scenario analysis, default modeling, financial statement projections and regulatory reporting are all areas in which Moody's Analytics has been active for a number of years. We have well established expertise, credibility and product offerings in each of these areas. So as banks have been seeking assistance With meeting their increasingly challenging stress testing requirements, we've been winning a lot of business in this space. That's been good for our business, But we believe the longer run opportunities are even more compelling. Recognizing that stress testing is proliferating around the world and that is becoming a fundamental part of how banks are regulated.

We've undertaken a large scale project to integrate our capabilities so that we can deliver a comprehensive stress testing platform for banks globally. This platform will give banks the means to make the enduring enhancements in their risk infrastructure and analytical processes that the regulators are looking for. In addition to addressing the regulatory requirements, our platform will provide the real operational benefits that will enable them to better manage their institutions. That combination of facilitating regulatory compliance and enabling operational improvements is very much consistent with our vision of the role of Moody's Analytics. And because we have substantially all of the raw materials that are required to create such a solution, Moody's Analytics is unusually well positioned to become the standard provider of stress testing capabilities and realize a significant commercial opportunity in this area.

You can think about just between the U. S, the U. K. And Europe. You've got roughly 250 banks that need to go through the process and undertake the kinds of infrastructure improvements that we're talking about.

That represents a very sizable and very attractive market for us that we are very, very focused on. So that's a little bit of insight into a specific example of how a regulatory initiative creates demand for Moody's Analytics capabilities among our customers. It's certainly not the only such example and I believe that we've become very good at identifying these opportunities and positioning our capabilities accordingly and achieving revenue growth. It's one of the reasons that we're confident that MA can continue to deliver solid revenue growth over the coming years. And while we continue to aggressively pursue those growth opportunities, as Steve described, we're also concentrating on delivering higher operating margins.

Steve talked about the steps that he's taking in ERS. Success on our margin expansion efforts there will be critical to the overall MA operating margin, given the scale and expected growth rate of ERS. In short, we like where Moody's Analytics is right now. We're delivering good results. We expect to sustain those results and we believe there's opportunity to do so even as we improve on our margins.

The current environment is good for us with important trends driving demand for our capabilities. As we discussed, Initiatives like stress testing have the potential to make an enormous difference for our business and we have the expertise and the operational disciplines in place to ensure that we make the most of those opportunities. So I'm going to stop there and I'll ask Sally to come up and manage our Q and A session. Thanks very much.

Speaker 1

Okay. Great. The same rules apply with regard to Q and A. So please just raise your hand and then wait for the microphone before you ask a question. Bill, I saw you first, so we'll go to you.

Just one second for the microphone, please.

Speaker 6

Thank you. Mark, how would you size the bank stress testing opportunity? And is there a time frame on the mid-20s margin goal?

Speaker 3

Yes. On the stress testing market, we've estimated that That is probably expressed in $500,000,000 of spend annually over the next Number of years? This has a fairly long tail on it. This is a big complicated transformation that banks are going through to put these systems in place. And It's going to take some time.

This is not a big bang kind of process. It will be an incremental process over a number of years. In terms of the time frame for our margin expansion, I would characterize it Bill as over the next several years.

Speaker 1

Okay, great. We'll go right here to Joe Foresi.

Speaker 18

On the margin expansion process, out of the 3 pieces that you laid out, What is the biggest opportunity? Or can you give us some idea of how that breaks down numerically? And I'm going to sneak one more in. How do you measure the penetration rates of the overall business as well?

Speaker 3

I'll take a crack at the margin thing. You probably should elaborate or correct Certainly, the work that Steve is doing in ERS is frankly, it's pretty much the whole story for how MA is going to achieve margin expansion. And it's really I would say it's primarily going to be the result of The product standardization that Steve's driving in his organization. However, It's also important to note, we're also dependent on the market maturing in the sense that a lot of what Steve's team is selling are technologies that are new. And again stress testing is a pretty good example of this where What each bank needs to do to comply with its stress testing requirements in the aggregate, they all need to do the same thing.

But Bank A's priority where they may want to start their efforts may very well be different from what Bank B does. And because banks are undertaking these projects for the first time, We haven't yet seen a common set of best practices emerging and being adopting across many banks. So that has inhibited our ability to scale the business. Over time, we think those best practices will begin to emerge. Frankly, We'll play a big role in that because as we do a lot of these initial projects for large institutions, we'll sort of become the bearer of that best practice experience.

And we'll sort of I think contribute pretty significantly to setting those standards. So again that so the evolution of the product as well as the evolution of the market is what's going to be required for us to realize scalability in the business.

Speaker 17

How did I do? Exactly right. The core margin expansion dynamic is, If it's easier to implement the product, you don't need to pay people to do it, right? That's basically it. So, if the product can stand on its own and in the stress testing example that is a very big undertaking.

But the more the product can stand on the zone, the less you need labor to actually install and implement. So that's where you can generate leverage if the product delivers the value proposition by itself. You will see operating leverage, Phil.

Speaker 3

I forget what Part B was.

Speaker 4

Just how we measure penetration.

Speaker 3

Oh, how we measure penetration. We do it the old fashioned way, right? I mean broadly we define our customer base as being financial institutions. And We segment that by commercial banks and insurance companies and securities firms and investment banks and so forth and we do that by geography. And we go through a painstaking exercise of identifying what we have sold into which institutions.

It's so on its face, it's simplistic. In fact, it's a little challenging because trying to measure what is the optimal penetration of each institution is pretty tricky, because each institution and it Again, it also varies by product line. But a good example is in Steve's area. Different institutions, their propensity to consume different things within his product portfolio will vary from firm to firm. So, I think we can say with a straight face that very simplistically defined, we have 100% market penetration, because virtually every financial institution on the planet buys something from us.

And so it really becomes a fairly complicated exercise to try to identify What is the optimal penetration by product, by institution, by segment? It's pretty tricky. But Rest assured, coming as we do from a very analytically oriented firm, we put a lot of talk and energy into trying to develop those metrics.

Speaker 1

Okay. Great. I'm going to move over to this side of the room just to Just back there in the 3rd row. I think there are 2 questions there.

Speaker 11

Thanks. On page 71 and 72 are the slides. You laid out quite a number of different regulations that are coming in the next say 4 years or so. I guess from those sitting on the outside, is there any way that you can help us handicap? And clearly, you talk a lot about stress testing, but As these roll in, how we should think about the magnitude of those contributing to your growth relative to what you've been doing the last couple of years?

Any way to handicap the volatility in particular years where you expect a big uplift?

Speaker 17

Many of those initiatives carry through multiple years. So if you look I don't know if you can actually see it on the chart. If you look at that slide and I'm sorry, I'm not sure which slide number it was.

Speaker 3

1 of the radar.

Speaker 17

The second radar charts where it's simplified a bit,

Speaker 4

all right, the you'll see

Speaker 17

the word liquidity show up multiple times, right? It shows up close to the origin. It shows up far away from the origin. So some of these regulations are being rolled out over time. For example, with the American liquidity regulations, there'll be targets that are set in the near term and then further targets that are set out in 2018.

So the compliance with those will take time. Are building systems in order to automate as much of those calculations as they can and then roll them out throughout that period. The things that are most interesting, I think, from a growth perspective. Basel has been something that's been with us for years, right? Many banks have already done a lot of work there.

In the United States, Basel is a growth opportunity because it's now being rolled out across more than just maybe 10 or 12 institutions. Liquidity regulations are a big deal globally. They are relatively new and they are relatively robust. So that sale I mentioned earlier, so that large multinational bank that is liquidity related. We're doing a bunch of calculations for them and providing regulatory responses to support their analysis of their liquidity positions and give the regulators a sense for what they should be give the regulators the ability to monitor them.

So those are 2 important trends. IFRS 9 is going to be a global thing that affects virtually every bank around the world. And GAAP accounting is going to adopt many of the same provisioning and impairment trends impairment objectives or analytic objections related to impairment and provisioning. So we think that will be another big dynamic. Stress testing is the other one.

So there's sort of families of need and families of regulation that I think you'll see a lot of. Basel is one that's been around for a while, but some of these others are new and I think going to be bigger opportunities for us and for the banks to work together.

Speaker 3

Yeah. Yeah. Andre, I'd add to that that I think the real utility of that chart is More really to inform the product development that needs to go on in Steve's area. Because as new regulatory requirements are put into place, we need to be able capture those requirements in the product and be able to facilitate the our customers reporting out on those. For thinking about the business opportunity, I think this is more thematic.

