MOODYS CORP /DE/ - Quarter Report: 2019 March (Form 10-Q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark one)

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

For the quarterly period ended March 31, 2019

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

For the transition period from to

Commission file number 1-14037

Moody’s Corporation

(Exact name of registrant as specified in its charter)


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

7 World Trade Center at 250 Greenwich Street, New York, N.Y.		10007
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code:

(212) 553-0300

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

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months, or for such shorter period that the registrant was required to submit such files. Yes ☒ No ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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


Title of Each Class		Shares Outstanding at March 31, 2019
Common Stock, par value $0.01 per share		189.6 million

MOODY’S CORPORATION

INDEX TO FORM 10-Q


		Page(s)
	Glossary of Terms and Abbreviations		3-9

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements		10
	Consolidated Statements of Operations (Unaudited) for the Three Months Ended March 31, 2019 and 2018		10
	Consolidated Statements of Comprehensive Income (Unaudited) for the Three Months Ended March 31, 2019 and 2018		11
	Consolidated Balance Sheets (Unaudited) at March 31, 2019 and December 31, 2018		12
	Consolidated Statements of Cash Flows (Unaudited) for the Three Months Ended March 31, 2019 and 2018		13
	Consolidated Statements of Shareholders’ Equity (Unaudited) for the Three Months Ended March 31, 2019 and 2018		14-15
	Notes to Condensed Consolidated Financial Statements (Unaudited)		16-43
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		44
	The Company		44
	Critical Accounting Estimates		44-45
	Reportable Segments		45
	Results of Operations		46-52
	Liquidity and Capital Resources		52-57
	Recently Issued Accounting Standards		57
	Contingencies		57
	Regulation		57-58
	Forward-Looking Statements		58-59
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		59
Item 4.	Controls and Procedures		60

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		61
Item 1A.	Risk Factors		61
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		61
Item 5.	Other Information		61
Item 6.	Exhibits		62

SIGNATURES			63
Exhibits Filed Herewith
10.1	Amendment to the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (as amended, December 18, 2017)
31.1	Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Chief Executive Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Chief Financial Officer Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.DEF	XBRL Definitions Linkbase Document
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

GLOSSARY OF TERMS AND ABBREVIATIONS

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


TERM		DEFINITION

Acquisition-Related Amortization		Amortization of definite-lived intangible assets acquired by the Company from all business combination transactions

Acquisition-Related Expenses		Consists of expenses incurred to complete and integrate the acquisition of Bureau van Dijk for which the integration will be a multi-year effort

Adjusted Diluted EPS		Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”

Adjusted Net Income		Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”

Adjusted Operating Income		Operating income excluding depreciation and amortization

Adjusted Operating Margin		Adjusted Operating Income divided by revenue

Americas		Represents countries within North and South America, excluding the U.S.

AOCI		Accumulated other comprehensive income (loss); a separate component of shareholders’ equity (deficit)

ASC		The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009 except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants

Asia-Pacific		Represents Australia and countries in Asia including but not limited to: China, India, Indonesia, Japan, Korea, Malaysia, Singapore, Sri Lanka and Thailand

ASR		Accelerated Share Repurchase

ASU		The FASB Accounting Standards Update to the ASC. It also provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC

Board		The board of directors of the Company

BPS		Basis points

Brexit		The withdrawal of the United Kingdom from the European Union

Bureau van Dijk		Bureau van Dijk Electronic Publishing, B.V.; a global provider of business intelligence and company information; acquired by the Company on August 10, 2017 via the acquisition of Yellow Maple I B.V., an indirect parent of Bureau van Dijk

CECL		Current expected credit losses

CFG		Corporate finance group; an LOB of MIS

CLO		Collateralized loan obligation


TERM		DEFINITION

CMBS		Commercial mortgage-backed securities; an asset class within SFG

Common Stock		The Company’s common stock

Company		Moody’s Corporation and its subsidiaries; MCO; Moody’s

Content		A reporting unit within the MA segment that offers subscription based research, data and analytical products, including credit ratings produced by MIS, credit research, quantitative credit scores and other analytical tools, economic research and forecasts, business intelligence and company information products, and commercial real estate data and analytical tools

CP		Commercial Paper

CP Program		A program entered into on August 3, 2016 allowing the Company to privately place CP up to a maximum of $1 billion for which the maturity may not exceed 397 days from the date of issue and which is backstopped by the 2018 Facility

CRAs		Credit rating agencies

D&A		Depreciation and amortization

DBPPs		Defined benefit pension plans

EMEA		Represents countries within Europe, the Middle East and Africa

EPS		Earnings per share

ERS		Enterprise Risk Solutions; an LOB within MA, which offers risk management software solutions as well as related risk management advisory engagements services

ESG		Environmental, Social, and Governance

ESMA		European Securities and Markets Authority

ETR		Effective tax rate

EU		European Union

EUR		Euros

EURIBOR		The Euro Interbank Offered Rate

Excess Tax Benefits		The difference between the tax benefit realized at exercise of an option or delivery of a restricted share and the tax benefit recorded at the time the option or restricted share is expensed under GAAP

Exchange Act		The Securities Exchange Act of 1934, as amended

External Revenue		Revenue excluding any intersegment amounts


TERM		DEFINITION

FASB		Financial Accounting Standards Board

FIG		Financial institutions group; an LOB of MIS

Financial Reform Act		Dodd-Frank Wall Street Reform and Consumer Protection Act

Free Cash Flow		Net cash provided by operating activities less cash paid for capital additions

FSTC		Financial Services Training and Certifications; now referred to as MALS

FX		Foreign exchange

GAAP		U.S. Generally Accepted Accounting Principles

GBP		British pounds

ICRA		ICRA Limited; a leading provider of credit ratings and research in India, for which the Company owns approximately 52%

IRS		Internal Revenue Service

IT		Information technology

KIS		Korea Investors Service, Inc.; a leading Korean rating agency and consolidated subsidiary of the Company

KIS Pricing		Korea Investors Service Pricing, Inc.; a leading Korean provider of fixed income securities pricing and consolidated subsidiary of the Company

KIS Research		Korea Investors Service Research; a Korean provider of financial research and consolidated subsidiary of the Company

Korea		Republic of South Korea

LIBOR		London Interbank Offered Rate

LOB		Line of business

M&A		Mergers and acquisitions

MA		Moody’s Analytics – a reportable segment of MCO; provides a wide range of products and services that support financial analysis and risk management activities of institutional participants in global financial markets; consists of three LOBs – RD&A, ERS and PS

MAKS		Moody’s Analytics Knowledge Services; formerly known as Copal Amba; provides offshore research and analytic services to the global financial and corporate sectors; part of the PS LOB and a reporting unit within the MA reportable segment

MALS		Moody’s Analytics Learning Solutions; a reporting unit within the MA segment that includes on-line and classroom-based training services as well as credentialing and certification services; formerly known as FSTC

MCO		Moody’s; Moody’s Corporation and its subsidiaries; the Company


TERM		DEFINITION

MD&A		Management’s Discussion and Analysis of Financial Condition and Results of Operations

MIS		Moody’s Investors Service – a reportable segment of MCO; consists of five LOBs – SFG, CFG, FIG, PPIF and MIS Other

MIS Other		Consists of non-ratings revenue from ICRA, KIS Pricing and KIS Research. These businesses are components of MIS; MIS Other is an LOB of MIS

Moody’s		Moody’s Corporation and its subsidiaries; MCO; the Company

Net Income		Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder

New Lease Accounting Standard		Updates to the ASC pursuant to ASU No. 2016-02, “Leases (ASC Topic 842)”. This new accounting guidance requires lessees to recognize a right-of-use asset and lease liability on the balance sheet for all leases with terms of more than 12 months. Recognition, measurement and presentation of expenses and cash flows depend on classification as either a finance or operating lease

New Revenue Accounting Standard		Updates to the ASC pursuant to ASU No. 2014-09, “Revenue from Contracts with Customers (ASC Topic 606)”. This new accounting guidance significantly changes the accounting framework under U.S. GAAP relating to revenue recognition and to the accounting for the deferral of incremental costs of obtaining or fulfilling a contract with a customer

NM		Percentage change is not meaningful

Non-GAAP		A financial measure not in accordance with GAAP; these measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and to provide greater transparency to investors of supplemental information used by management in its financial and operational decision making

NRSRO		Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC.

OCI		Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, unrealized gains and losses on available for sale securities (in periods prior to January 1, 2018), certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments

Omega Performance		A leading provider of online credit training, acquired by the Company in August 2018

Operating segment		Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a component of a business entity that has each of the three following characteristics: i) the component engages in business activities from which it may recognize revenue and incur expenses; ii) the operating results of the component are regularly reviewed by the entity’s chief operating decision maker; and iii) discrete financial information about the component is available

Other Retirement Plans		The U.S. retirement healthcare and U.S. retirement life insurance plans

PPIF		Public, project and infrastructure finance; an LOB of MIS

Profit Participation Plan		Defined contribution profit participation plan that covers substantially all U.S. employees of the Company


TERM		DEFINITION

PS		Professional Services, an LOB within MA consisting of MAKS and MALS that provides offshore analytical and research services as well as learning solutions and certification programs

RD&A		Research, Data and Analytics; an LOB within MA that offers subscription based research, data and analytical products, including credit ratings produced by MIS, credit research, quantitative credit scores and other analytical tools, economic research and forecasts, business intelligence and company information products, and commercial real estate data and analytical tools

Reform Act		Credit Rating Agency Reform Act of 2006

REIT		Real Estate Investment Trust

Reis, Inc. (Reis)		A leading provider of U.S. commercial real estate (CRE) data; acquired by the Company in October 2018

Relationship Revenue		For MIS, represents recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. For MIS Other represents subscription-based revenue. For MA, represents subscription-based revenue and software maintenance revenue

Reporting unit		The level at which Moody’s evaluates its goodwill for impairment under U.S. GAAP; defined as an operating segment or one level below an operating segment

RMBS		Residential mortgage-backed securities; an asset class within SFG

ROU Asset		Assets recorded pursuant to the New Lease Accounting Standard which represent the Company’s right to use an underlying asset for the term of a lease

SaaS		Software-as-a-Service

SEC		U.S. Securities and Exchange Commission

Securities Act		Securities Act of 1933, as amended

SFG		Structured finance group; an LOB of MIS

SG&A		Selling, general and administrative expenses

Tax Act		The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017, which significantly amends the tax code in the U.S.

Total Debt		All indebtedness of the Company as reflected on the consolidated balance sheets

Transaction Revenue		For MIS, represents the initial rating of a new debt issuance as well as other one-time fees. For MIS Other, represents revenue from professional services as well as data services, research and analytical engagements. For MA, represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, training and certification services, and research and analytical engagements

U.K.		United Kingdom


TERM		DEFINITION

U.S.		United States

USD		U.S. dollar

UTPs		Uncertain tax positions

Vigeo Eiris		A global leader in ESG research, data and assessments, acquired by the Company on April 11, 2019.