Rather than obsessing over one particular point on that chart, I think the message is that regulation is an important growth driver for this business. And there are lots of different sources of that that touch lots of different institutions in different parts of the world.

Speaker 13

As you talk about the push to standardize more of the product set, how do we think and I guess drive margins. I guess how does pricing play into that as you think about the ERS product as well as competition? You haven't mentioned that. What's the threat of leaving open the door to someone who is willing to continue to be to customize the product more over time and compete with you in that fashion as you push that?

Speaker 17

So pricing, the richer your value proposition, the more you can charge, Right. So, when you can aggregate best practices for a particular sector or for a particular initiative and develop a product that delivers against those or with those in mind, we think we can provide a very rich offering a better value proposition and enjoy or benefit from higher price points, of course, helps you with margin. We face competition in terms of price with respect to these products, but we have a very healthy track record and a very healthy brand to support us. And it does, I think, give us a little bit of pricing power compared to the others. In terms of competition, we Yes.

There's a lot of ways to address that question. I mean, our biggest competitor without a doubt is the internal build. So many of you would work for banks who you don't do 3rd party software. You build your own applications within those institutions. And the largest banks are often the ones that do that the most.

So that's our biggest competition. And then depending on which particular application we're talking, which product we're talking about, which regulatory initiative we're talking about, there's various competitors out there that we work against.

Speaker 3

But you're absolutely right in the sense that and we are Very disciplined increasingly disciplined about not taking on work and not responding to customers' request for customization, particularly if the economics don't work. And we're being very rigorous and looking at on a deal by deal basis whether what the customer is prepared to pay is going to justify the amount of resource that we have to commit to doing whatever customization they're asking for. We would like to get ourselves into a position where we just say no where we just don't do customization. We're aways from that yet, but that's the direction we're headed.

Speaker 17

The market is a waste from that too. Right. Did we answer we're good?

Speaker 13

To the extent there is external competition, are they trying to move in the same direction as you are? Or is there a risk you're trying to say no more often than others are trying Are willing to say yes to that customization?

Speaker 3

I think everybody in the industry faces the same challenges we do. Some are more accommodating than we are frankly. And I think that's a reflection of As we feel better and better about our position and the uniqueness of our offering, we're going to be inclined to say no more and more often.

Speaker 1

Okay. We just have time for a few more. I know I told Bruno I'd come to him next.

Speaker 14

Thanks. In ERS, you have been driving a lot of growth by investing heavily both in M and A and CapEx. And I think by most people's calculations the margins are close to 0 at the moment, though you don't disclose them. When do you think the ERS business can cover in its all in cost of capital, trading acquisitions.

Speaker 17

I think the response to that is The very carefully worded statement Mark made before, which is we expect over the next several years to be able to achieve those kinds of numbers, right? So the to pinpoint a point in time when there's an inflection point in the curve I think would be a little tricky.

Speaker 14

When you get to the 25% margin, where the year end is covering its cost of capital including acquisitions.

Speaker 17

Yeah. Yes.

Speaker 1

Okay. Just a couple more here. So we'll go to Craig first and then Bill Warmington.

Speaker 4

So, I wonder if

Speaker 7

you could just talk about your margins in your large research business. You talked about your goal of trying to continue high single digit revenue growth. Are you trying to signal though you can't raise margins or not willing to raise margins? There's so much internal spending you have to do against that to keep that growth rate going? Thank you.

Speaker 3

The margins are very high. It's going to be tough to raise honestly. First of all, I mean, we just don't have that much operating expense associated direct operating expense associated with the business. So it's pretty tough to raise margin in that business. Most of our expense there is going to be we have a small amount of operating expense and we have some sales expense.

But we don't have a lot of room there. I think we would be we are very comfortable with sustaining the margin in our DNA around where it is. And I wouldn't expect to see that go up much. The opportunity for Margin expansion in MA comes from ERS.

Speaker 1

And then just over here Bill Warmington.

Speaker 4

Thank you.

Speaker 2

So you talk about a scalable, auditable and replicable stress testing solution being ready. When does that actually hit the market? And then a clarification, the $500,000,000 market opportunity. Just wanted to clarify that's annual spend or cumulative?

Speaker 3

Yeah. We're in the market now with a product and a platform. There's a lot more work we have to do. We have an important release at the end of the year, right?

Speaker 2

It will be the second one. We'll build

Speaker 3

out the platform further. But this is going to be a We have a multi year roadmap for when we'll get to the complete solution. In the interim, We are winning business and we will continue to win business in this space. The $500,000,000 estimate that we gave That's based on our own analysis. It's based on some third party estimates.

And it's meant to reflect an annual spend. It reflects As Steve discussed, internal costs that the banks are incurring as well as spend on external providers.

Speaker 17

You should put one more caveat there. There are other things that banks will do in terms of stress testing that are not included in that number. It's intended to be the addressable market for us and for our products. That's what we're trying to say.

Speaker 1

Okay. Just to stay on schedule, I think we're going to go ahead and move on. So thank you to Mark and Steve. And next up we have Linda Hubert and then followed by Dave Pratt and Lisa Repro.

Speaker 19

Okay. Good morning. As Sally said, I'm going to take the first Three parts of this: the financial overview and the capital allocation strategy and update as well as the Copal Amba update. I am managing the Copal Amba business, which is an exciting new opportunity for me, and we'll talk about that in a moment. Then Dave Platt will join us to talk about the corporate development part of the business.

And Lisa Westlake has the heavy lift, which is to explain how our compensation programs work in 10 minutes to all of you. So we'll see if Lisa can pull that off. The key messages that I want to make sure that everyone gets. We've had a very strong first half performance here at Moody's, 10% revenue growth, 45.4% margin in the first half, which is mid-40s by anyone's view. We have good diversification of our businesses.

You've heard about what Mark and Steve are doing in their business, which is very exciting indeed. And we have strength and momentum even during tough parts of the cycle. We continue to focus on capital allocation. I think most of you probably saw that we are increasing our guidance on the share repo, we're going to try to do this year to $1,250,000,000 And we're doing that because we have confidence in the stock price and confidence in the execution as to how this company is performing. Last year, the stock price was around $70 on the day we did presentation.

We're up about 35% to $94.60 when I just checked. If we can continue the same progress, That will put the stock price next year at this time at about $125 So we'll see how we do. So for all of you who ask me each year why are we buying stock when it's at such a high price. The reason is because I'm always thinking 1 year ahead. Our dividend right now is $1.12 I'll talk some more about that.

And we have done a good job optimizing our leverage capacity. 1 of you has said we're sort of doing a slow perpetual leveraged recap, is one way to think about it and I'll talk a bit about that. And then we have our opportunistic acquisitions, which Dave will talk about. So we wanted to really give you 3 things to work with today. And we had heard from one of you, one of the

Speaker 11

sell side analysts, who will not be named, that

Speaker 19

perhaps we shouldn't have Investor Day, who will not be named that perhaps we shouldn't have Investor Day because maybe we didn't have anything new to say. So we thought we would actually have something new to say. Peter, we won't call you out on that. But anyway, we're very pleased with the performance of the business. So our first plank is really how is the business performing.

So $0.05 of increase in 20 fourteen's EPS. Now we have one caveat on that. We're watching the euro very closely. If the euro moves 3%, would be $1.29 down to $1.25 we're going to lose $5,000,000 of revenue and conversely if it does move up. So we're watching foreign exchange very, very carefully and that would be the leading caveat there.

But we are looking for, we think, $0.05 in EPS for this year 2014. The second plank is around capital allocation. We continue to be thoughtful about capital allocation. And as we said, we're looking at $1,250,000,000 is our goal for this year for share repurchase. And that will give us next year for 2015 all other things being equal $0.05 to $0.06 of EPS accretion for 2015.

And then lastly, on the acquisition front, we're making good progress. We've decided to execute on buying in the rest of the Copalamba business. We're going to do that in the beginning of December. And because we're reducing the minority interest component in 2015. That will give us about $0.05 next year.

So $0.05 this year on the guidance increase, dollars 0.05 to 0.06 from the additional share repurchase and $0.05 on owning all of Copalamba. So that's $0.15 times our present 22 multiple should be $3.30 on the stock. Let's see how we do. Now that's looking at our present PE of 22 times. But what I'd like to show you is a bit of a reason why we think our multiple should actually be higher and perhaps 25 times.

Let's see if we can convince everyone of that. So if we look at how Moody's compares to the S and P 500, we're going to look at a couple of different measures. The first is revenue growth. And If you look at the top decile, revenue growth has got to be above 18% and for the top quartile above 9%. So where does Moody's fit in?

We are at 14% over this period of time 2011 to 2013. So pretty strong performance. Operating margin. The top decile is 32%. And our margin, as you know, is quite strong, 40% over this period of time.

So again, strong top decile performance. I think we were in fact at 1.14th in the S and P 500 in margin for one measure this year. EPS growth, the top decile is 41% and the 1st quartile is 19%. And here we're at 20%. Free cash flow conversion, top decile 29% and we are at 30%.

And forward PE ratio within the S and P 500, the top decile is at 27% and the 1st quartile is at 21%. And we are at 22. So looking at that performance in which 2 indicators are in the top decile, it would seem that perhaps or multiple should also be in the top decile. Just something for everyone to think about and write about if you're so inclined. Now, information services peer group, let's do the same thing because it's a pricey group.

So revenue growth, You can see here 18% for top decile and we're above the 1st quartile at 14%. Our operating margin again top decile EPS growth top decile free cash flow conversion top decile and our forward PE multiple again for the corporation is 22. Again, I think if you look at where we fall in these other measures, you can make a pretty good case that maybe the multiple should be at 25 times. So that's the proposal I'm making to you today. Now looking forward I'm sorry, looking actually backward, We've done pretty well in terms of our performance over the 4 key indicators in the last 5 years.

Our compound annual growth rate on the upper left is 13%. Our non GAAP EPS is 21%. Our operating margin performance, we've guided to 42% to 43%. And thus far this year, we're at 45%. And our free cash flow conversion over 5 years, we take $1 of revenue and we create $0.30 of cash flow, which is half again better than our Information Services peers and 3 times as good as the S and P 500.

Now cash flow generation, you can see here, if you run CAGRs on these numbers, the free cash flow growth is about 12%. Net income growth is about 19%. A little bit behind this year because of some interesting things going on in cash flow generation, but we do expect that these numbers will look like the numbers as the other years when we get to the end of the year. Now one of the challenges we face in terms of getting to that higher multiple is variability. And the ratings business in particular can tend to be somewhat variable and I'll talk about this in a moment.

But I want to take a minute out to talk about what we're seeing in the markets at this moment and give you some idea of how the rest of the year looks. So for investment grade, the month of September and this is U. S. Investment grade, saw $120,000,000,000 of issuance and I think most of you know $100,000,000,000 is a good month. So $120,000,000,000 has been a very strong month.

For the year, we're expecting $1,000,000,000,000 of U. S. Investment grade fixed income issuance, which is up 5%. Now the pipeline is described as very robust. But this week, we've had a peculiar dislocation in the fact that some guy named Bill Gross decided to change firms.

And thus far, we've had relatively little issuance this week. So once bill gross gets settled in, we're optimistic that the bond markets will continue their path of good issuance and the robust pipeline will continue moving. This is a classic case of that we can't control when issuance actually comes to the market, but we know it's there. On the high yield front, dollars 40,000,000,000 of issuance in September, quite strong. For the year, dollars 325,000,000,000 expected.

That's down 5% as some of you had noted. A bit of indigestion in the high yield market in September. And We expect that year to date that will looking forward that will improve a bit. Leveraged loans, dollars 20,000,000,000 in the month of September, expecting $500,000,000,000 this year, which is about flat. And we do note that CLOs have had a very strong year this year, dollars 91,000,000,000 of CLO issuance so far this year versus $58,000,000 last year.

And that has been a 57% increase in CLO issuance, which has been very helpful. And of course, those come from leveraged loans. So taking on the volatility argument, let's see what's going on here. Lot of lines to look at. But what we want to show you is when the rating agency in the green line is having a tougher quarter, We are very much helped by the addition of Moody's Analytics, which is getting big enough to help pull up the growth for the whole company.

So if you look at certain periods the Q3 of 2011, the Q3 of 2012, at those points the rating agency growth was down to negative 2% or 1% or in the Q1 of this year also 1%. Moody's Analytics is chugging log at 16% growth or 19% growth or 15% growth. And what I think all of you are not really realizing is the growth of Moody's Analytics is strong enough to pull the whole corporation up well into the single digits. So during those periods for the corporation, we saw a growth of 3% 6% 5%. So we often see many people writing that, oh, issuance is slow, their growth is going to be negative or their growth is going to be flat.

You have to keep in mind what Moody's Analytics is doing for us, and offset. And Moody's Analytics is getting larger and larger and it's a very helpful business to the corporation as a whole, very strong growth characteristics and the business also would have a very high valuation attached to it because of what it does. So again, we see very good offsets there. So think about that. And what you can also see is when issuance sometimes stalls for a bit in a given quarter, that issuance usually springs back in the quarter following.

So Moody's is a tough stock to buy and to trade quarter over quarter, but the long term view is very good and in fact quite steady. Now why is that? Part of that is because we have a much stronger recurring revenue base than is generally understood. And if you look at the monitoring fees and the price increases for the rating agency in the colored layers And then the gray piece of Moody's Analytics, which is the subscription businesses, these are growing in the high single digit growth rates each year and we'll continue to do so going forward. One of the things we like to say when we meet with investors is, if we didn't rate another thing for a year, the revenue would still continue to grow at around this high single digit sometime we call it 8%.

So that's a pretty good business if you can keep growing at 8% and we wouldn't really have to have any issuance to rates. So that's a very positive trend. Now we take on this issue here of what happens if interest rates move up. And this chart is very important because it challenges the conventional wisdom. And this is one of the more difficult things that we have to deal with.

On the left hand side, we're looking at 2 periods where the 10 year rate jumped almost 200 basis points. In the first case, 93 to 94, the 10 year did jump 200 basis points and Moody's revenue barely dipped. If you look at 90 8 to 90 9, 180 basis point increase in the tenure and Moody's revenue continued to move up. Now at this period of time, the company was much smaller, much more U. S.

Centric, much more public finance driven. And we would submit that it may be hard for the Fed to raise interest rates more than 200 basis points on the tenure in a year's period of time. So we think this is actually a pretty good indicator of what could happen. If we look at the recent past, you can see on the right hand side, We've been talking about increasing interest rates for the past 6 quarters. This is sort of like waiting for Godot.

We've never actually gotten there. We do have to talk about it a lot. So if you look at this, interest rates made their way up to 3% on the tenure. We're back down to 2.5% this morning. But over this period of time, rates have gone up 60 basis points, not insignificant.

And our revenues keep moving up. A little bit lumpy, but they keep moving up. Now what is going to happen to issuance when rates go up? One of the guys I want to quote is a Managing Director who sits in the Debt Capital Markets desk at Morgan Stanley, guy named Wiley Collins. He's an old timer like me.

I've been doing this now for 28 years and he has got some gray hair as well. So I asked him the question, what happens when rates move up? And he said, at 2.75% on the 10 year, issuers will take a deep breath and continue issuing. At 3%, they'll pause maybe for a day, maybe for a week, but then they'll keep issuing. And at 3.25%, they'll pause maybe for a month, maybe for a quarter, but then they'll keep issuing.

So issuers adjust to these higher rates because they've got to refinance their debt books. And we as Michelle has said and Ray has alluded to and Mark Sandy has alluded to, if we see higher rates because of stronger growth, That is not a bad scenario for us. That's a fine scenario. So we'll see how we do. Now the next thing that we want to talk about here is that Revenue doesn't tie directly to issuance, another sort of piece of folk wisdom that we have to combat.

So if you look at the charts here on the left hand side, over 5 years, issuance looks pretty flat. Those bars are global issuance over 5 years. In fact, if you look at the gray grid, issuance during this time is actually down 1%. Yet, thanks to the incredible efforts of my colleagues, revenue is up 13% over that period. So how do we take a flat issuance environment and drive revenue up 13%?

The answer to that is the strength of the brand, the strength of Moody's Analytics in helping us balance the businesses, the product mix and our pricing efforts. So the job of this management team is to drive the revenue line at double digit growth rate or better despite the issuance outlook. And we take that job very, very seriously. Now in the first half of this year, the two bars on the right, issuance has gone up 9% And as I said, our revenue has grown 10%. So we're doing pretty well with this year's progress.