2010 Indenture		Supplemental indenture and related agreements dated August 19, 2010, relating to the 2010 Senior Notes

2010 Senior Notes		Principal amount of $500 million, 5.50% senior unsecured notes due in September 2020 pursuant to the 2010 Indenture

2012 Indenture		Supplemental indenture and related agreements dated August 18, 2012, relating to the 2012 Senior Notes

2012 Senior Notes		Principal amount of $500 million, 4.50% senior unsecured notes due in September 2022 pursuant to the 2012 Indenture

2013 Indenture		Supplemental indenture and related agreements dated August 12, 2013, relating to the 2013 Senior Notes

2013 Senior Notes		Principal amount of the $500 million, 4.875% senior unsecured notes due in February 2024 pursuant to the 2013 Indenture

2014 Indenture		Supplemental indenture and related agreements dated July 16, 2014, relating to the 2014 Senior Notes

2014 Senior Notes (5-Year)		Principal amount of $450 million, 2.75% senior unsecured notes due in July 2019 pursuant to the 2014 Indenture; repaid in 2019

2014 Senior Notes (30-Year)		Principal amount of $600 million, 5.25% senior unsecured notes due in July 2044 pursuant to the 2014 Indenture

2015 Facility		Five-year unsecured revolving credit facility, with capacity to borrow up to $1 billion; backstops CP issued under the CP Program

2015 Indenture		Supplemental indenture and related agreements dated March 9, 2015, relating to the 2015 Senior Notes

2015 Senior Notes		Principal amount of €500 million, 1.75% senior unsecured notes issued March 9, 2015 pursuant to the 2015 Indenture ; repaid in 2018

2017 Floating Rate Senior Notes		Principal amount of $300 million, floating rate senior unsecured notes due in September 2018 pursuant to the 2017 Indenture

2017 Indenture		Collectively the Supplemental indenture and related agreements dated March 2, 2017, relating to the 2017 Floating Rate Senior Notes and 2017 Notes Due 2023 and 2028, and the supplemental indenture and related agreements dated June 12, 2017, relating to the 2017 Notes Due 2023 and 2028

2017 Senior Notes Due 2023		Principal amount of $500 million, 2.625% senior unsecured notes due January 15, 2023 pursuant to the 2017 Indenture

2017 Senior Notes Due 2028		Principal amount of $500 million, 3.25% senior unsecured notes due January 15, 2028 pursuant to the 2017 Indenture


TERM		DEFINITION

2017 Senior Notes Due 2021		Principal amount of $500 million, 2.75% senior unsecured notes due in December 2021

2018 Facility		Five-year unsecured revolving credit facility, with capacity to borrow up to $1 billion; replaced the 2015 Facility; backstops CP issued under the CP Program

2018 Senior Notes		Principal amount of $300 million, 3.25% senior unsecured notes due June 7, 2021

2018 Senior Notes (10-year)		Principal amount of $400 million, 4.25% senior unsecured notes due February 1, 2029

2018 Senior Notes (30-year)		Principal amount of $400 million, 4.875% senior unsecured notes December 17, 2048

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in millions, except per share data)


	Three Months Ended March 31,
	2019			2018
Revenue	$	1,142.1		$	1,126.7

Expenses
Operating		341.7			314.9
Selling, general and administrative		281.5			271.1
Restructuring		5.5			—
Depreciation and amortization		50.3			49.1
Acquisition-Related Expenses		1.4			0.8


Total expenses		680.4			635.9


Operating income		461.7			490.8

Non-operating (expense) income, net
Interest expense, net		(52.5	)		(50.7	)
Other non-operating income, net		2.3			1.0


Non-operating expense, net		(50.2	)		(49.7	)


Income before provision for income taxes		411.5			441.1
Provision for income taxes		37.9			64.3


Net income		373.6			376.8
Less: Net income attributable to noncontrolling interests		0.7			3.9

Net income attributable to Moody’s	$	372.9		$	372.9


Earnings per share
Basic	$	1.96		$	1.95

Diluted	$	1.93		$	1.92


Weighted average shares outstanding
Basic		190.4			191.4

Diluted		192.8			194.5

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

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Amounts in millions)


	Three Months Ended March 31,
	2019									2018
	Pre-tax amounts			Tax amounts			After-tax amounts			Pre-tax amounts			Tax amounts			After-tax amounts
Net Income							$	373.6								$	376.8


Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net	$	(26.7	)	$	—			(26.7	)	$	136.1		$	—			136.1
Net gains (losses) on net investment hedges		30.4			(6.9	)		23.5			(14.5	)		3.6			(10.9	)
Cash Flow Hedges:
Net realized and unrealized gains on cash flow hedges		—			—			—			1.9			(0.4	)		1.5
Reclassification of gains included in net income		—			—			—			(0.1	)		—			(0.1	)
Pension and Other Retirement Benefits:
Amortization of actuarial losses and prior service costs included in net income		0.8			(0.2	)		0.6			1.4			(0.4	)		1.0
Net actuarial gains and prior service costs		1.1			(0.3	)		0.8			—			—			—

Total Other Comprehensive (Loss) Income	$	5.6		$	(7.4	)	$	(1.8	)	$	124.8		$	2.8		$	127.6

Comprehensive Income								371.8									504.4
Less: comprehensive income attributable to noncontrolling interests								8.2									8.9

Comprehensive Income Attributable to Moody’s							$	363.6								$	495.5

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

MOODY’S CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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


	March 31, 2019			December 31, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	1,196.6		$	1,685.0
Short-term investments		114.0			132.5
Accounts receivable, net of allowances of $46.0 in 2019 and $43.5 in 2018		1,301.2			1,287.1
Other current assets		286.6			282.3

Total current assets		2,898.4			3,386.9
Property and equipment, net of accumulated depreciation of $834.9 in 2019 and $790.2 in 2018		318.7			320.4
Operating lease right-of-use assets		508.1			—
Goodwill		3,762.5			3,781.3
Intangible assets, net		1,530.4			1,566.1
Deferred tax assets, net		178.8			197.2
Other assets		321.2			274.3

Total assets	$	9,518.1		$	9,526.2

LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	537.1		$	695.2
Current portion of operating lease liabilities		87.4			—
Commercial paper		318.8			—
Current portion of long-term debt		—			449.9
Deferred revenue		1,062.3			953.4

Total current liabilities		2,005.6			2,098.5
Non-current portion of deferred revenue		120.9			122.3
Long-term debt		5,228.6			5,226.1
Deferred tax liabilities, net		353.4			351.7
Uncertain tax positions		474.5			494.6
Operating lease liabilities		523.5			—
Other liabilities		486.6			576.5

Total liabilities		9,193.1			8,869.7

Contingencies (Note 19)		—			—
Shareholders’ equity:
Preferred stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and outstanding		—			—
Series common stock, par value $.01 per share; 10,000,000 shares authorized; no shares issued and outstanding		—			—
Common stock, par value $.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued at March 31, 2019 and December 31, 2018, respectively.		3.4			3.4
Capital surplus		435.7			600.9
Retained earnings		8,893.6			8,594.4
Treasury stock, at cost; 153,299,621 and 151,598,695 shares of common stock at March 31, 2019 and December 31, 2018, respectively		(8,754.0	)		(8,312.5	)
Accumulated other comprehensive loss		(455.5	)		(426.3	)

Total Moody’s shareholders’ equity		123.2			459.9
Noncontrolling interests		201.8			196.6

Total shareholders’ equity		325.0			656.5

Total liabilities, noncontrolling interests and shareholders’ equity	$	9,518.1		$	9,526.2

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

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in millions)


	Three Months Ended March 31,
	2019			2018
Cash flows from operating activities
Net income	$	373.6		$	376.8
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization		50.3			49.1
Stock-based compensation		35.7			35.1
Deferred income taxes		13.8			(4.2	)
Changes in assets and liabilities:
Accounts receivable		(8.5	)		(29.9	)
Other current assets		(5.9	)		47.8
Other assets		(13.5	)		(14.5	)
Accounts payable and accrued liabilities		(179.5	)		(224.1	)
Restructuring		(2.5	)		(0.1	)
Deferred revenue		103.9			167.7
Unrecognized tax benefits and other non-current tax liabilities		(21.9	)		(17.9	)
Other liabilities		21.6			5.7

Net cash provided by operating activities		367.1			391.5

Cash flows from investing activities
Capital additions		(20.0	)		(15.0	)
Purchases of investments		(37.8	)		(50.3	)
Sales and maturities of investments		50.6			41.1
Cash received upon disposal of a subsidiary, net of cash transferred to purchaser		—			5.7

Net cash used in investing activities		(7.2	)		(18.5	)

Cash flows from financing activities
Repayment of notes		(450.0	)		—
Issuance of commercial paper		402.8			219.6
Repayment of commercial paper		(85.0	)		(259.6	)
Proceeds from stock-based compensation plans		14.2			28.5
Repurchase of shares related to stock-based compensation		(50.6	)		(42.0	)
Treasury shares		(448.2	)		(43.4	)
Cash paid for ASR contract relating to shares retained by counterparty until final settlement		(125.3	)		—
Dividends		(94.4	)		(84.1	)
Dividends to noncontrolling interests		—			(1.1	)
Payment for noncontrolling interest		(12.3	)		—
Debt issuance costs, extinguishment costs and related fees		—			(0.2	)

Net cash used in financing activities		(848.8	)		(182.3	)

Effect of exchange rate changes on cash and cash equivalents		0.5			15.1

(Decrease) increase in cash and cash equivalents		(488.4	)		205.8
Cash and cash equivalents, beginning of period		1,685.0			1,071.5

Cash and cash equivalents, end of period	$	1,196.6		$	1,277.3

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

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

(Amounts in millions)


	Shareholders of Moody’s Corporation
	Common Stock				Capital Surplus			Retained Earnings			Treasury Stock						Accumulated Other Comprehensive Loss			Total Moody’s Shareholders’ (Deficit) Equity			Non-Controlling Interests			Total Shareholders’ (Deficit) Equity
	Shares		Amount		Capital Surplus			Retained Earnings			Shares			Amount			Accumulated Other Comprehensive Loss			Total Moody’s Shareholders’ (Deficit) Equity			Non-Controlling Interests			Total Shareholders’ (Deficit) Equity
Balance at December 31, 2017		342.9	$	3.4	$	528.6		$	7,465.4			(151.9	)	$	(8,152.9	)	$	(172.2	)	$	(327.7	)	$	212.8		$	(114.9	)

Net income									372.9												372.9			3.9			376.8
Dividends ($0.44 per share)									(83.7	)											(83.7	)		(1.4	)		(85.1	)
Adoption of New Revenue Accounting Standard									156.1												156.1						156.1
Adoption of ASU 2016-01 relating to financial instruments									2.3									(2.3	)		—						—
Stock-based compensation						35.2															35.2						35.2
Shares issued for stock-based compensation plans at average cost, net						(57.2	)					1.2			24.9						(32.3	)					(32.3	)
Treasury shares repurchased												(0.3	)		(43.4	)					(43.4	)					(43.4	)
Currency translation adjustment and net gain on net investment hedges (net of tax of $3.6 million)																		120.2			120.2			5.0			125.2
Amortization of prior service costs and actuarial losses, (net of tax of $0.4 million)																		1.0			1.0						1.0
Net realized gain on cash flow hedges (net of tax of $0.4 million)																		1.4			1.4						1.4

Balance at March 31, 2018		342.9	$	3.4	$	506.6		$	7,913.0			(151.0	)	$	(8,171.4	)	$	(51.9	)	$	199.7		$	220.3		$	420.0

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

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) (UNAUDITED)

(Amounts in millions)


	Shareholders of Moody’s Corporation
	Common Stock				Capital Surplus			Retained Earnings			Treasury Stock						Accumulated Other Comprehensive Loss			Total Moody’s Shareholders’ (Deficit) Equity			Non-Controlling Interests			Total Shareholders’ (Deficit) Equity
	Shares		Amount		Capital Surplus			Retained Earnings			Shares			Amount			Accumulated Other Comprehensive Loss			Total Moody’s Shareholders’ (Deficit) Equity			Non-Controlling Interests			Total Shareholders’ (Deficit) Equity
Balance at December 31, 2018		342.9	$	3.4	$	600.9		$	8,594.4			(151.6	)	$	(8,312.5	)	$	(426.3	)	$	459.9		$	196.6		$	656.5

Net income									372.9												372.9			0.7			373.6
Dividends ($0.50 per share)									(93.5	)											(93.5	)		(0.2	)		(93.7	)
Adoption of ASU 2018-02 (See Note 1)									19.8									(19.8	)		—						—
Stock-based compensation						35.8															35.8						35.8
Shares issued for stock-based compensation plans at average cost, net						(66.3	)					1.0			6.7						(59.6	)					(59.6	)
Purchase of noncontrolling interest						(9.4	)														(9.4	)		(2.9	)		(12.3	)
Treasury shares repurchased												(2.7	)		(448.2	)					(448.2	)					(448.2	)
Accelerated Share Repurchase pending final settlement						(125.3	)														(125.3	)					(125.3	)
Currency translation adjustment and net gain on net investment hedges (net of tax of $6.9 million)																		(10.8	)		(10.8	)		7.6			(3.2	)
Net actuarial gains and prior service cost (net of tax of $0.3 million)																		0.8			0.8						0.8
Amortization of prior service costs and actuarial losses, (net of tax of $0.2 million)																		0.6			0.6						0.6

Balance at March 31, 2019		342.9	$	3.4	$	435.7		$	8,893.6			(153.3	)	$	(8,754.0	)	$	(455.5	)	$	123.2		$	201.8		$	325.0

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

MOODY’S CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Moody’s is a provider of (i) credit ratings; (ii) credit, capital markets and economic research, data and analytical tools; (iii) software solutions that support financial risk management activities; (iv) quantitatively derived credit scores; (v) learning solutions and certification services; (vi) offshore financial research and analytical services; and (vii) company information and business intelligence products. Moody’s reports in two reportable segments: MIS and MA.

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

MA provides financial intelligence and analytical tools to assist businesses in making decisions. MA’s portfolio of solutions consists of specialized research, data, software, and professional services, which are assembled to support the financial analysis and risk management activities of institutional customers worldwide.

These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the Company’s consolidated financial statements and related notes in the Company’s 2018 annual report on Form 10-K filed with the SEC on February 22, 2019. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.

Certain reclassifications have been made to prior period amounts to conform to the current presentation.