Now capital allocation strategy. We survey our shareholders. You may feel that we survey you constantly, but in fact we do it twice a year. And if you don't respond to the survey, we don't really know what you want us to do. So please respond to the survey.

But what we see is that the majority of holders, 80 plus percent of which are growth and GAAP holders, really would like us to continue to repurchase shares. So we get that. So why are we repurchasing more shares? Because you the shareholders tell us that's what you want us to do. Now what you do not want us to do is make a major acquisition down at bottom.

And you don't want us to reduce our outstanding debt and we'll talk about leverage in a minute. But we are out all the time talking to investors, 300 calls in the past year, 190 meetings, 18 non deal roadshows, participation at 6 conferences. We are out talking with our shareholders and investors all the time and I think we have a pretty good idea of what you would like us to do. And perhaps somewhat remarkably, we try to actually do it. So we have done a pretty good job of returning capital to shareholders, particularly recently.

Our share count over this period of time has come down from 240,000,000 shares to about 210,000,000 210,000,000 shares. And last year, you can see that we returned capital to shareholders in a rather generous way, a little over $1,000,000,000 And you saw that this year, we're guiding to $1,250,000,000 and our current dividend is 1.12 Now looking forward, what do we intend to do with the dividend? The dividend payout ratio is really what is more the governor for us. The S and P 500 pays out 32% of income in dividend. And in the last 12 months, we've paid out about 25%.

Our landing zone, what we'd like to guide to, is about 25% to 30%. Now dividend yield is an interesting problem for Our dividend yield has come down to about 1.3%. That is because we have a rather excellent problem that our share price keeps going up. So given that problem, that's one that I'm happy to have to wrestle with. And we note for the S and P 500 for growth companies, the average yield is about 1.5%.

We have been a little bit on the light side. So come December, we'll look at the dividend and the Board of Directors will decide what it wants to do. But we do intend to be somewhere within these landing zones. And again, it's the payout which is more important to us than the yield. Now share repurchases.

As we've said, we've bounced around a bit here. The 10 year average is about $600,000,000 a year. Last year, we did $893,000,000 of share repurchase. Average price was about $64 last year. And this year to date, As of yesterday, we're just under $800,000,000 of share repurchase this year.

It's about 9,400,000 shares And the stock price is about $84 that we've paid. Now again, we're at $94.60 right now. So I think we've done pretty well. And we're very thoughtful about how we execute on share repurchase. We have a pricing grid we put in place after we do our earnings announcements and we buy back more shares when the price is lower.

We use a tiered pricing grid, which works automatically and it works very, very well. So we're really pleased with that, and we think we can make good use of the extra $250,000,000 in share repurchases this year. We think we have a good opportunity given what we see going forward with our strategic plan and with the market environment. Now let's talk a little bit about leverage. This gets complicated.

Our present rating from S and P is BBB plus and S and P would like us to stay within about 1.5 times adjusted debt to adjusted EBITDA. And right now, we're somewhere in the neighborhood of 1 times to 1.2 times. On July 16, we did a bond deal. We issued $750,000,000 of debt. And we retired a private placement that was to come due next year 2015.

We're very pleased we were able to issue 30 year debt at a 5.25% coupon. It was 6 times oversubscribed and we sold it in an hour, which is an astonishing statement for this company and we're very proud of that. We are able to issue debt and the market is very pleased to purchase our debt. Our bonds are trading at 100 basis points tighter than our first our primary competitor and that is a measure of differences in legal risks between the two companies. Now in order to think about how you want to look at our leverage, there are a couple of things that you have to take into account.

So I'll try to run through this and I'll try to repeat it once. So you start with our debt on the balance sheet. Now according to S and P's methodology this is somewhat mysterious to us. We get credit for 75% of our cash, not 100% of our cash, but 75%. Why is it that number?

We don't know. We have to add back our pensions, pension obligations and our leases. So pension is about $125,000,000 Lease is about $500,000,000 So S and P's view of our adjusted debt might be greater than what you are looking at as equity analysts because you've got to add back pensions and leases and we get a haircut on our cash. And adjusted EBITDA, just take a look at what you think our EBITDA is. And then we have to we also get credit for about $150,000,000 of other things.

And so you take those two numbers and you come out somewhere between 1 times and 1.2 times. We view we have about $750,000,000 of leverage of issuance debt issuance we could do, additional leverage we could put on the company, but we don't want to be right up against our rating guideline. We like having some room to move in case we see something that we really would like to do. But we are comfortable continuing to issue debt, and we are comfortable buying back shares. So we think we're managing the capital allocation process quite well.

Our shareholders tell us that they're pleased with it. And again, you're seeing fewer shares, A little bit more debt and we're very mindful though of our rating and we intend to stay comfortably within that rating guideline of 1.5 times. So, the key messages here again, very strong performance in the first half and over the last year. Stock price up 35%. We've diversified well.

Moody's Analytics is a nice offset if the rating agency is having a tougher quarter. And we think we've been pretty generous with our return of capital to shareholders. So now I want to change focus a bit and talk about our Copalamba business. So the Copalamba business is one that has performed very, very well for us. The return the IRR on this business since we bought it in 2011 and I've tracked this very closely is in the low to mid-20s.

We're very pleased with this business. And we had purchased 2 thirds of it. We had a very complicated ownership situation with the founders who built this business from nothing. And we've decided that it's a good use of our offshore capital to buy back in this business. Now you'll note we haven't told you what the acquisition price is going to be because we don't really know.

This is all determined formulaically, but it is slightly we expect slightly below $200,000,000 And we'll let you know more about that as we get there. So again, offshore cash, which is a very efficient thing for us to use. And the deal will close sometime in December. Now for those of you who haven't really dialed into Copalamba. What it does is we have 2,700 employees generally based in India who do research support for Investment Banking, pitch books and also for Equity Research.

Most of you actually make use of these businesses right now. And most of our employees in India are CPAs, CFAs and MBAs from the top schools in India and they are very highly qualified employees and they're doing a really good job working for the big banks. They're connected to them by T1 lines. So what we find is that bankers can talk to their teams in India, give instructions and have a pitch book sent back to them over email or the in house system for the next morning and it's very efficient to work with your team in India, which is considered part of your normal team. If you're doing equity research, you can have a specialty team or you can have a person by person team to support you.

And Many of you will be making use of AMBA as you write up your research notes about this meeting today. And We think that these guys have done a great job and the penetration in this business continues to increase. So the opportunity here for us is that Copalamba is 2nd largest player in the 3rd party pure play knowledge process outsourcing business. If you look to the left, there are 3 ways to run this business. 1 is you use a third party.

The second is you have sort of an integrated in the middle model and a number of companies have captives. For banks, having captives is an increasingly bad idea because you've got to count the headcount against all of your allocations and your ratios. And generally, it's an inefficient model. Most banks frankly should not be in the business of running 3rd party outsourcers in India. We can do that really quite well.

So what you see on the right hand side is that Copalamba is the number 2 in this space. There are 2 other competitors who are sizable. But there's a real opportunity for consolidation in this space because there are many smaller companies who are taking part in it. So it's consolidated at the top, this type of business. We are definitely amongst the top 4, in fact, number 2.

It's very fragmented at the bottom, so plenty of acquisition opportunities for us. And we do see opportunity to consolidate further. In a business that's already growing at very Moody's like growth rates, that would be double digits plus and has very attractive margins. So we like this business. We are going to buy in the rest of it, and we think this is a great way to support our expansion in India.

We do have more than 100 of these employees working with us in shared services to reduce our own cost base and that has been going very, very well. So with that, while we're on the acquisition front, I'm going to invite Dave Platt up who will speak a little bit more about what we're doing on that front. And then we'll take questions on all of this once Lisa has explained the mysterious process of compensation. So Dave?

Speaker 20

Thank you, Linda. Good morning, everyone. To start, I am very pleased to report and we have been very busy the last year and have successfully executed several strategic transactions. Taking things in order, 1st December, we acquired Amba Research through Copal. Copal Partners now Copal Amba, which added scale and capabilities in Investment Research and Asset Management.

2nd, in June, We acquired majority control of ICRA to let us be an active participant in the growth of the Indian Debt Capital Markets. 3rd, in July, we acquired WebEquity to further add scale and capabilities to our growing ERS risk management business. And finally, as Linda just said today, given our outlook for Copelamba and our growth efforts generally in India, we are pleased to have reached an agreement to now own 100% of the company. Our approach to M and A is straightforward. We use M and A as a tool to selectively expand the market and revenue opportunity for the company.

We look for high quality content and solutions that leverage the strength of our brand, our global reach, and deep credit and risk expertise. We have a great core business and deals have to clear a very high bar. Every deal must have solid industrial logic and the numbers simply must work. In short, we use common sense. We ask ourselves, Are we defending and enhancing our core ratings business?

Or and and are we investing in growth where we can improve or expand our market capability. We estimate that Our core market opportunity is about $18,000,000,000 Obviously, the other rating agencies, Economic Information, Structured Finance, Enterprise Risk Management, knowledge process outsourcing and training and certification. In our core markets, we have had solid organic growth, successfully executing transactions to add scale, new geography and capabilities and are actively looking for new deals. We estimate our adjacent market opportunity to be approximately 27,000,000,000 There we see indexes, pricing and reference data, information for small and medium sized enterprises, SME, bank financial information, insurance and real estate analytics and consumer credit. So generally speaking, we keep an open mind and think about potential opportunities that could or might make sense Each deal is strategic and met our investment requirements.

Again, we're very happy to be acquiring all of Copalamba. We like the business. This was as a contractual matter our first opportunity to gain 100%, so we took it. We have offshored work to Copalamba. This has gone well and we will continue to do so.

Amba Research, it added scale to now what we call Copalamba, provided diversification and again added KPO capabilities serving Investment Management in Investment Research. The integration, which was begun immediately has gone as planned. We achieved majority control of ICRA. So we're committed to India and we wanted to be more than a financial investor at 28.5 percent ownership. So majority control lets us actively participate in managing the business and realizing the growth opportunity that we see in India.

We acquired WebEquity. It strengthens ERS's leadership position in providing analytical and workflow solutions to small and mid sized financial institutions. And as was discussed, we very much like their SaaS model and cloud based delivery capabilities. So making a few comments on our acquisition approach. First, we have multiple financial screens to make sure that we are using our shareholders' capital well.

Obviously, we're looking for IRRs in excess of our cost of capital. We're looking at returns on an unlevered basis. We look at cash on cash returns and bottom line across all these methods and others, the numbers need to work. 2nd, the transactions need to be strategic. Again, we look for opportunities that offer standard to our essential information, the ability to clearly leverage our brand, global reach, data and analytics expertise and line up or logically expand our financial services oriented customer base.

At the bottom half of the page, 3rd, We actively monitor and watch what our peers are doing. We recognize that our peers may transact more frequently. We think about what they're doing, but our approach is to stick to our knitting. In short, we transact carefully and we believe based on how the company is doing in the marketplace, we are doing just fine. Few observations here.

Again, selective, but increasingly active. We spent over $1,000,000,000 since 2008 now including our commitment to acquire Coquilamba, which will close in early December. So far this year have looked at well over 40 or so different opportunities with varying degrees of intensity. M and A is helpful to contributing to revenues, but we are careful. The information sector as we all know is expensive and that is particularly true for quality and scale assets.

We have an active dialogue with the market, with bankers, other intermediaries. Obviously, where possible, we like to try and transact on a confidential and proprietary basis. We have no size targets. Generally, we do what makes sense. We've generally transacted in the middle market.

The size matter on the margin given our size and how we've grown, we would like to find slightly larger deals. Among other things, We tried to deploy our offshore cash. Bottom line, we are and will continue to be in the market. In terms of transactions and how they're doing, overall, the early returns for our recent acquisitions are all good. At WebEquity, the integration into ERS is underway.

There's been solid collaboration with our new colleagues And we have gotten very strong feedback from our customers about the combined capabilities of the organization. We are obviously busy in India. The Amba integration is on track and doing well. We have teams working with ICRA management. Our shared goal there is to deepen connectivity and opportunities for collaboration.

Finally, our post acquisition approach is straightforward. We integrate as quickly and as practically as possible. We make sure that we keep what makes the business special. We actively monitor and analyze performance. We make sure that we are in front of potential issues.

And we understand and learn from each experience to do better. To sum up, our business is solid and so the bar for acquisitions is high. We have an active M and A program and we're in the market. We're busy. Our mission and common sense guides our approach to M and A and how we will transact and we are careful and thoughtful with our shareholders' capital.

Thank you. And I'll turn the discussion over to Lisa Wesley.

Speaker 21

Thanks, Dave. Well, good afternoon, everyone. I'm very pleased to round out today's prepared remarks by demystifying a little bit of our compensation programs. Basically, I want to concentrate on how do we incent management and everyone else at the company to deliver the business performance that you've seen and the business strategies that we've set before you. So as a reminder, Moody's compensation structure has 3 components.

There's base salary. There's an annual cash bonus. If you're a salesperson, you get a commission. And then we also have forms of equity. As many of you likely recall compensation expense is roughly 65% of our total expense base.

And within that, 11% to 15% of that is incentive compensation. So if you do the math, incentive compensation accounts for roughly 7% to 10% of our total expense base. All right. So in terms of incentive comps specifically and that's what this slide focuses on, talking about annual cash bonuses and equity. We offer 3 different types of equity.

We have restricted shares for the majority of the population And then we offer a combination of options and 3 year performance shares to what we term the top 50 at the company. And that's basically the 50 most senior managers at the company. So let's start with annual cash incentive. How do we determine how much money to make available to pay our bonuses each year? Well, that really depends on who you are and what business you're aligned with at the company.

So in the top table, you can see the NEOs and other direct to our CEO. This is basically the C suite. You can see the metrics there. Funding is based upon our performance against targets that the Board sets for us and I'll take you through an example of that in a moment. And then the other folks Underneath the C suite, you can see the various metrics there aligned by business area.

In terms of equity, again, the top 50 participate in this performance share plan and you can see the various metrics there and how they differ depending on what business people are aligned with. Now these charts are basically the same information you just saw, but that shows the mix or the weighting of the various metrics and how those roll up to our various funding. Important thing to note on this chart is that all of our funding is subject to both threshold and both threshold performance and is capped. So that's best practice in compensation world. So if we don't meet a certain minimal level of performance, we do not pay bonuses, where our bonus plan doesn't fund.

That actually happened in 2 1,008 as we went into the throes of the financial crisis. So our thresholds are meaningful. We also cap. And so after a certain level of performance, people can't earn anymore. And we believe that that's useful.

So it prevents people from bedding the ranch for a short term gain. They're not going to get anything more as a result of that. I'll also point out the yellow bar in the chart. You'll see that's for our people in compliance and credit policy. Their bonus funding is actually not performance based company performance based.

That plan funds automatically And then each individual receives his or her payout based on achievement of their personal objectives. We do this so that we can help manage any potential conflicts of interest given what the compliance and the credit policy people do here at the company. For the top 50 that I mentioned before, we also have a modifier. That modifier you can see in the last bullet point here can increase funding by up to 10%, but it's based upon that we do every year. It's a blind survey and we look in terms of how are we doing versus our competition.

Okay. So we often get questions in terms of how does the accrual process work for incentive compensation. So we've put together here what I would say is a very simplified example. And so it is illustrative. I wouldn't walk away saying this is how our plan works, but it gives you a sense of how the math will work.

So let's talk about the base case. So at the beginning of the year, the Board sets our objectives. And in this instance, they've set an objective for us to achieve $400,000,000 of operating income for the year. Further, we say how do we think that income is going to come in over the year. And in this example, we think it's going to come in evenly every quarter.

What our plan says is if we achieve $400,000,000 in operating income, The company will make available $40,000,000 in order to pay out bonuses. And then again, each individual will get his or her portion of that bonus based upon how they've achieved their individual objectives. So the Q1 rolls around And we ask ourselves a few questions. We say, are we still on pace to deliver the $400,000,000 The answer is yes. We also say, are we still on pace in terms of thinking expecting that that operating income is going to come evenly over the year?

The answer to that is yes. We're a quarter of the way through the year. So we accrue a quarter of the bonus amount of the 40,000,000 So we put up an accrual of $10,000,000 for the Q1. 2nd quarter rolls around. We go through the same process.

We ask ourselves, Are we still on pace to deliver the $400,000,000 If the answer is yes, we then say, are we still on pace to get to achieve that evenly over the year? If our answer to that is yes, we say, all right, well, how much of the $400,000,000 have we achieved during the first half of the year? This example, we've achieved half. So therefore, we have to put up make sure that our cumulative accrual is half of the 40,000,000 that we're trying to get to in terms of bonus funding. So that's how it works.