Adoption of New Accounting Standards

On January 1, 2019, the Company adopted ASU No. 2016-02, “Leases (Topic 842)” and has elected to apply the provisions of the New Lease Accounting Standard on the date of adoption with adjustments to the assets and liabilities on its opening balance sheet, with no cumulative-effect adjustment to the opening balance of retained earnings required. Accordingly, the Company will not restate prior year comparative periods for the impact of the New Lease Accounting Standard. The New Lease Accounting Standard requires lessees to recognize an ROU Asset and lease liability for all leases with terms of more than 12 months. The Company has elected the package of practical expedients permitted under the transition guidance within the New Lease Accounting Standard, which permits the Company not to reassess the following for any expired or existing contracts: i) whether any contracts contain leases; ii) lease classification (i.e. operating lease or finance/capital lease); and iii) initial direct costs.

The adoption of the New Lease Accounting Standard resulted in the recognition of an ROU Asset and lease liabilities of approximately $518 million and $622 million, respectively, at January 1, 2019, consisting primarily of operating leases relating to office space. Pursuant to this transition adjustment, the Company also recognized approximately $150 million and approximately $125 million in additional deferred tax assets and liabilities, respectively. Compared to previous guidance, the New Lease Accounting Standard does not significantly change the method by which a lessee should recognize, measure and present expenses and cash flows arising from a lease. Refer to Note 2 for a more fulsome description of the Company’s accounting policy relating to the New Lease Accounting Standard, which includes a discussion relating to the pattern of operating lease expense recognition (both prior to and subsequent to an impairment of a ROU Asset).

In the first quarter of 2019, the Company adopted ASU No. 2018-02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income”. Under current GAAP, adjustments to deferred tax assets and liabilities related to a change in tax laws or rates are included in income from continuing operations, even in situations where the related items were originally recognized in OCI (commonly referred to as a “stranded tax effect”). The provisions of this ASU permit the reclassification of the stranded tax effect related to the Tax Act from AOCI to retained earnings. In the first quarter of 2019, the Company reclassified approximately $20 million of tax benefits from AOCI to retained earnings relating to the aforementioned stranded tax effect of the Tax Act.

On January 1, 2019, the Company adopted ASU No. 2018-16, “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes”. The amendments in this ASU permit the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under ASC 815, in addition to the currently permissible benchmark interest rates. This ASU provides the Company the ability to utilize the OIS rate based on SOFR as the benchmark interest rate on certain hedges of interest rate risk. The adoption of this ASU had no impact on the Company’s financial statements upon adoption.

Reclassification of Previously Reported Revenue by LOB

There were certain organizational/product realignments in both MIS and MA in the first quarter of 2019. Accordingly, in MIS, revenue from REITs, which was previously classified in the SFG LOB, is now classified in the CFG LOB. In MA, revenue relating to the Bureau van Dijk FACT product (a credit assessment and origination solution), which was previously classified in RD&A, is now classified in the ERS LOB. Accordingly, 2018 revenue by LOB was reclassified to conform with this new presentation, as follows:


MIS	As previously reported		Reclassification			As Reclassified
CFG
Q1	$	377.7	$	11.9		$	389.6
Q2		377.6		13.4			391.0
Q3		296.1		11.2			307.3
Q4		282.7		8.6			291.3

Full year 2018	$	1,334.1	$	45.1		$	1,379.2

SFG
Q1	$	129.7	$	(11.9	)	$	117.8
Q2		141.6		(13.4	)		128.2
Q3		125.4		(11.2	)		114.2
Q4		129.8		(8.6	)		121.2

Full year 2018	$	526.5	$	(45.1	)	$	481.4


MA	As previously reported		Reclassification			As Reclassified
RD&A
Q1	$	269.2	$	(2.1	)	$	267.1
Q2		279.9		(4.0	)		275.9
Q3		282.6		(2.3	)		280.3
Q4		302.4		(5.3	)		297.1

Full year 2018	$	1,134.1	$	(13.7	)	$	1,120.4

ERS
Q1	$	100.1	$	2.1		$	102.2
Q2		105.5		4.0			109.5
Q3		113.0		2.3			115.3
Q4		118.8		5.3			124.1

Full year 2018	$	437.4	$	13.7		$	451.1

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

On January 1, 2019, the Company adopted the New Lease Accounting Standard as more fully discussed in Note 1. Accordingly, the Company revised its lease accounting policy to reflect the provisions of the new standard, which is discussed below. All other significant accounting policies described in the Form 10-K for the year ended December 31, 2018 remain unchanged. Additionally, refer to Note 18 for additional disclosures relating to the Company’s lease obligations.

Leases

The Company has operating leases, of which substantially all relate to the lease of office space. The Company’s leases which are classified as finance leases are not material to the condensed consolidated financial statements.

The Company determines if an arrangement meets the definition of a lease at contract inception. The Company recognizes in its consolidated balance sheet a lease liability and an ROU Asset for all leases with a lease term greater than 12 months. In determining the length of the lease term, the Company utilizes judgment in assessing the likelihood of whether it is reasonably certain that it will exercise an option to extend or early-terminate a lease, if such options are provided in the lease agreement.

ROU Assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU Assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As substantially all of the Company’s leases do not provide an implicit interest rate, the Company uses its estimated secured incremental borrowing rates at the lease commencement date in determining the present value of lease payments. These secured incremental borrowing rates are attributable to the currency in which the lease is denominated.

At commencement, the Company’s initial measurement of the ROU Asset is calculated as the present value of the remaining lease payments (i.e., lease liability), with additive adjustments reflecting: initial direct costs (e.g., broker commissions) and prepaid lease payments (if any); and reduced by any lease incentives provided by the lessor if: (i) received before lease commencement or (ii) receipt of the lease incentive is contingent upon future events for which the occurrence is both probable and within the Company’s control.

Lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term. This straight-line lease expense represents a single lease cost which is comprised of both an interest accretion component relating to the lease liability and amortization of the ROU Assets. The Company records this single lease cost in operating and SG&A expenses. However, in situations where an operating lease ROU Asset has been impaired, the subsequent amortization of the ROU Asset is then recorded on a straight-line basis over the remaining lease term and is combined with accretion expense on the lease liability to result in single operating lease cost (which subsequent to impairment will no longer follow a straight-line recognition pattern).

The Company has lease agreements which include lease and non-lease components. For the Company’s office space leases, the lease components (e.g., fixed rent payments) and non-lease components (e.g., fixed common-area maintenance costs) are combined and accounted for as a single lease component.

Variable lease payments (e.g. variable common-area-maintenance costs) are only included in the initial measurement of the lease liability to the extent those payments depend on an index or a rate. Variable lease payments not included in the lease liability are recognized in net income in the period in which the obligation for those payments is incurred.

NOTE 3. REVENUES

Revenue by Category

The following table presents the Company’s revenues disaggregated by LOB:


	Three Months Ended March 31,
	2019			2018
MIS:
Corporate finance (CFG) ⁽¹⁾
Investment-grade	$	97.4		$	87.2
High-yield		57.3			57.9
Bank loans		72.6			110.1
Other accounts ⁽²⁾		128.1			134.4

Total CFG		355.4			389.6

Structured finance (SFG) ⁽¹⁾
Asset-backed securities		23.2			28.2
RMBS		23.5			24.3
CMBS		17.7			21.3
Structured credit		35.2			43.4
Other accounts		1.1			0.6

Total SFG		100.7			117.8

Financial institutions (FIG)
Banking		79.6			77.0
Insurance		29.0			28.3
Managed investments		4.0			5.7
Other accounts		3.2			3.3

Total FIG		115.8			114.3

Public, project and infrastructure finance (PPIF)
Public finance / sovereign		46.2			46.9
Project and infrastructure		46.5			46.3

Total PPIF		92.7			93.2

Total ratings revenue		664.6			714.9

MIS Other		5.5			5.0

Total external revenue		670.1			719.9

Intersegment royalty		32.3			29.8

Total MIS		702.4			749.7

MA:
Research, data and analytics (RD&A) ⁽³⁾		307.7			267.1
Enterprise risk solutions (ERS) ⁽³⁾		121.9			102.2
Professional services (PS)		42.4			37.5

Total external revenue		472.0			406.8

Intersegment revenue		2.4			5.0

Total MA		474.4			411.8

Eliminations		(34.7	)		(34.8	)

Total MCO	$	1,142.1		$	1,126.7

⁽¹⁾

Pursuant to certain organizational realignments in the first quarter of 2019, MIS now reports revenue from REITs, which was previously classified in the SFG LOB, as a component of the CFG LOB. The amounts reclassified were not material and prior year revenue by LOB has been reclassified to conform to this new presentation.

⁽²⁾	Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.

⁽³⁾

Pursuant to organizational/product realignments in the first quarter of 2019, revenue relating to the Bureau van Dijk FACT product, a credit assessment and origination software solution, is now reported in the ERS LOB. This revenue was previously reported in the RD&A LOB. Prior year revenue by LOB has been reclassified to conform to this new presentation, and the amounts reclassified were not material.

The following table presents the Company’s revenues disaggregated by LOB and geographic area:


	Three Months Ended March 31, 2019
	U.S.		Non-U.S.		Total
MIS:
Corporate finance (CFG) ⁽¹⁾	$	242.6	$	112.8	$	355.4
Structured finance (SFG) ⁽¹⁾		62.2		38.5		100.7
Financial institutions (FIG)		46.0		69.8		115.8
Public, project and infrastructure finance (PPIF)		60.2		32.5		92.7

Total ratings revenue		411.0		253.6		664.6

MIS Other		0.2		5.3		5.5

Total MIS		411.2		258.9		670.1

MA:
Research, data and analytics (RD&A) ⁽²⁾		134.8		172.9		307.7
Enterprise risk solutions (ERS) ⁽²⁾		48.4		73.5		121.9
Professional services (PS)		17.7		24.7		42.4

Total MA		200.9		271.1		472.0

Total MCO	$	612.1	$	530.0	$	1,142.1


	Three Months Ended March 31, 2018
	U.S.		Non-U.S.		Total
MIS:
Corporate finance (CFG) ⁽¹⁾	$	257.3	$	132.3	$	389.6
Structured finance (SFG) ⁽¹⁾		74.0		43.8		117.8
Financial institutions (FIG)		48.5		65.8		114.3
Public, project and infrastructure finance (PPIF)		53.4		39.8		93.2

Total ratings revenue		433.2		281.7		714.9

MIS Other		0.2		4.8		5.0

Total MIS		433.4		286.5		719.9

MA:
Research, data and analytics (RD&A) ⁽²⁾		112.6		154.5		267.1
Enterprise risk solutions (ERS) ⁽²⁾		38.5		63.7		102.2
Professional services (PS)		13.2		24.3		37.5

Total MA		164.3		242.5		406.8

Total MCO	$	597.7	$	529.0	$	1,126.7

⁽¹⁾

⁽²⁾

The following table presents the Company’s reportable segment revenues disaggregated by segment and geographic region:


	Three Months Ended March 31,
	2019		2018
MIS:
U.S.	$	411.2	$	433.4
Non-U.S.
EMEA		148.5		181.1
Asia-Pacific		78.9		72.6
Americas		31.5		32.8

Total Non-U.S.		258.9		286.5

Total MIS		670.1		719.9

MA:
U.S.		200.9		164.3
Non-U.S.
EMEA		184.1		166.2
Asia-Pacific		53.3		47.6
Americas		33.7		28.7

Total Non-U.S.		271.1		242.5

Total MA		472.0		406.8

Total MCO	$	1,142.1	$	1,126.7

The tables below summarize the split between transaction and relationship revenue. In the MIS segment, excluding MIS Other, transaction revenue represents the initial rating of a new debt issuance as well as other one-time fees while relationship revenue represents the recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. In MIS Other, transaction revenue represents revenue from professional services and outsourcing engagements and relationship revenue represents subscription-based revenues. In the MA segment, relationship revenue represents subscription-based revenues and software maintenance revenue. Transaction revenue in MA represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, training and certification services, and outsourced research and analytical engagements.


	Three Months Ended March 31,
	2019									2018
	Transaction			Relationship			Total			Transaction			Relationship			Total
Corporate Finance	$	249.5		$	105.9		$	355.4		$	283.4		$	106.2		$	389.6
		70	%		30	%		100	%		73	%		27	%		100	%
Structured Finance	$	57.3		$	43.4		$	100.7		$	74.6		$	43.2		$	117.8
		57	%		43	%		100	%		63	%		37	%		100	%
Financial Institutions	$	47.9		$	67.9		$	115.8		$	50.0		$	64.3		$	114.3
		41	%		59	%		100	%		44	%		56	%		100	%
Public, Project and Infrastructure Finance	$	54.7		$	38.0		$	92.7		$	54.4		$	38.8		$	93.2
		59	%		41	%		100	%		58	%		42	%		100	%
MIS Other	$	0.5		$	5.0		$	5.5		$	0.6		$	4.4		$	5.0
		9	%		91	%		100	%		12	%		88	%		100	%
Total MIS	$	409.9		$	260.2		$	670.1		$	463.0		$	256.9		$	719.9
		61	%		39	%		100	%		64	%		36	%		100	%
Moody’s Analytics	$	71.5	⁽¹⁾	$	400.5		$	472.0		$	60.8	⁽¹⁾	$	346.0		$	406.8
		15	%		85	%		100	%		15	%		85	%		100	%
Total Moody’s Corporation	$	481.4		$	660.7		$	1,142.1		$	523.8		$	602.9		$	1,126.7
		42	%		58	%		100	%		46	%		54	%		100	%

⁽¹⁾	Revenue from software implementation services and risk management advisory projects, while classified by management as transactional revenue, is recognized over time under the New Revenue Accounting Standard (refer to the following table).