It seems fairly straightforward. So let's go to scenario 1 now. Say we're at the end of the first quarter at the end of the second quarter And we say to ourselves, well, do we expect to reach $400,000,000 And actually, we say, no, the business is doing better. We expect to achieve $440,000,000 Well, the way our plan works, it says if you achieve $440,000,000 we will pay out in aggregate $60,000,000 in bonuses. Now while the other assumptions are the same, we expect that we've achieved half of the $440,000,000 after the 1st 6 months of the year.

Therefore, we need to have accrued half of that $60,000,000 bonus pool. We put up an accrual of $10,000,000 in the Q1. So now we have to put up an accrual of 20% to get to the 50%. Pretty straightforward. In scenario 2, it's the opposite.

We hope never to have to deal with this scenario, but unfortunately from time to time we do. In this scenario, at the end of the second quarter, we say, are we still on pace to achieve the 400,000,000 And we say, unfortunately, no. We actually think we're going to fall short. We think we're going to deliver $380,000,000 by the end of the year. And therefore, our bonus plan says, if you only deliver $380,000,000 you only get $30,000,000 to hand out bonuses.

So in this example, we've already accrued $10,000,000 We need to get to half of $30,000,000 or $15,000,000 So in that quarter, we only put $5,000,000 So the most important takeaway from the slide is the last bullet point. When we change guidance, That's often a time when we're going to be changing our accruals. Another point here is, Now that you understand this very well, it's essentially impossible for you guys to model this. You just don't have enough information in terms of how our plans work. So my recommendation would be to go back to the 7% to 10% of our total expenses.

Is really where incentive compensation is. If we're raising guidance, it's indicating we're doing better than we originally expected. So we're probably on the higher end of that range. And conversely, you'll know when we're on the lower end. Okay.

Back to equity briefly. In terms of the performance share plan, I showed you the metrics before. These are the weightings of the metrics for the top 50 folks. And again, the funding here is subject to thresholds and caps. And for equity, we also have a dollar maximum that any individual can earn in any one year.

All of that is considered best practice. This slide is meant to illustrate how all of our metrics work together. They reinforce one another in order to ensure that we're aligning management's incentives with shareholders' interests and also working together to achieve the various strategies that you've heard about. Our metrics also span 1 year, 3 years 10 years. And so not the metrics, but the options span 10 years.

So we feel that we have an appropriate short term, medium term and longer term structure so that we're not making short term decisions, but that all of our business decisions are equally balanced. We are also effective stewards of the company's stock. The Board routinely benchmarks compensation including equity compensation with our proxy peer group. And also we monitor our share utilization. So you can see in these charts here that over the last 3 years, our share utilization has run between the 25th and the 50th percentile of our proxy peer group.

So we're not overpaying with stock. To further reinforce our alignment between management and shareholders, We do have stock ownership requirements. Our CEO is required to hold 6 times his base salary in Moody's stock. The rest of the C suite are expected to own 3 times. What's not on this chart is that top the rest of the top 50 are each required to own one time their base salary.

And then finally, our independent board members are required to hold 5 times their cash retainer. I'm pleased to say that all of our NEOs hold substantially more than their requirements here and each of our Board members is in compliance with the guidelines. So to finish up, some key messages I'd like to leave you with. First, our compensation plans are directly aligned to shareholders' interests. We have robust independent governance around our executive compensation.

Compensation is routinely benchmarked with by an outside independent compensation consultant that reports directly to the Board of Directors And our comp is also in line with that of our peers, our proxy peer group and also the financial services industry in general. And finally, I guess what I'm most pleased about is shareholders seem to like what we're doing. They approved our executive compensation programs with a 95% favorable vote this last April. So with that, I'm going to turn it back to Sally and we'll be open for questions.

Speaker 1

Okay. 2nd to last opportunity to ask questions, although as you know I'll always take more. We'll go with Peter first here on the front. Just one second for the microphone please.

Speaker 12

Thank you. So Linda, you've talked in the past, I think about mid-forty percent operating margin target. And I'm wondering in the context of the better numbers you're seeing from Moody's Analytics or the more optimistic expectations there if you're Now thinking a higher number than mid-40s.

Speaker 19

We have said low to mid-40s and I think we're going to stick with that. We are pleased that Moody's Analytics is going to be focusing on its margin profile. But I think as Mark and Steve said, it's going to take us a couple of years to get there. So we're pretty pleased that we're performing in the mid-40s level at this point and we'll see if we can do a little bit better, but we expect it to be incremental from this point. We're going to stick to that mid-40s number.

Speaker 12

So we should think about the ratings business basically as optimized at current levels?

Speaker 19

I don't think Michelle would ever view the ratings business as optimized. He's a pretty tough taskmaster. We're always looking for efficiencies and those are some of the things that we're thinking about now. So we will continue to try to do better in that business. But we had said low to mid and we find ourselves in the happy circumstance of being at mid right now.

So that's a pretty good achievement. And we are investing very heavily in the businesses both the Ratings business and Moody's Analytics because The core businesses are terrific businesses. And job 1 is really making sure that we're investing sufficiently. One of the things you can see the investment in research is frankly paying off in spades given how Mark's RD and A business is performing. The heavy lift there is being done by Michelle's team in the writing of the research.

So we are investing and we're seeing good results from that. But I think we're going to continue on that balanced path rather than trying to do a whole lot better on the margin line.

Speaker 12

Yes. One other thing. The on the buyback, so you're well above Sort of the run rate numbers of recent years based on what you're doing in 2013 2014 Investing more than your free cash flow. So in the context of the what you discussed about the how you're thinking about the leverage ratio, Should we anticipate then that perhaps the pace of buyback activity has to slow in 2015, 2016 to normalize things?

Speaker 19

I don't think We're thinking that way Peter. I think the landing zone that I showed is $750,000,000 to $1,000,000,000 And I think we're comfortable in that range. We're going to have to look at what competing expenditures we're making in a given year. If for example Dave had a heavy shopping list and found a number of things that we needed we might dial back a bit. But as kind of a base case, I think we want to look at that $752,000,000,000 number, which has moved up from what we had said last year.

Speaker 1

Okay. We'll come over here to Manav.

Speaker 10

Thank you. Just in terms of the M and A opportunities, clearly it sounds like you guys are still finding the mid market type deals. But as you guys grow bigger like what are your thoughts or visions around entering an adjacent I guess line item that you turn to Moody's Analytics which should get you some sort of a larger acquisition in there?

Speaker 20

The way that we've we generally think about things are sort of first we have plenty of things that we can do Manav in the core markets. There are opportunities that folks I think are aware of. Indexes is an example where there's the prospect to consider moving to adjacent markets. And we sort of actively think about where we could also go over time. On the other hand, again, the core business is so strong that to prospectively impose very large scale diversification, which our shareholders are not have indicated that they're not supportive of is something we're mindful of.

So I think generally speaking we're going to continue to be on course to find opportunities For selectively for the rating agency and then across Mark's and Business and Linda and Copalamba. And then we will continue to sort of study what in the adjacents area would be an opportunity where we thought we could really bring something special as a strategic buyer and see if that makes sense.

Speaker 19

Manav, to follow-up on that, we probably could handle a larger deal size. But the fact is there's kind of a barbell effect that most companies are private companies and their value might be sub $500,000,000 or they become very large public companies. And while with our market cap being $20,000,000,000 now perhaps we could step up to that level. That's not a place that we've chosen to go. We don't want to bet the ranch.

And again, we have really terrific core businesses. So there are places for us to step out. You heard Mark and Steve talk about regulatory risk. We can, for example, extend that to insurance and there are some other things that we can do in that space insurance risk reporting. Dave mentioned the index businesses, which are trading at nosebleed kind of multiples.

We're not really interested in giving ourselves nosebleeds around here. And we think that buying an equity index business is really questionable for us because we're a fixed income shop. So if we look at that, we might want to think about that from a greenfield perspective. And the fixed income area, of course, is more interesting to us. And the fixed income area, of course, is more interesting to us than the equity area.

But we would have to see. We don't have any synergies because we're not in those businesses right now. And I'm not sure that paying an astronomical price is really the thing that we think is a very smart thing to do.

Speaker 1

Okay. A lot more here. I'm going to go to Doug.

Speaker 5

Linda, just going back to Copel Ambo for a second. The KPO addressable market, where do you think obviously, you feel pretty good about the market having done this transaction. But where in sort of the life cycle of that market are we right now? Do you still think it's early stage? Do you think it's maturing?