The following table presents the timing of revenue recognition:


	Three Months Ended March 31, 2019
	MIS		MA		Total
Revenue recognized at a point in time	$	409.9	$	30.4	$	440.3
Revenue recognized over time		260.2		441.6		701.8

Total	$	670.1	$	472.0	$	1,142.1


	Three Months Ended March 31, 2018
	MIS		MA		Total
Revenue recognized at a point in time	$	463.0	$	15.5	$	478.5
Revenue recognized over time		256.9		391.3		648.2

Total	$	719.9	$	406.8	$	1,126.7

Unbilled receivables, Deferred revenue and Remaining performance obligations

Unbilled receivables

At March 31, 2019 and December 31, 2018, accounts receivable included $364.9 million and $311.8 million, respectively, of unbilled receivables related to the MIS segment. Certain MIS arrangements contain contractual terms whereby the customers are billed in arrears for annual monitoring services, requiring revenue to be accrued as an unbilled receivable as such services are provided.

In addition, for certain MA arrangements, the timing of when the Company has the unconditional right to consideration and recognizes revenue occurs prior to invoicing the customer. Consequently, at March 31, 2019 and December 31, 2018, accounts receivable included $53.3 million and $59.5 million, respectively, of unbilled receivables related to the MA segment.

Deferred revenue

The Company recognizes deferred revenue when a contract requires a customer to pay consideration to the Company in advance of when revenue related to that contract is recognized. This deferred revenue is relieved when the Company satisfies the related performance obligation and revenue is recognized.

Significant changes in the deferred revenue balances during the three months ended March 31, 2019 are as follows:

Three Months Ended March 31, 2019

MIS

Total

Balance at January 1, 2019

325.4

750.3

1,075.7

Changes in deferred revenue

Revenue recognized that was included in the deferred revenue balance at the beginning of the period

(92.8

)

(306.7

)

(399.5

)

Increases due to amounts billable excluding amounts recognized as revenue during the period

155.2

346.7

501.9

Effect of exchange rate changes

0.5

4.6

5.1

Total changes in deferred revenue

62.9

44.6

107.5

Balance at March 31, 2019

388.3

794.9

1,183.2

Deferred revenue - current portion

271.6

790.7

1,062.3

Deferred revenue - noncurrent portion

116.7

4.2

120.9

Significant changes in the deferred revenue balances during the three months ended March 31, 2018 are as follows:


	Three Months Ended March 31, 2018
	MIS			MA			Total
Balance at January 1, 2018 (after New Revenue Accounting Standard transition adjustment)	$	334.7		$	611.6		$	946.3

Changes in deferred revenue
Revenue recognized that was included in the deferred revenue balance at the beginning of the period		(93.4	)		(252.0	)		(267.3	)
Increases due to amounts billable excluding amounts recognized as revenue during the period		154.9			357.9			434.7
Effect of exchange rate changes		1.3			11.5			12.8

Total changes in deferred revenue		62.8			117.4			180.2

Balance at March 31, 2018	$	397.5		$	729.0		$	1,126.5

Deferred revenue - current portion	$	273.4		$	725.3		$	998.7
Deferred revenue - noncurrent portion	$	124.1		$	3.7		$	127.8

The increase in deferred revenue during both the three months ended March 31, 2019 and 2018 is primarily due to the significant portion of contract renewals that occur during the first quarter within both segments.

Remaining performance obligations

The following tables include the expected recognition period for the remaining performance obligations for each reportable segment as of March 31, 2019:

MIS

Total

Less than 1 year

1 - 5 years

6 - 10 Years

11 - 15 years

16-20 years

Over 20 Years

$151.2

$23.5

$70.2

$41.5

$6.5

$4.1

$5.4

The balances in the MIS table above largely reflect deferred revenue related to monitoring fees for certain structured finance products, primarily CMBS, where the issuers can elect to pay the monitoring fees for the life of the security in advance. With respect to the remaining performance obligations for the MIS segment, the Company has applied a practical expedient set forth in ASC Topic 606 permitting the omission from the table above for unsatisfied performance obligations relating to contracts with an original expected length of one year or less.


MA
Total	Less than 1 Year	1 - 2 Years	Over 2 Years
$2,053.3	$1,334.0	$491.0	$228.3

The balances in the MA table above include both amounts recorded as deferred revenue on the balance sheet as of March 31, 2019 as well as amounts not yet invoiced to customers as of March 31, 2019 largely reflecting future revenue related to signed multi-year arrangements for hosted and installed subscription-based products.

NOTE 4. STOCK-BASED COMPENSATION

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


	Three Months Ended March 31,
	2019		2018
Stock-based compensation expense	$	35.7	$	35.1
Tax benefit	$	7.8	$	7.2

During the first three months of 2019, the Company granted 0.2 million employee stock options, which had a weighted average grant date fair value of $43.10 per share based on the Black-Scholes option-pricing model. The Company also granted 0.8 million shares of restricted stock in the first three months of 2019, which had a weighted average grant date fair value of $173.58 per share. Both the employee stock options and restricted stock generally vest ratably over a four-year period. Additionally, the Company granted 0.1 million shares of performance-based awards whereby the number of shares that ultimately vest is based on the achievement of certain non-market based performance metrics of the Company over a three-year period. The weighted average grant date fair value of these awards was $167.82 per share.

The following weighted average assumptions were used in determining the fair value for options granted in 2019:


Expected dividend yield		1.15	%
Expected stock volatility		23.62	%
Risk-free interest rate		2.60	%
Expected holding period		6.2 years
Grant date fair value	$	43.10

Unrecognized stock-based compensation expense at March 31, 2019 was $11.4 million and $239.2 million for stock options and unvested restricted stock, respectively, which is expected to be recognized over a weighted average period of 2.3 years and 2.7 years, respectively. Additionally, there was $40.8 million of unrecognized stock-based compensation expense relating to the aforementioned non-market based performance-based awards, which is expected to be recognized over a weighted average period of 2.2 years.

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


	Three Months Ended
	March 31,
	2019		2018
Exercise of stock options:
Proceeds from stock option exercises	$	11.9	$	26.6
Aggregate intrinsic value	$	35.6	$	61.9
Tax benefit realized upon exercise	$	8.5	$	15.0
Number of shares exercised		0.3		0.5
Vesting of restricted stock:
Fair value of shares vested	$	146.5	$	146.7
Tax benefit realized upon vesting	$	33.6	$	33.9
Number of shares vested		0.8		0.9
Vesting of performance-based restricted stock:
Fair value of shares vested	$	47.5	$	23.0
Tax benefit realized upon vesting	$	11.5	$	5.5
Number of shares vested		0.3		0.1

NOTE 5. INCOME TAXES

Moody’s effective tax rate was 9.2% and 14.6% for the three months ended March 31, 2019 and 2018, respectively. The decrease in the ETR was primarily due to favorable IRS Regulations issued in the first quarter of 2019 and lower non-U.S. taxes on certain software development. The Company’s quarterly tax expense differs from the tax computed by applying its estimated annual effective tax rate to this quarter’s pre-tax earnings due to Excess Tax Benefits from stock compensation of $26.6 million and net reductions to tax positions of $37.3 million.

The Company classifies interest related to UTPs in interest expense, net in its consolidated statements of operations. Penalties, if incurred, would be recognized in other non-operating (expense) income, net. The Company had a decrease in its UTPs of $20.2 million ($20.2 million, net of federal tax) during the first quarter of 2019.

Moody’s Corporation and subsidiaries are subject to U.S. federal income tax as well as income tax in various state, local and foreign jurisdictions. The Company’s U.S. federal income tax returns for 2015 through 2017 remain open to examination. The Company’s New York State tax returns for 2011 through 2014 are currently under examination and the Company’s New York City tax return for 2014 is currently under examination. The Company’s U.K. tax return for 2012 is currently under examination and its returns for 2013 through 2017 remain open to examination.

For ongoing audits, it is possible the balance of UTPs could decrease in the next twelve months as a result of the settlement of these audits, which might involve the payment of additional taxes, the adjustment of certain deferred taxes and/or the recognition of tax benefits. It is also possible that new issues might be raised by tax authorities, which could necessitate increases to the balance of UTPs. As the Company is unable to predict the timing or outcome of these audits, it is therefore unable to estimate the amount of changes to the balance of UTPs at this time. However, the Company believes that it has adequately provided for its financial exposure relating to all open tax years by tax jurisdiction in accordance with the applicable provisions of Topic 740 of the ASC regarding UTPs.

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


	Three Months Ended
	March 31,
	2019		2018
Income taxes paid	$	36.9	$	44.2

NOTE 6. WEIGHTED AVERAGE SHARES OUTSTANDING

Below is a reconciliation of basic to diluted shares outstanding:


	Three Months Ended
	March 31,
	2019		2018
Basic		190.4		191.4
Dilutive effect of shares issuable under stock-based compensation plans		2.4		3.1

Diluted		192.8		194.5

Anti-dilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above		0.4		0.7

The calculation of diluted EPS requires certain assumptions regarding the use of both cash proceeds and assumed proceeds that would be received upon the exercise of stock options and vesting of restricted stock outstanding as of March 31, 2019 and 2018.

NOTE 7. ACCELERATED SHARE REPURCHASE PROGRAM

On February 20, 2019, the Company entered into an ASR agreement with a financial institution counterparty to repurchase $500 million of its outstanding common stock. The Company paid $500 million to the counterparty and received an initial delivery of 2.2 million shares of its common stock. Final settlement of the ASR agreement was completed on April 26, 2019 and the Company received delivery of an additional 0.6 million shares of the Company’s common stock.

In total, the Company repurchased 2.8 million shares of the Company’s common stock during the term of the ASR Agreement, based on the volume-weighted average price (net of discount) of $180.33/share over the duration of the program. The initial share repurchase and final share settlement were recorded as a reduction to shareholders’ equity.

NOTE 8. CASH EQUIVALENTS AND INVESTMENTS

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


	As of March 31, 2019
			Gross Unrealized Gains				Balance sheet location
	Cost		Gross Unrealized Gains		Fair Value		Cash and cash equivalents		Short-term investments		Other assets
Certificates of deposit and money market deposit accounts ⁽¹⁾	$	551.0	$	—	$	551.0	$	432.4	$	110.9	$	7.7
Open-ended mutual funds	$	15.6	$	2.1	$	17.7	$	—	$	3.1	$	14.6

	As of December 31, 2018
			Gross Unrealized Gains				Balance sheet location
	Cost		Gross Unrealized Gains		Fair Value		Cash and cash equivalents		Short-term investments		Other assets
Money market mutual funds	$	15.2	$	—	$	15.2	$	15.2	$	—	$	—
Certificates of deposit and money market deposit accounts ⁽¹⁾	$	1,022.4	$	—	$	1,022.4	$	904.3	$	115.8	$	2.3
Open-ended mutual funds	$	29.5	$	3.8	$	33.3	$	—	$	16.7	$	16.6

⁽¹⁾

Consists of time deposits and money market deposit accounts. The remaining contractual maturities for the certificates of deposits classified as short-term investments were one to 12 months at both March 31, 2019 and December 31, 2018. The remaining contractual maturities for the certificates of deposits classified in other assets are 13 to 32 months at March 31, 2019 and 14 to 36 months at December 31, 2018. Time deposits with a maturity of less than 90 days at time of purchase are classified as cash and cash equivalents.

NOTE 9. ACQUISITIONS

Vigeo Eiris

On April 12, 2019, the Company acquired a majority stake in Vigeo Eiris, a global leader in Environmental, Social and Governance (ESG) research, data and assessments. The acquisition furthers Moody’s objective of promoting global standards for ESG for use by market participants. The aggregate purchase price was not material and the near term impact to the Company’s operations and cash flows is not expected to be material. Vigeo Eiris will operate in the MIS reportable segment and its revenue will be reported in the MIS Other LOB.

NOTE 10. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

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

Derivatives and non-derivative instruments designated as accounting hedges:

Fair Value Hedges

Interest Rate Swaps

The Company has entered into interest rate swaps to convert the fixed interest rate on certain of its long-term debt to a floating interest rate based on the 3-month LIBOR. The purpose of these hedges is to mitigate the risk associated with changes in the fair value of the long-term debt, thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted quarterly with a corresponding adjustment to the carrying value of the debt. The changes in the fair value of the swaps and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest expense, net in the Company’s consolidated statements of operations.

The following table summarizes the Company’s interest rate swaps designated as fair value hedges:

Hedged Item

Nature of Swap

Notional Amount

Floating Interest Rate

As of
March 31,
2019

As of
December 31,
2018

2010 Senior Notes due 2020

Pay Floating/Receive Fixed

500.0

500.0

3-month USD LIBOR

2012 Senior Notes due 2022

Pay Floating/Receive Fixed

330.0

330.0

3-month USD LIBOR

2017 Senior Notes due 2021

Pay Floating/Receive Fixed

500.0

500.0

3-month USD LIBOR

2017 Senior Notes due 2023

Pay Floating/Receive Fixed

250.0

—

3-month USD LIBOR

Total

1,580.0

1,330.0

Refer to Note 17 for information on the cumulative amount of fair value hedging adjustments included in the carrying amount of the above hedged items.

The following table summarizes the impact to the statement of operations of the Company’s interest rate swaps designated as fair value hedges:


		Amount of Income (Expense) Recognized in the Statements of Operations
Total amounts of financial statement line item presented in the statements of operations in which the effects of fair value hedges are recorded		Three Months Ended March 31,
		2019			2018
Interest expense, net		$	(52.5	)	$	(50.7	)

Descriptions	Location on Consolidated Statements of Operations
Net interest settlements and accruals on interest rate swaps	Interest expense, net	$	(0.2	)	$	(0.1	)
Fair value changes on interest rate swaps	Interest expense, net	$	10.8		$	(9.2	)
Fair value changes on hedged debt	Interest expense, net	$	(10.8	)	$	9.2

Net investment hedges

The Company has designated €500 million of the 2015 Senior Notes Due 2027 as a net investment hedge to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD exchange rates. This hedge is designated as an accounting hedge under the applicable sections of ASC Topic 815 and will end upon the repayment of the notes in 2027, unless terminated early at the discretion of the Company.

The Company has also entered into cross-currency swaps to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD exchange rates.

The following table provides information on the cross-currency swaps designated as net investment hedges:


	Pay				Receive
Nature of Swap	Notional Amount		Weighted Average Interest Rate		Notional Amount		Weighted Average Interest Rate
Pay Fixed/Receive Fixed	€	663.6		1.51%	$	750.0		4.13%
Pay Floating/Receive Floating		931.2		Based on 3-month EURIBOR		1,080.0		Based on 3-month USD LIBOR

Total	€	1,594.8			$	1,830.0

These hedges were designated as net investment hedges under ASC Topic 815 and the purpose of these hedges is to mitigate FX exposure related to a portion of the Company’s euro net investments in certain foreign subsidiaries against changes in euro/USD exchange rates. These hedges will expire and be settled in 2021, 2022, 2023, and 2024 for €422.5 million, €287.7 million, €441.9 million and €442.6 million of the total notional amount, respectively, unless terminated early at the discretion of the Company.

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


	Amount of Gain/ (Loss) Recognized in AOCI on Derivative, net of Tax						Amount of Gain/(Loss) Reclassified from AOCI into Income, net of Tax					Gain/(Loss) Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
Derivative and Non-Derivative Instruments in Net Investment Hedging Relationships	Three Months Ended March 31,						Three Months Ended March 31,					Three Months Ended March 31,
	2019			2018			2019			2018		2019 ⁽²⁾		2018
Cross currency swaps	$	15.2		$	—			—			—		8.3		—
Long-term debt		8.3	⁽¹⁾		(10.9	)		—			—		—		—

Total net investment hedges	$	23.5		$	(10.9	)	$	—		$	—	$	8.3	$	—


Derivatives in Cash Flow Hedging Relationships
Cross currency swap	$	—		$	1.5		$	0.1		$	0.1	$	—	$	—
Interest rate contracts		—			—			(0.1	)		—		—		—

Total cash flow hedges	$	—		$	1.5		$	—		$	0.1	$	—	$	—

Total	$	23.5		$	(9.4	)	$	—		$	0.1	$	8.3	$	—

⁽¹⁾	Due to the Company’s adoption of ASU 2018-02 during the first quarter of 2019, $2.5 million related to the tax effect of this net investment hedge was reclassified to retained earnings. Refer to Note 1 for further details.

⁽²⁾

Effective with the adoption of ASU 2017-12, the Company has elected to assess the effectiveness of its net investment hedges based on changes in spot exchange rates. Accordingly, amounts recognized directly into Net Income during the first quarter of 2019 related to its cross-currency swaps represent net periodic interest settlements and accruals, which are recognized in interest expense, net.

The cumulative amount of net investment hedge and cash flow hedge gains (losses) remaining in AOCI is as follows:


	Cumulative Gains/(Losses), net of tax
	March 31, 2019			December 31, 2018
Net investment hedges
Cross currency swaps	$	27.5		$	12.3
FX forwards		23.5			23.5
Long-term debt		2.7			(3.1	)

Total net investment hedges	$	53.7		$	32.7

Cash flow hedges
Interest rate contracts	$	(2.3	)	$	(2.4	)
Cross currency swap		2.4			2.5

Total cash flow hedges		0.1			0.1

Total net gain in AOCI	$	53.8		$	32.8

Derivatives not designated as accounting hedges:

Foreign exchange forwards

The Company also enters into foreign exchange forwards to mitigate the change in fair value on certain assets and liabilities denominated in currencies other than a subsidiary’s functional currency. These forward contracts are not designated as accounting hedges under the applicable sections of Topic 815 of the ASC. Accordingly, changes in the fair value of these contracts are recognized immediately in other non-operating (expense) income, net in the Company’s consolidated statements of operations along with the FX gain or loss recognized on the assets and liabilities denominated in a currency other than the subsidiary’s functional currency. These contracts have expiration dates at various times through May 2019.

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


	March 31, 2019				December 31, 2018
	Sell		Buy		Sell		Buy
Notional amount of currency pair:
Contracts to sell USD for GBP	$	492.5	£	371.0	$	310.3	£	241.2
Contracts to sell USD for Japanese Yen	$	14.4	¥	1,600.0	$	14.3	¥	1,600.0
Contracts to sell USD for Canadian dollars	$	87.4	C$	115.0	$	99.0	C$	130.0
Contracts to sell USD for Singapore dollars	$	35.7	S$	48.0	$	—	S$	—
Contracts to sell USD for Euros	$	68.6	€	60.0	$	212.8	€	184.6

NOTE: € = Euro, £ = British pound, $ = U.S. dollar, ¥ = Japanese Yen, C$ = Canadian dollar, S$= Singapore dollars

The following table summarizes the impact to the consolidated statements of operations relating to the net gain/(loss) on the Company’s derivatives which are not designated as hedging instruments:


		Three Months Ended March 31,
Derivatives Not Designated as Accounting Hedges	Location on Statements of Operations	2019		2018
Foreign exchange forwards	Other non-operating (expense) income, net	$	1.4	$	(52.3	)

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

Derivative and Non-Derivative Instruments

Balance Sheet Location

March 31, 2019

December 31, 2018

Assets:

Derivatives designated as accounting hedges:

Cross-currency swaps designated as net investment hedges

Other assets

36.7

19.4

Interest rate swaps designated as fair value hedges

Other assets

15.3

7.5

Total derivatives designated as accounting hedges

52.0

26.9

Derivatives not designated as accounting hedges:

FX forwards on certain assets and liabilities

Other current assets

0.3

1.4

Total assets

52.3

28.3

Liabilities:

Derivatives designated as accounting hedges:

Cross-currency swaps designated as net investment hedges

Other liabilities

—

2.9

Interest rate swaps designated as fair value hedges

Other liabilities

2.3

5.3

Total derivatives designated as accounting hedges

2.3

8.2

Non-derivative instrument designated as accounting hedge

Long-term debt designated as net investment hedge

Long-term debt

561.4

571.6

Derivatives not designated as accounting hedges:

FX forwards on certain assets and liabilities

Accounts payable and
accrued liabilities

10.9

8.2

Total liabilities

574.6

588.0

NOTE 11. GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

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


	Three Months Ended March 31, 2019
	MIS								MA									Consolidated
	Gross goodwill			Accumulated impairment charge		Net goodwill			Gross goodwill			Accumulated impairment charge			Net goodwill			Gross goodwill			Accumulated impairment charge			Net goodwill
Balance at beginning of year	$	257.8		$	—	$	257.8		$	3,535.7		$	(12.2	)	$	3,523.5		$	3,793.5		$	(12.2	)	$	3,781.3
Foreign currency translation adjustments		9.4			—		9.4			(28.2	)		—			(28.2	)		(18.8	)		—			(18.8	)

Ending balance	$	267.2		$	—	$	267.2		$	3,507.5		$	(12.2	)	$	3,495.3		$	3,774.7		$	(12.2	)	$	3,762.5


	Year ended December 31, 2018
	MIS								MA									Consolidated
	Gross goodwill			Accumulated impairment charge		Net goodwill			Gross goodwill			Accumulated impairment charge			Net goodwill			Gross goodwill			Accumulated impairment charge			Net goodwill
Balance at beginning of year	$	285.2		$	—	$	285.2		$	3,480.2		$	(12.2	)	$	3,468.0		$	3,765.4		$	(12.2	)	$	3,753.2
Additions/ adjustments		—			—		—			211.5			—			211.5			211.5			—			211.5
Foreign currency translation adjustments		(27.4	)		—		(27.4	)		(156.0	)		—			(156.0	)		(183.4	)		—			(183.4	)

Ending balance	$	257.8		$	—	$	257.8		$	3,535.7		$	(12.2	)	$	3,523.5		$	3,793.5		$	(12.2	)	$	3,781.3

The 2018 additions/adjustments for the MA segment in the table above primarily relate to the acquisitions of Reis and Omega Performance.

Acquired intangible assets and related amortization consisted of:


	March 31, 2019			December 31, 2018
Customer relationships	$	1,360.7		$	1,367.5
Accumulated amortization		(230.2	)		(214.2	)

Net customer relationships		1,130.5			1,153.3


Trade secrets		29.9			29.8
Accumulated amortization		(28.3	)		(28.2	)

Net trade secrets		1.6			1.6


Software/product technology		349.2			353.3
Accumulated amortization		(107.7	)		(101.8	)

Net software/product technology		241.5			251.5


Trade names		155.9			155.1
Accumulated amortization		(36.5	)		(34.1	)

Net trade names		119.4			121.0


Other ⁽¹⁾		70.8			70.4
Accumulated amortization		(33.4	)		(31.7	)

Net other		37.4			38.7


Total acquired intangible assets, net	$	1,530.4		$	1,566.1

⁽¹⁾	Other intangible assets primarily consist of databases, covenants not to compete, and acquired ratings methodologies and models.

Amortization expense relating to acquired intangible assets is as follows:


	Three Months Ended March 31,
	2019		2018
Amortization expense	$	26.4	$	25.7

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


Year Ending December 31,
2019 (after March 31)	$	71.0
2020		100.5
2021		100.3
2022		100.3
2023		97.3
Thereafter		1,061.0

Total estimated future amortization	$	1,530.4

NOTE 12 RESTRUCTURING

On October 26, 2018, the chief executive officer of Moody’s approved a restructuring program (the “2018 Restructuring Program”) that the Company estimates will result in annualized savings of approximately $40 to $50 million per year, a portion of which will benefit 2019. The 2018 Restructuring Program is estimated to result in total pre-tax charges of $70 to $80 million. The Program is expected to be substantially completed by June 30, 2019. The 2018 Restructuring Program includes relocation of certain functions from high-cost to lower-cost jurisdictions, a reduction of staff, including from recent acquisitions and pursuant to a review of the business criticality of certain positions, and the rationalization and exit of certain real estate leases due to consolidation of various business activities. The exit from certain leased office space began in the fourth quarter of 2018 and will entail approximately $35 to $40 million of the charges to either terminate or sublease the affected real estate leases. The 2018 Restructuring Program is also anticipated to represent approximately $35 to $40 million of personnel-related restructuring charges, an amount that includes severance and related costs primarily determined under the Company’s existing severance plans. Cash outlays associated with the employee termination cost component of the 2018 Restructuring Program are anticipated to be approximately $35 to $40 million, the majority of which will be paid in 2019.

Total expenses included in the accompanying consolidated statements of operations relating to the 2018 Restructuring Program are as follows:


	Three Months Ended March 31,
	2019		2018
2018 Restructuring Program	$	5.5	$	—

Changes to the restructuring liability during the first three months of 2019 were as follows:


	Employee Termination Costs			Contract Termination Costs			Total Restructuring Liability
Balance as of December 31, 2018	$	29.9		$	12.4		$	42.3
2018 Restructuring Program:
Adoption of New Lease Accounting Standard		—			(10.9	)⁽¹⁾		(10.9	)⁽¹⁾
Cost incurred and adjustments		1.8			2.2	⁽²⁾		4.0	⁽²⁾
Cash payments and adjustments		(5.9	)		(0.7	)		(6.6	)

Balance as of March 31, 2019	$	25.8		$	3.0		$	28.8

2018 Restructuring Program:

Cumulative expense incurred to date	$	34.6		$	19.6

⁽¹⁾	Upon the adoption of the New Lease Accounting Standard, the Company recorded a reclassification of $10.9 million of liabilities for costs associated with certain real estate leases which were exited in previous years, as a reduction of the ROU Asset capitalized upon adoption.