Is it slowing down in terms of the addressable market? Thanks.

Speaker 19

I guess if we'd keep the Yankees, Derek Jeter Baseball theme, we're probably in the 3rd or 4th inning. All the banks are under tremendous pressure to increase their returns on equity and to reduce their costs. I think a number of the banks are looking at whether running captives really make any sense for them. And if you can take advantage of pretty terrific service and a strong labor arbitrage, a lot of the banks are looking at that. It's no secret the investment banks are having a hard time holding on to their junior employees.

You see the phenomenon of reduced hours and increased compensation. One of the initial inroads that we have with many players is to provide weekend service, so that their analysts in the major financial centers are able to take some weekend time off. So those are the types of things that we're able to do and we see that is greater comfort with the outsourcing model. We are doing very high end work. This is analytical work.

This is not data loading. This is really doing valuation and analytical work and really doing it in an outstanding way under very careful circumstances regarding confidential information and things like that. So we see that there's a lot more room to run-in this business. I've done quite a few of these marketing calls with many of the major firms myself and those are very robust discussions that we're having. And I don't think I need to say too much about the state of the equity research part of the business.

We see that as an opportunity as well.

Speaker 1

Okay. We'll come up to the front row here and maybe we'll start with Rishi and then we'll move to Alex.

Speaker 15

Thank you. So as the proportion of your revenues and earnings from other adjacent and ancillary businesses grows. How do you sort of manage conflicts of interest? And do you see regulators focusing more on conflict of interest concerns I. E.

You providing more businesses to companies you rate? And similar to what happened to the accounting firms in the late 90s 2000s, do you see more regulatory scrutiny on your ability to transact and conduct business with in these adjacent areas? Thank you.

Speaker 19

Rishi, since I'm sitting here, I'll take an initial shot at that and then I'm going to ask for a lifeline to one of my colleagues here from either Ray or John from the regulatory area. Back in I believe it was 2,007, we separated the company into the regulated part of the business, which is Moody's Investor Service. And then, we also created the Moody's Analytics business, which is generally not regulated. And we are very serious about that separation. In fact, the employees can't access each other's areas of floors.

We generally have separate floors in this building. We're very cautious about ensuring complete separation of those activities. But in addition to that, maybe I'll toss it over to Ray or John to see if anybody else would like to take a shot

Speaker 3

at that. Sure.

Speaker 19

Okay. Ray will have more to come.

Speaker 1

Just a friend here with Alex. And for those of you on the webcast, what Ray said is that he'll address further when he is up here in a short while.

Speaker 9

Just coming back to the M and A discussion from earlier. I don't know if you addressed this, but can you talk about The appetite to also scale up on the rating side a little bit. I mean, I don't know how specific you want to be, but obviously there's been some news around DBRF. I don't know if you can talk about antitrust considerations you would have or something like that might actually make sense. And then very quick for Linda, The €5,000,000 on the euro that was just revenues.

How would that impact the bottom line?

Speaker 19

Go ahead.

Speaker 20

So on the rating agencies side, I'll sort of bifurcated as follows. We spend a fair amount of time with Michelle's team Trying to evaluate opportunities particularly in the emerging world. India obviously, There are other regions where we've been spending a fair amount of time thinking. The opportunities are obviously smaller. There are smaller entities.

Some of them are privately owned. But the and the point of view we take is that that's sort of a long term process as those debt capital markets and economies develop. So that takes a fair amount of our time. And really the bottom line is look for opportunities there where we can find them, where others aren't or we have we're bringing edge and think we can be a good collaborative partner. On the larger scale, there's others.

It's obvious that DBRS is in the market. Clearly, regulators will take a look at that and the real question for us And for any of our other peers looking at that would be what's the relative overlap and whether or not that makes sense from a synergy or dissynergy perspective?

Speaker 19

Yes. It's Alex. I think to echo what Dave said on any of the Ratings acquisitions, I think the question you'd want to ask us and ask Ray and Michelle is what is our coverage of the entities rated by that company already? And if it's 100%, we're taking on expense for no purpose. So I think we would have to think long and hard about whether we would want to do something like that.

The $5,000,000 that I talked about if the euro moves probably would be $0.01 or so If that happens, but it depends on how the rounding works. It's not going to be a lot.

Speaker 1

Okay. Looks like we have time for a couple more. So I'll go to John here up in the front.

Speaker 5

Thank you. Linda, it's a question for you. Value of the Copal put call was raised by about 50% when the Amba acquisition was made. And now that you're acquiring the rest of Copal, I'm assuming you're not paying for AMBA twice as a result of the increase in the put call. So I was just wondering if you could explain what was going on with that?

Speaker 1

Dave, did you pay attention to that?

Speaker 20

Yes, I paid attention to that. Maybe I'll sort of answer it sort of in this direction. No, we are not double counting or double paying for

Speaker 19

We don't like to buy bridges twice here.

Speaker 20

And in fact, when we did the Amba acquisition, there were really in candor 2 transactions. There was 1, the process of buying Amba and then there was 2, the process to re architect the original shareholder agreement to make sure that the economics were made sense I. It's bought for X and it's accounted for X as we go through. And then it the formulaic valuation that is was contractually agreed upon between the parties. And so it was logical looking at then the increased value of the business.

So that's in terms of recalibrating the agreement, we took pains to do that. So we really we only and we also again had to engineer other mechanics around attributing part of the cost to do it to the minorities. So in short, no double counting and the put call to buy the remaining minority interest reflected that value and not more.

Speaker 1

And I think we had a few other hands back over here. Can we get a microphone over?

Speaker 13

Thanks. You mentioned 2 things. 1, the repurchases It's higher than a year ago. I guess you talked about some of the puts and takes, but is that a different view on M and A or a different view on the leverage model are just a result of the feedback from shareholders. I guess why is the view different?

And then as it relates to the guidance, The outlook for the non U. S. MIS came down. Is that currency related? And I guess as well just broadly what We can see the segments, but or the breakdown of your guidance, but what really changed in your outlook, I guess, in terms of the guidance increase?

Speaker 19

On the guidance, I'll regarding the MIS question, I'll defer either to Michelle or to Ray. I'm not sure that we see the increase in share repurchase as a change in the M and A outlook view, but rather we want to make sure that we have an appropriate leverage level on the company. And we would like to be above 1 and below 1.5. So we have some opportunity there to make sure we've got the leverage right and to apply some of the very strong operating cash flow that we have back to capital allocation for the shareholders. So I think it has much more to do with that.

It also implicitly is a view on our thoughts on the attractiveness of the share price now and in the future. Again, we've talked about the confidence we have in this business and we're really pleased with how the company has been executing. So we see that as an opportunity now and going forward as well. And as Dave said, eternal vigilance on the M and A front, But we don't like auctions. We don't like to overpay.

We want to make very sure that we're hitting the right strategic areas. And we're really thoughtful about what those are. We don't want to go into unknown businesses. We don't see that as a wise thing to do. And we have very, very disciplined approach as Dave has outlined.

Maybe I'll let Ray or Michelle speak a little bit about the MIS change.

Speaker 3

Session of Q and A. As far as the MIS outlook, I think that's really 2 drivers. A little bit more softness in Europe for the rest of the year than we had anticipated earlier. And related to that is FX and The weakness in the euro as against the dollar. It's not large movements in either case, But the 2 combined were influencing our outlook for MIS.

And on the flip side, you see the strength in the U. S. Economy and the growth there and the continued robust debt issuance. So that led to a more optimistic outlook for the U. S.

Just before we move on to whatever the next questions might be, I will be happy to try and answer The question that was raised a few minutes ago about the diversification of the business, the diversification of our revenue streams from the customers that we may have historically had rating relationships with? And what does that mean in terms of managing conflicts some interest in drawing regulatory interest potentially. And I can't presume to speak for regulatory authorities, but what I would urge authorities to think about is really a 2 part Question. The first is whether the total fees we are receiving from any given source are growing as a percentage of our total revenue. So is any one source of revenue becoming more important to Moody's in terms of our overall profile.

And I can tell you that the largest sources of revenue that we have single sources of revenue are a very, very low single digit perhaps fractional percent of 100. So we have no revenue concentration. The second question then is, well, if there is little revenue concentration, Would you rather have all of the fees we are getting from an entity come from a rating fee or from a series of rating and non rating fees. And I think it actually protects the business to diversify those revenue so that the rating fee is not important is not significant for the individual institution relationship with Moody's and is not significant as a part of our overall revenue profile. Answering those two questions, I would actually think frankly, we should be encouraged to continue to diversify our revenue streams from institutions around the world.

So that would at least be my argument to regulatory authorities if I were to ask the question. Let me see what other questions we might have either for the team here or myself or other colleagues. Manav?

Speaker 10

I guess just one for you Ray. With the legal and regulatory pressures having subsided quite a bit over the last 5 years or so, where are you most focused now today? And what's your next worry in terms of what keeps you up at night? Where is your efforts focused on today?

Speaker 3

What keeps me up at night from a regulatory perspective or just generally what keeps me up at night? I think the most probably one of the more interesting questions for our business globally is really looking at how developing markets, developed emerging markets, the bond markets, the debt markets around the world are going to evolve. Are they going to evolve in a manner in which risk is permitted to be revealed in the market, whether it's through distress, insolvency, bankruptcies Or are risks going to be socialized, absorbed by the banking system, ultimately absorbed by the government and the taxpayers or are firms going to be permitted to in distress be permitted to fail. For the rating side of our business, it's absolutely essential that failure results in loss to investors. Otherwise, what's the point of a credit rating really?

If an insolvency is absorbed ultimately by taxpayers, There is it's really more of a beauty contest for credit ratings than anything else. That also has implications for risk management, risk measurement practices on the Moody's Analytics side of the business, where again the greater the sensitivity around risk, the greater the discipline around managing risk, the more beneficial for the development and sale of our risk management platforms. Similarly, the research that we provide, the insight that we provide has to relate to something in the real world, what's going wrong, what's going right and how does one predict that and assess and analyze it. So Really the evolution of markets that are in their at best adolescent stages of development is I think one of the more interesting questions for the company over the long run looking out over the next decade or so. Yes, John, wait.

I have to get a microphone.

Speaker 5

Thank you. Ray, question for you is, can you give us some instances or maybe Michelle, you could give us some instances in the last say year or so that Moody's has consciously maintained ratings discipline at the expense of market share?

Speaker 3

Well, I mean the areas where it's probably most evident would be in the securitization markets. It comes to the floor more quickly. It's more readily identifiable. And in that area, just to give an anecdote, I would point to where we have been rating the senior tranches of securities in different categories of asset securitization, But not the mezzanine and the junior tranches, because our views have been more conservative and so our competitors have more flattering ratings for mezzanine and junior tranches. And as a result, the rating requests are restricted to the senior tranche.

So and that will change from time to time. There are areas where we have more optimistic views. There are areas where our competitors have more optimistic views. There's nothing wrong with that. That's actually exactly what should be happening.

What we need is for the institutional investor community to demand the highest quality views and for the selection of rating agencies to be driven by The institutional investor, the buy side who is making the decision rather than the issuer who Naturally and obviously we'll want the most flattering opinion it can get. Yes, sir.

Speaker 22

So it was very interesting to hear about how Moody's Analytics has embedded itself in the risk management function of financial institutions. And I wonder if that portends a broader penetration of the business of helping Financial institutions cope with an ever growing regulatory hydra. 1 reads about JPMorgan hiring 5,000 attorneys at a clip. The Moody's has been known to employ 1 or 2 attorneys. And I wonder if that's a strategic initiative for the company.

Speaker 3

Well, first of all, I look forward to the day when other institutions can have all of our attorneys. That would be fine. And your question is important because there are going to be additional opportunities coming from regulatory expectations, regulatory mandates around the world. As the whole risk infrastructure, risk management patience rise, there are going to be new demands, new rules, new regulations that firms are seeking to comply with. Where we view our opportunities are in the areas that relate pretty closely to where we are already.

So I don't see us going into the outsourced attorney business in order to provide legal services. But for risk management, credit risk management obviously, but also you hear our expansion into other areas of asset liability management, liquidity, risk management, etcetera, we see very clear opportunities there. And the filter that we really want to put these opportunities through among other filters are whether there's an opportunity if we're to become a standard. And so that if we are used by 5 institutions, it's more likely that we're going to get used by the 6th, 7th and 8th institution than if we were new to the market. So we don't want to we don't look to be in businesses that have what the economists will call negative networking effects.

We want to be in the part of the market that has positive networking effects. And that's why the regulatory driven aspect of risk management is so interesting to us, because Once what we provide to institutions is an acceptable standard from a regulatory overview perspective, That is something that other institutions are naturally going to want because they're seeking to clear the same hurdle that the first institutions were. So that's at least a little bit of color on how we think about parts of the Moody's Analytics business. Yes. Right.

You have

Speaker 11

to

Speaker 23

Has your mix shifts within Moody's Analytics and MIS, is it reasonable to believe that the pressures on Moody's Analytics margins are going to be upwards And they'll be downwards on MIS as the developing market becomes a bigger and bigger part?

Speaker 3

Yeah. It is that is one of the components of looking at margin contribution. And my colleagues have been very articulate in talking about margins, I think. But we have a lower margin business Moody's Analytics, we have a higher margin business in the rating agency. Even as Moody's Analytics increases margin, To the extent that it is a faster growing business than the rating agency, we may not see margin expansion.

So there is the question of relative pace of growth between the higher and lower margin business. Now we have expectations for Moody's Analytics to grow more quickly than the rating agency. And Moody's Analytics to date has met our expectations, but the rating agency has exceeded our expectations. So that's a very good problem to have. But then we get into questions within each business about mix And that's what makes this a more challenging question to answer definitively.

If what we're seeing from Moody's Investor Service is a lot of repeat issuance, increased leverage coming from corporations and banks and municipalities that we already rate, already have teams following, already know well, that's a high margin business and we probably would see margin expansion coming out of the rating agency. If our growth as you posit is more associated with the developing markets and where we have to put in more new personnel and it's more 1st time ratings and there are the bricks and mortar costs of expanding in new jurisdictions, that's going to be more of a drag on margin. I think that's a very high quality business. That's the kind of business we want to get because in the long run, it's going to be a contributor to Top line to profit and to margin, but it would act over the short to medium term as more of a governor on margin expansion. I think we've got a question over here.

Speaker 8

Can you talk about price increases in the ratings business philosophically over a long term time horizon? And The pushback that you receive from customers with regards to price increases and perhaps how those conversations has changed over the last 5 years?

Speaker 3

Sure. And I may ask Linda to weigh in a bit on this also because she has responsibility for our global pricing in her area. But as an opening statement, certainly we are looking to price for value And we get the least pushback from issuers where there is an obvious demonstration incremental value, whether it's through the predictive content of the rating or the marketability of the bonds that an issuer has in global markets. There is a variety of ways for us to be able to demonstrate enhanced value. We also do have increasing costs associated with regulation being a regulated entity.

Regulations in many markets are in their early stages, less so in the U. S. And Europe, but as we move into Asian markets, Latin America, Middle East, those are in more informative stages. And we do look to price for cost where we have increases in cost. So the approach is not to price with an expectation that we must avoid all pushback, and to be persuasive around that.

Linda, I don't know if there's anything else you wanted to add on the pricing side?

Speaker 19

Yes. I think we think about this and our strategies are informed by Michel's thoughts on this and his colleagues. We're really viewing it as very important that we have coverage of the greatest number of ratings and the greatest number of entities that we can. So in our minds coverage will always trump price. But Michel said something that was very important earlier that I'm not sure that everyone assessed, which is we had quoted 1 Capital Markets Desk as saying that it's a 30 basis point differential if a company goes out unrated.

We've even heard numbers as high as 50 basis point differential if a company goes out unrated. And the cost of a rating is generally 5 to 6 basis points. So for that is a pretty strong indication of value in the marketplace for what we're doing. And it does give us some ability to think about price constructively. But we're looking to have very long term relationships with these issuers.

And we want to make sure, as Ray said, that the nod is always to value and coverage rather than to price. But the service we provide is a very important one to companies as a whole.

Speaker 3

We have now overrun our time and we are we do want to be respectful of the fact that you all have other things do besides listen to us. I want to thank you very much for joining, everyone who's able to join either in reality or virtually. I want to thank my Moody's colleagues for their presentations today and in particular the Investor Relations team who did all of the work to get this organized, very much appreciated by me and I'm sure by you. And look forward to speaking with you again next year and to speaking with many of you in between now and next year.

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