⁽²⁾	Excludes $1.5 million of non-cash acceleration of amortization of leasehold improvements relating to the rationalization and exit of certain real estate leases.

As of March 31, 2019, the majority of the remaining $28.8 million restructuring liability is expected to be paid out during the next 12 months.

NOTE 13. FAIR VALUE

The table below presents information about items that are carried at fair value at March 31, 2019 and December 31, 2018:


	Fair Value Measurement as of March 31, 2019
Description	Balance		Level 1		Level 2
Assets:
Derivatives ⁽¹⁾	$	52.3	$	—	$	52.3
Mutual funds		17.7		17.7		—

Total	$	70.0	$	17.7	$	52.3

Liabilities:
Derivatives ⁽¹⁾	$	13.2	$	—	$	13.2

Total	$	13.2	$	—	$	13.2


	Fair Value Measurement as of December 31, 2018
Description	Balance		Level 1		Level 2
Assets:
Derivatives ⁽¹⁾	$	28.3	$	—	$	28.3
Money market mutual funds		15.2		15.2		—
Mutual funds		33.3		33.3		—

Total	$	76.8	$	48.5	$	28.3

Liabilities:
Derivatives ⁽¹⁾	$	16.4	$	—	$	16.4

Total	$	16.4	$	—	$	16.4

⁽¹⁾	Represents FX forwards on certain assets and liabilities as well as interest rate swaps and cross-currency swaps as more fully described in Note 10 to the condensed consolidated financial statements.

The following are descriptions of the methodologies utilized by the Company to estimate the fair value of its derivative contracts, fixed maturity plans, and money market mutual funds:

Derivatives:

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

Mutual funds and money market mutual funds:

The mutual funds in the table above are deemed to be equity securities with readily determinable fair values with changes in the fair value recognized through net income under ASC Topic 321. The fair value of these instruments is determined using Level 1 inputs as defined in the ASC.

NOTE 14 OTHER BALANCE SHEET AND STATEMENT OF OPERATIONS INFORMATION

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


	March 31,		December 31,
	2019		2018
Other current assets:
Prepaid taxes	$	103.8	$	100.1
Prepaid expenses		104.4		102.0
Capitalized costs to obtain and fulfill sales contracts		76.4		77.2
Other		2.0		3.0

Total other current assets	$	286.6	$	282.3


	March 31,		December 31,
	2019		2018
Other assets:
Investments in non-consolidated affiliates	$	111.6	$	104.6
Deposits for real-estate leases		13.7		13.5
Indemnification assets related to acquisitions		16.2		16.1
Mutual funds and fixed deposits		22.3		18.9
Costs to obtain sales contracts		86.1		78.0
Other		71.3		43.2

Total other assets	$	321.2	$	274.3


	March 31,		December 31,
	2019		2018
Accounts payable and accrued liabilities:
Salaries and benefits	$	132.3	$	112.5
Incentive compensation		51.0		154.5
Customer credits, advanced payments and advanced billings		22.9		20.4
Self-insurance reserves		9.3		10.6
Dividends		4.0		6.5
Professional service fees		58.1		47.7
Interest accrued on debt		36.4		70.5
Accounts payable		19.5		30.1
Income taxes		65.4		71.4
Pension and other retirement employee benefits		6.4		6.4
Accrued royalties		14.0		25.1
Foreign exchange forwards on certain assets and liabilities		10.9		8.2
Restructuring liability		25.6		35.5
Other		81.3		95.8

Total accounts payable and accrued liabilities	$	537.1	$	695.2


	March 31,		December 31,
	2019		2018
Other liabilities:
Pension and other retirement employee benefits	$	256.5	$	249.2
Deferred rent - non-current portion ⁽¹⁾		—		94.3
Interest accrued on UTPs		74.9		69.6
Other tax matters		1.3		1.3
Income tax liability - non-current portion ⁽²⁾		125.3		125.3
Interest rate swaps		2.3		5.3
Restructuring liability		3.2		6.8
Other		23.1		24.7

Total other liabilities	$	486.6	$	576.5

⁽¹⁾	Pursuant to the adoption of the New Lease Accounting Standard, deferred rent relating to operating leases was reclassified to operating lease ROU Asset.

⁽²⁾	Primarily reflects the transition tax pursuant to the Tax Act, which was enacted into law in December 2018.

Other Non-Operating Income (Expense):

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


	Three Months Ended March 31,
	2019			2018
FX loss	$	(6.2	)	$	(5.9	)
Net periodic pension costs - other component		4.5			2.3
Income from investments in non-consolidated affiliates		1.2			1.3
Other		2.8			3.3

Total	$	2.3		$	1.0

NOTE 15. COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME

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


	Three Months Ended March 31,						Location in the consolidated statements of operations
	2019			2018			Location in the consolidated statements of operations
Gains (losses) on cash flow hedges
Cross-currency swap	$	(0.1	)	$	0.1			Other non-operating income (expense), net
Interest rate contract		0.1			—			Interest expense, net

Total before income taxes		—			0.1
Income tax effect of item above		—			—			Provision for income taxes

Total net gains (losses) on cash flow hedges		—			0.1

Pension and other retirement benefits
Amortization of actuarial losses and prior service costs included in net income		(0.5	)		(0.9	)		Operating expense
Amortization of actuarial losses and prior service costs included in net income		(0.3	)		(0.5	)		SG&A expense

Total before income taxes		(0.8	)		(1.4	)
Income tax effect of item above		0.2			0.4			Provision for income taxes

Total pension and other retirement benefits		(0.6	)		(1.0	)

Total (losses) gains included in Net Income attributable to reclassifications out of AOCI	$	(0.6	)	$	(0.9	)

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

Three Months Ended March 31, 2019

Pension
and Other
Retirement
Benefits

Gains /
(Losses) on
Cash Flow
Hedges

Foreign
Currency
Translation
Adjustments

Net Gains /
(Losses) on
Net
Investment
Hedges

Total

Balance December 31, 2018

(53.1

)

0.1

(406.0

)

32.7

(426.3

)

Other comprehensive income/(loss) before reclassifications

0.8

—

(34.3

)

23.5

(10.0

)

Amounts reclassified from AOCI

0.6

—

0.6

Adoption of ASU 2018-02 (See Note 1)

(17.3

)

—

(2.5

)

(19.8

)

Other comprehensive income/(loss)

(15.9

)

—

(34.3

)

21.0

(29.2

)

Balance March 31, 2019

(69.0

)

0.1

(440.3

)

53.7

(455.5

)


	Three Months Ended March 31, 2018
	Pension and Other Retirement Benefits			Gains / (Losses) on Cash Flow Hedges			Foreign Currency Translation Adjustments			Net Losses on Net Investment Hedges			Gains on Available for Sale Securities			Total
Balance December 31, 2017	$	(61.5	)	$	0.9		$	(112.6	)	$	(1.3	)	$	2.3		$	(172.2	)
Adoption of ASU 2016-01 relating to financial instruments		—			—			—			—			(2.3	)		(2.3	)
Other comprehensive income/(loss) before reclassifications		—			1.5			131.1			(10.9	)		—			121.7
Amounts reclassified from AOCI		1.0			(0.1	)		—			—			—			0.9

Other comprehensive income/(loss)		1.0			1.4			131.1			(10.9	)		(2.3	)		120.3

Balance March 31, 2018	$	(60.5	)	$	2.3		$	18.5		$	(12.2	)	$	—		$	(51.9	)

NOTE 16. PENSION AND OTHER RETIREMENT BENEFITS

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

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

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


	Three Months Ended March 31,
	Pension Plans						Other Retirement Plans
	2019			2018			2019			2018
Components of net periodic expense
Service cost	$	4.3		$	4.8		$	0.7		$	0.7
Interest cost		5.1			4.4			0.3			0.3
Expected return on plan assets		(5.0	)		(3.8	)		—			—
Amortization of net actuarial loss from earlier periods		0.9			1.6			—			—
Amortization of net prior service costs from earlier periods		(0.1	)		(0.1	)		(0.1	)		(0.1	)

Net periodic expense	$	5.2		$	6.9		$	0.9		$	0.9

The Company made payments of $2.4 million related to its unfunded U.S. DBPPs during the three months ended March 31, 2019. Additionally, the Company anticipates making payments of approximately $3 million and $1 million to its unfunded U.S. DBPPs and U.S. other retirement plans, respectively, during the remainder of 2019.

NOTE 17. INDEBTEDNESS

The Company’s debt is recorded at its carrying amount, which represents the issuance amount plus or minus any issuance premium or discount, except for the 2010 Senior Notes, the 2012 Senior Notes, the 2017 Senior Notes due 2021 and the 2017 Senior Notes due 2023, which are recorded at the carrying amount adjusted for the fair value of an interest rate swap used to hedge the fair value of the note.

The following table summarizes total indebtedness:


	March 31, 2019
	Principal Amount		Fair Value of Interest Rate Swaps⁽¹⁾			Unamortized (Discount) Premium			Unamortized Debt Issuance Costs			Carrying Value
Notes Payable:
5.50% 2010 Senior Notes, due 2020	$	500.0	$	(1.5	)	$	(0.5	)	$	(0.6	)	$	497.4
4.50% 2012 Senior Notes, due 2022		500.0		4.8			(1.5	)		(1.3	)		502.0
4.875% 2013 Senior Notes, due 2024		500.0		—			(1.5	)		(1.9	)		496.6
5.25% 2014 Senior Notes (30-Year), due 2044		600.0		—			3.2			(5.4	)		597.8
1.75% 2015 Senior Notes, due 2027		561.4		—			—			(2.9	)		558.5
2.75% 2017 Senior Notes, due 2021		500.0		6.9			(0.9	)		(2.2	)		503.8
2.625% 2017 Senior Notes, due 2023		500.0		2.8			(0.8	)		(2.8	)		499.2
3.25% 2017 Senior Notes, due 2028		500.0		—			(4.6	)		(3.6	)		491.8
3.25% 2018 Senior Notes, due 2021		300.0		—			(0.3	)		(1.3	)		298.4
4.25% 2018 Senior Notes, due 2029		400.0		—			(2.9	)		(3.2	)		393.9
4.875% 2018 Senior Notes, due 2048		400.0		—			(6.7	)		(4.1	)		389.2
Commercial Paper		320.0		—			(1.2	)		—			318.8

Total debt	$	5,581.4	$	13.0		$	(17.7	)	$	(29.3	)	$	5,547.4

Current portion													(318.8	)

Total long-term debt												$	5,228.6


	December 31, 2018
	Principal Amount		Fair Value of Interest Rate Swaps⁽¹⁾			Unamortized (Discount) Premium			Unamortized Debt Issuance Costs			Carrying Value
Notes Payable:
5.50% 2010 Senior Notes, due 2020	$	500.0	$	(3.7	)	$	(0.6	)	$	(0.7	)	$	495.0
4.50% 2012 Senior Notes, due 2022		500.0		1.9			(1.6	)		(1.4	)		498.9
4.875% 2013 Senior Notes, due 2024		500.0		—			(1.5	)		(2.0	)		496.5
2.75% 2014 Senior Notes (5-Year), due 2019		450.0		—			(0.1	)		—			449.9
5.25% 2014 Senior Notes (30-Year), due 2044		600.0		—			3.2			(5.5	)		597.7
1.75% 2015 Senior Notes, due 2027		571.6		—			—			(3.1	)		568.5
2.75% 2017 Senior Notes, due 2021		500.0		4.0			(1.0	)		(2.4	)		500.6
2.625% 2017 Senior Notes, due 2023		500.0		—			(0.9	)		(2.8	)		496.3
3.25% 2017 Senior Notes, due 2028		500.0		—			(4.7	)		(3.7	)		491.6
3.25% 2017 Senior Notes, due 2021		300.0		—			(0.4	)		(1.5	)		298.1
4.25% 2018 Senior Notes, due 2029		400.0		—			(3.0	)		(3.3	)		393.7
4.875% 2018 Senior Notes, due 2048		400.0		—			(6.7	)		(4.1	)		389.2

Total debt	$	5,721.6	$	2.2		$	(17.3	)	$	(30.5	)	$	5,676.0

Current portion													(449.9	)

Total long-term debt												$	5,226.1

⁽¹⁾

The Company has entered into interest rate swaps on the 2010 Senior Notes, the 2012 Senior Notes, the 2017 Senior Notes due 2021 and the 2017 Senior Notes due 2023 which are more fully discussed in Note 10 above. These amounts represent the cumulative amount of fair value hedging adjustments included in the carrying amount of the hedged debt.

Commercial Paper

As of March 31, 2019, the Company has CP borrowings outstanding of $318.8 million with a weighted average maturity date at the time of issuance of 79 days. At March 31, 2019, the weighted average remaining maturity and interest rate on CP outstanding was 44 days and 3.03% respectively.

At March 31, 2019, the Company was in compliance with all covenants contained within all of the debt agreements. All the debt agreements contain cross default provisions which state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of March 31, 2019, there were no such cross defaults.

Notes Payable

On January 3, 2019, the Company fully repaid the $450 million 2014 Senior Notes (5-year).

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


Year Ending December 31,	2010 Senior Notes due 2020		2012 Senior Notes due 2022		2013 Senior Notes due 2024		2014 Senior Notes (30-year) due 2044		2015 Senior Notes due 2027		2017 Senior Notes due 2021		2017 Senior Notes due 2023		2017 Senior Notes due 2028		2018 Senior Notes due 2021		2018 Senior Notes due 2029		2018 Senior Notes due 2048		Commercial Paper		Total
2019 (After March 31)	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	320.0	$	320.0
2020		500.0		—		—		—		—		—		—		—		—		—		—		—		500.0
2021		—		—		—		—		—		500.0		—		—		300.0		—		—		—		800.0
2022		—		500.0		—		—		—		—		—		—		—		—		—		—		500.0
2023		—		—		—		—		—		—		500.0		—		—		—		—		—		500.0
Thereafter		—		—		500.0		600.0		561.4		—		—		500.0		—		400.0		400.0		—		2,961.4

Total	$	500.0	$	500.0	$	500.0	$	600.0	$	561.4	$	500.0	$	500.0	$	500.0	$	300.0	$	400.0	$	400.0	$	320.0	$	5,581.4

Interest expense, net

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


	Three Months Ended March 31,
	2019			2018
Income	$	5.0		$	3.2
Expense on borrowings		(46.6	)		(51.3	)
UTPs and other tax related liabilities		(5.6	)		1.8
Net periodic pension costs - interest component		(5.6	)		(4.7	)
Capitalized		0.3			0.3

Total	$	(52.5	)	$	(50.7	)

The following table shows the cash paid for interest:


	Three Months Ended March 31,
	2019		2018
Interest paid	$	72.8	$	80.5

The fair value and carrying value of the Company’s debt (excluding commercial paper) as of March 31, 2019 and December 31, 2018 are as follows:


	March 31, 2019				December 31, 2018
	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
5.50% 2010 Senior Notes, due 2020	$	497.4	$	519.2	$	495.0	$	517.7
4.50% 2012 Senior Notes, due 2022		502.0		526.0		498.9		513.7
4.875% 2013 Senior Notes, due 2024		496.6		537.3		496.5		522.4
2.75% 2014 Senior Notes (5-Year), due 2019		—		—		449.9		449.9
5.25% 2014 Senior Notes (30-Year), due 2044		597.8		676.5		597.7		638.1
1.75% 2015 Senior Notes, due 2027		558.5		592.3		568.5		585.3
2.75% 2017 Senior Notes, due 2021		503.8		499.6		500.6		489.7
2.625% 2017 Senior Notes, due 2023		499.2		492.3		496.3		476.9
3.25% 2017 Senior Notes, due 2028		491.8		489.1		491.6		472.8
3.25% 2018 Senior Notes, due 2021		298.4		302.6		298.1		298.6
4.25% 2018 Senior Notes, due 2029		393.9		420.0		393.7		407.6
4.875% 2018 Senior Notes, due 2048		389.2		435.4		389.2		409.8

Total	$	5,228.6	$	5,490.3	$	5,676.0	$	5,782.5

The fair value of the Company’s long-term debt is estimated based on quoted market prices for similar instruments. Accordingly, the inputs used to estimate the fair value of the Company’s long-term debt are classified as Level 2 inputs within the fair value hierarchy.

NOTE 18. LEASES

The Company has operating leases, substantially all of which relate to the lease of office space. The Company’s leases which are classified as finance leases are not material to the condensed consolidated financial statements. Certain of the Company’s leases include options to renew, with renewal terms that can extend the lease term from one to 20 years at the Company’s discretion.

The following table presents the components of the Company’s lease cost:


	Three Months Ended March 31, 2019
Operating lease cost	$	24.6
Short-term lease cost		0.4
Variable least cost		3.6

Total lease cost	$	28.6

The following tables present other information related to the Company’s operating leases:


	Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of operating lease liabilities	$	26.2
Right-of-use assets obtained in exchange for new operating lease liabilities	$	9.0

	March 31, 2019
Weighted-average remaining lease term		7.3 years
Weighted-average discount rate applied to operating leases		3.6	%

The following table presents a maturity analysis of the future minimum lease payments included within the Company’s operating lease liabilities at March 31, 2019:


Year Ending December 31,	Operating Leases
2019 (After March 31)	$	80.7
2020		104.8
2021		98.2
2022		85.1
2023		80.6
After 2023		245.1

Total lease payments (undiscounted)		694.5
Less: Interest		83.6

Present value of lease liabilities:	$	610.9

Lease liabilities - current	$	87.4
Lease liabilities - noncurrent	$	523.5

NOTE 19. CONTINGENCIES

Given the nature of their activities, Moody’s and its subsidiaries are subject to legal and tax proceedings, governmental, regulatory and legislative investigations, subpoenas and other inquiries, and claims and litigation by governmental and private parties that are based on ratings assigned by MIS or that are otherwise incidental to the Company’s business. Moody’s and MIS also are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties or restrictions on business activities. Moody’s also is subject to ongoing tax audits as addressed in Note 5 to the financial statements.

In May 2013, the Company and five subsidiaries (collectively, the “Company Defendants”) were served with a qui tam complaint filed by a former employee (“Plaintiff”) in New York Supreme Court (the “Court”) on behalf of New York State (the “State”) and New York City (the “City”) asserting purported claims under the New York False Claims Act (“NYFCA”). Both the State and the City were given an opportunity to intervene as plaintiffs in the action but declined to do so. In August 2013, Plaintiff filed an Amended Complaint adding Marsh & McLennan Companies, Inc. as a defendant. Plaintiff’s central allegation against the Company Defendants is that their treatment of the Company’s wholly-owned captive insurance subsidiary, Moody’s Assurance Company, Inc. (“MAC”), in their State and City tax filings between 2002 and 2014 was contrary to the State and City tax codes. Plaintiff also asserts a cause of action for retaliation under the NYFCA and alleges that his employment was improperly terminated after he reported his concerns regarding MAC’s tax treatment internally. Plaintiff alleges that the Company underpaid State and City taxes by more than $120 million (which the Company believes is unsupported as a matter of fact and law), and requests statutory damages of triple that amount, as well as unspecified damages related to the retaliation claim. In December 2016, the Court issued a decision largely denying the Company Defendants’ motion to dismiss. The Company Defendants appealed, and in August 2018, the Appellate Division of the New York Supreme Court upheld the Court’s decision. Discovery is ongoing and, absent earlier disposition, the Company expects the case to go to trial no earlier than late 2019. The Company is unable to estimate a range of loss, and is contesting Plaintiff’s claims, which it believes are meritless.

Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. For claims, litigation and proceedings and governmental investigations and inquiries not related to income taxes, the Company records liabilities in the consolidated financial statements when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In instances when a loss is reasonably possible but uncertainties exist related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if material. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.

In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.

NOTE 20. SEGMENT INFORMATION

The Company is organized into two operating segments: MIS and MA and accordingly, the Company reports in two reportable segments: MIS and MA.

The MIS segment consists of five LOBs. The CFG, SFG, FIG and PPIF LOBs generate revenue principally from fees for the assignment and ongoing monitoring of credit ratings on debt obligations and the entities that issue such obligations in markets worldwide. The MIS Other LOB primarily consists of financial instruments pricing services in the Asia-Pacific region as well as ICRA non-ratings revenue.

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

Revenue for MIS and expenses for MA include an intersegment royalty charged to MA for the rights to use and distribute content, data and products developed by MIS. The royalty rate charged by MIS approximates the fair value of the aforementioned content, data and products and is generally based on comparable market transactions. Also, revenue for MA and expenses for MIS include an intersegment fee charged to MIS from MA for certain MA products and services utilized in MIS’s ratings process. These fees charged by MA are generally equal to the costs incurred by MA to produce these products and services.

Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human resources and legal. Such costs and corporate expenses that exclusively benefit one segment are fully charged to that segment. For overhead and corporate expenses that benefit both segments, in years prior to 2019, the Company generally allocated costs ratably based on each segment’s share of total revenue.

Beginning in 2019, the Company refined its methodology such that costs allocated to each segment based on the segment’s share of 2018 revenue comprise a “Baseline Pool” that will remain fixed over time. In subsequent periods, incremental overhead costs (or reductions thereof) will be allocated to each segment based on the prevailing shares of total revenue represented by each segment. The Company believes that this allocation method will better align the amount of overhead costs consumed by each segment and contribute stability to each segment’s costs over time. The impact of this refined methodology would not have resulted in a material change to previously reported segment results.

“Eliminations” in the following table represent intersegment revenue/expense. Moody’s does not report the Company’s assets by reportable segment, as this metric is not used by the chief operating decision maker to allocate resources to the segments. Consequently, it is not practical to show assets by reportable segment.

Financial Information by Segment

The table below shows revenue, Adjusted Operating Income and operating income by reportable segment. Adjusted Operating Income is a financial metric utilized by the Company’s chief operating decision maker to assess the profitability of each reportable segment. Refer to Note 3 for further details on the components of the Company’s revenue.


	Three Months Ended March 31,
	2019									2018
	MIS		MA		Eliminations			Consolidated		MIS		MA		Eliminations			Consolidated
Revenue	$	702.4	$	474.4	$	(34.7	)	$	1,142.1	$	749.7	$	411.8	$	(34.8	)	$	1,126.7
Operating, SG&A		316.8		341.1		(34.7	)		623.2		310.4		310.4		(34.8	)		586.0

Adjusted Operating Income		385.6		133.3		—			518.9		439.3		101.4		—			540.7

Less:
Restructuring		2.7		2.8		—			5.5		—		—		—			—
Depreciation and amortization		17.0		33.3		—			50.3		16.8		32.3		—			49.1
Acquisition-Related Expenses		—		1.4		—			1.4		—		0.8		—			0.8

Operating income	$	365.9	$	95.8	$	—		$	461.7	$	422.5	$	68.3	$	—		$	490.8

The cumulative restructuring charges related to the 2018 Restructuring Program, as more fully discussed in Note 12, for the MIS and MA reportable segments are $34.9 million and $19.3 million, respectively. The total costs expected to be incurred related to the 2018 Restructuring Program for MIS and MA are approximately $43 million to $48 million and $27 million to $32 million, respectively.

Consolidated Revenue Information by Geographic Area


	Three Months Ended March 31,
	2019		2018
Revenue:
U.S.	$	612.1	$	597.7
Non-U.S.:
EMEA		332.6		347.3
Asia-Pacific		132.2		120.2
Americas		65.2		61.5

Total Non-U.S.		530.0		529.0

Total	$	1,142.1	$	1,126.7

NOTE 21. RECENTLY ISSUED ACCOUNTING STANDARDS

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The amendments in this ASU require the use of an “expected credit loss” impairment model for most financial assets reported at amortized cost, which will require entities to estimate expected credit losses over the lifetime of the instrument. This may result in the earlier recognition of allowances for losses. For available-for-sale debt securities with unrealized losses, an allowance for credit losses will be recognized as a contra account to the amortized cost carrying value of the asset rather than a direct reduction to the carrying value, with changes in the allowance impacting earnings. In November 2018, the FASB issued ASU No. 2018-19 “Codification Improvements to Topic 326, Financial Instruments—Credit Losses,” which clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20, but instead should be accounted for in accordance with Topic 842, Leases.

ASU No. 2016-13 is effective for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted in annual and interim reporting periods beginning after December 15, 2018. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first effective reporting period. The Company is currently evaluating the impact of this ASU on its financial statements. Currently, the Company believes that the most notable impact of this ASU will relate to its processes around the assessment of the adequacy of its allowance for doubtful accounts on accounts receivable.

In June 2018, the FASB issued ASU No. 2018-07, “Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting”, which simplifies the accounting for nonemployee share-based payment transactions. The amendments specify that ASC Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company does not anticipate that the adoption of this ASU will have a significant impact on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract”, which requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the non-cancellable term of the cloud computing arrangements plus any option renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. The ASU is effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements.

In August 2018, the FASB issued ASU No. 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans”. This ASU eliminates requirements for certain disclosures and requires additional disclosures under defined benefit pension plans and other postretirement plans. The ASU is effective for all entities for fiscal years beginning after December 15, 2020 on a retrospective basis to all periods presented, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements.

NOTE 22. SUBSEQUENT EVENT

On April 15, 2019, the Board approved the declaration of a quarterly dividend of $0.50 per share of Moody’s common stock, payable on June 10, 2019 to shareholders of record at the close of business on May 20, 2019.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains Forward-Looking Statements. See “Forward-Looking Statements” commencing on page 58 for a discussion of uncertainties, risks and other factors associated with these statements.

THE COMPANY

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

Corporate Social Responsibility

Moody’s believes that knowledge fuels opportunity. The core of Moody’s business is to provide credit ratings, research, tools and analysis that help to equip participants in the global financial markets to understand risks and make important investment decisions with critical insight. Moody’s global corporate social responsibility (CSR) efforts are rooted in that same approach. Moody’s is committed to working to empower people with the knowledge, resources and confidence they need to create a better future – for themselves, their communities and the environment. In addition, Moody’s uses its expertise and assets to make a positive difference through technology tools, research and analytical services that help other organizations and the investor community better understand the links between environmental, social and governance (ESG) considerations and the global markets.

Moody’s own corporate CSR strategy seeks to address ESG issues that it determines could affect its business and operations in an impactful way. The CSR Council, chaired by President and CEO Raymond W. McDaniel, Jr. convenes senior management team members to oversee these efforts. The CSR Working Group then is charged with implementing the Company’s strategy. For more information on Moody’s approach to CSR, see moodys.com/csr.

CRITICAL ACCOUNTING ESTIMATES

Moody’s discussion and analysis of its financial condition and results of operations are based on the Company’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires Moody’s to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, Moody’s evaluates its estimates, including those related to revenue recognition, accounts receivable allowances, contingencies, restructuring, goodwill and acquired intangible assets, pension and other retirement benefits, and income taxes. Actual results may differ from these estimates under different assumptions or conditions. Item 7, MD&A, in the Company’s annual report on Form 10-K for the year ended December 31, 2018, includes descriptions of some of the judgments that Moody’s makes in applying its accounting estimates in these areas. Since the date of the annual report on Form 10-K, there have been no material changes to the Company’s critical accounting estimates other than the update below to the critical accounting estimate disclosures relating to lease accounting resulting from the adoption of the New Lease Accounting Standard.

Leases

The discussion below outlines areas of the Company’s accounting for leases that require management judgment and estimates. Refer to Note 2 of the condensed consolidated financial statements for a comprehensive discussion regarding the Company’s lease accounting policies under the New Lease Accounting Standard.

As the Company’s operating leases do not provide an implicit interest rate, the Company must estimate the secured incremental borrowing rate attributable to the currency in which the lease is denominated. This secured incremental borrowing rate is based on the information available at the lease commencement date and is utilized in the determination of the present value of lease payments.

In addition, certain of Moody’s leases have the option to extend the lease beyond the initial term or terminate the lease prior to the end of the term. For these leases, Moody’s may be required to exercise significant judgment to determine when that option is reasonably certain of being exercised, which will impact the lease term and determination of the lease liability and corresponding ROU Asset.

REPORTABLE SEGMENTS

The Company is organized into two reportable segments at March 31, 2019: MIS and MA, which are more fully described in the section entitled “The Company” above and in Note 20 to the condensed consolidated financial statements.

RECLASSIFICATION OF PREVIOUSLY REPORTED REVENUE BY LOB


MIS	As previously reported		Reclassification			As Reclassified
CFG
Q1	$	377.7	$	11.9		$	389.6
Q2		377.6		13.4			391.0
Q3		296.1		11.2			307.3
Q4		282.7		8.6			291.3

Full year 2018	$	1,334.1	$	45.1		$	1,379.2

SFG
Q1	$	129.7	$	(11.9	)	$	117.8
Q2		141.6		(13.4	)		128.2
Q3		125.4		(11.2	)		114.2
Q4		129.8		(8.6	)		121.2

Full year 2018	$	526.5	$	(45.1	)	$	481.4


MA	As previously reported		Reclassification			As Reclassified
RD&A
Q1	$	269.2	$	(2.1	)	$	267.1
Q2		279.9		(4.0	)		275.9
Q3		282.6		(2.3	)		280.3
Q4		302.4		(5.3	)		297.1

Full year 2018	$	1,134.1	$	(13.7	)	$	1,120.4

ERS
Q1	$	100.1	$	2.1		$	102.2
Q2		105.5		4.0			109.5
Q3		113.0		2.3			115.3
Q4		118.8		5.3			124.1

Full year 2018	$	437.4	$	13.7		$	451.1

RESULTS OF OPERATIONS

Three months ended March 31, 2019 compared with three months ended March 31, 2018

Executive Summary

•

Moody’s completed the acquisitions of Reis and Omega Performance on August 16, 2018 and October 15, 2018, respectively. In the discussion below, reference to inorganic revenue and expense growth refers to Reis and Omega Performance revenue from January 1, 2019 through March 31, 2019.

•

The following table provides an executive summary of key operating results for the quarter ended March 31, 2019. Following this executive summary is a more fulsome discussion of the Company’s operating results as well as a discussion of the operating results of the Company’s reportable segments.


	Three months ended March 31,
	2019			2018			% Change
Financial measure:								Key Drivers of Change Compared to Prior Year
Moody’s total revenue	$	1,142.1		$	1,126.7		1%	• strong growth in MA was offset by declines in MIS
MIS External Revenue	$	670.1		$	719.9		(7%)	• decline due to lower refinancing activity in the bank loan sector and CLO asset class primarily resulting from higher borrowing costs
MA External Revenue	$	472.0		$	406.8		16%	• strong growth in the credit research and ratings data feeds product lines within RD&A; • inorganic growth from the acquisitions of Reis and Omega Performance; and • growth from ongoing demand in ERS for SaaS-based solutions coupled with increased demand for actuarial modeling tools
Total operating and SG&A expenses	$	623.2		$	586.0		6%	• additional compensation expense resulting from hiring activity and merit increases in 2018; and • operating expenses attributable to Reis and Omega Performance
Operating Margin		40.4	%		43.6	%	(320 BPS)	• margin contraction was primarily due to aforementioned decline in MIS revenue
Adjusted Operating Margin		45.4	%		48.0	%	(260 BPS)
ETR		9.2	%		14.6	%	(540 BPS)	• the decrease reflects regulations issued in the first quarter of 2019 relating to the Tax Act, as well as lower non-U.S. taxes relating to certain software development
Diluted EPS	$	1.93		$	1.92		1%	• modest growth includes the benefit of a lower ETR coupled with lower diluted shares outstanding resulting from the Company’s ASR executed in the first quarter of 2019
Adjusted Diluted EPS	$	2.07		$	2.02		2%

Moody’s Corporation


	Three Months Ended March 31,						% Change Favorable (Unfavorable)
	2019			2018
Revenue:
United States	$	612.1		$	597.7			2	%

Non-U.S.:
EMEA		332.6			347.3			(4	%)
Asia-Pacific		132.2			120.2			10	%
Americas		65.2			61.5			6	%

Total Non-U.S.		530.0			529.0			—

Total		1,142.1			1,126.7			1	%

Expenses:
Operating		341.7			314.9			(9	%)
SG&A		281.5			271.1			(4	%)
Restructuring		5.5			—			NM
Depreciation and amortization		50.3			49.1			(2	%)
Acquisition-Related Expenses		1.4			0.8			(75	%)

Total		680.4			635.9			(7	%)

Operating income	$	461.7		$	490.8			(6	%)

Adjusted Operating Income ⁽¹⁾	$	518.9		$	540.7			(4	%)

Interest expense, net		(52.5	)		(50.7	)		(4	%)
Other non-operating income, net		2.3			1.0			130	%

Non-operating expense, net		(50.2	)		(49.7	)		(1	%)

Net income attributable to Moody’s	$	372.9		$	372.9			—
Diluted weighted average shares outstanding		192.8			194.5			1	%
Diluted EPS attributable to Moody’s common shareholders	$	1.93		$	1.92			1	%
Adjusted Diluted EPS⁽¹⁾	$	2.07		$	2.02			2	%
Operating margin		40.4	%		43.6	%
Adjusted Operating Margin⁽¹⁾		45.4	%		48.0	%
Effective tax rate		9.2	%		14.6	%

⁽¹⁾

Adjusted Operating Income, Adjusted Operating Margin and Adjusted Diluted EPS attributable to Moody’s common shareholders are non-GAAP financial measures. Refer to the section entitled “Non-GAAP Financial Measures” of this Management Discussion and Analysis for further information regarding these measures.

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


	March 31,					% Change
	2019			2018
United States		3,984			3,589		11	%
Non-U.S.		9,253			8,445		10	%

Total		13,237	⁽¹⁾		12,034		10	%

⁽¹⁾	As a result of the acquisitions of Reis and Omega Performance, Moody’s global staffing increased by 275 employees.

Global revenue of $1,142.1 million in the first quarter of 2019 increased $15.4 million, or 1%, compared to the same period in 2018 and reflected strong growth in MA being mostly offset by declines in MIS. Refer to the section entitled “Segment Results” of this MD&A for a more fulsome discussion of the Company’s segment revenue.

Transaction Revenue accounted for 42% of global MCO revenue in the first quarter of 2019 compared to 46% in 2018.

U.S. revenue of $612.1 million in the first quarter of 2019 increased $14.4 million over the same period in the prior year reflecting strong growth in MA being partially offset by declines in MIS.

Non-U.S. revenue of $530.0 million was flat compared to the same period in the prior year with strong growth in all regions within MA being offset by declines in MIS, most notably in the EMEA region.

Operating expenses were $341.7 million in the first quarter of 2019, up $26.8 million from the same period in 2018, primarily due to increases in compensation costs reflecting hiring activity and merit increases in 2018. The increase also reflects growth from the acquisitions of Reis and Omega Performance.

SG&A expenses of $281.5 million in the first quarter of 2019 increased $10.4 million from the same period in the prior year, primarily reflecting higher compensation costs. The increase in compensation costs primarily reflects hiring activity and merit increases in 2018 coupled with costs from the acquisitions of Reis and Omega Performance. Non-compensation costs were flat compared to the same period in 2018 and included the offsetting impacts of higher costs to support the Company’s initiative to enhance technology infrastructure to enable automation, innovation and efficiency, offset by lower legal costs.

Operating income of $461.7 million in the first quarter of 2019 decreased $29.1 million compared to the same period in 2018 and resulted in an operating margin of 40.4%, compared to 43.6% in the same period of the prior year. Adjusted Operating Income of $518.9 million in the first quarter of 2019 decreased $21.8 million compared to the same period in 2018, resulting in an Adjusted Operating Margin of 45.4% compared to 48.0% in the same period in the prior year.

Interest expense, net in the first quarter of 2019 was $52.5 million, a $1.8 million increase in expense compared to the same period in 2018, reflecting higher tax-related interest on UTPs being partially offset by lower interest on borrowings. The increase in tax-related interest of approximately $7 million included a higher benefit relating to the favorable resolution of UTPs in the first quarter of 2018 compared to the same period in 2019. This increase was partially offset by lower interest expense on borrowings of approximately $5 million primarily reflecting benefits from the interest element of cross-currency swaps that were executed in 2018 and first quarter of 2019 (more fully discussed in Note 10 to the condensed consolidated financial statements). Refer to the section entitled “Liquidity and Capital Resources” of this MD&A for further discussion regarding cash flows relating to the Company’s indebtedness.

The reduction in the ETR to 9.2% in the first quarter of 2019 primarily reflects regulations issued in the first quarter of 2019 relating to the Tax Act as well as lower non-U.S. taxes relating to certain software development.

Diluted EPS in the first quarter of 2019 of $1.93 increased modestly compared to the same period in 2018. Adjusted Diluted EPS of $2.07 in the first quarter of 2019 increased $0.05, compared to the same period in 2018 (refer to the section entitled “Non-GAAP Financial Measures” of this MD&A for items excluded in the derivation of Adjusted Diluted EPS). Diluted EPS and Adjusted Diluted EPS both benefited from a lower ETR coupled with lower diluted weighted average shares outstanding resulting from the Company’s ASR, which was executed in the first quarter of 2019.

Segment Results

Moody’s Investors Service

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


	Three Months Ended March 31,						% Change Favorable (Unfavorable)
	2019			2018			% Change Favorable (Unfavorable)
Revenue:
Corporate finance (CFG)	$	355.4		$	389.6			(9	%)
Structured finance (SFG)		100.7			117.8			(15	%)
Financial institutions (FIG)		115.8			114.3			1	%
Public, project and infrastructure finance (PPIF)		92.7			93.2			(1	%)

Total ratings revenue		664.6			714.9			(7	%)

MIS Other		5.5			5.0			10	%

Total external revenue		670.1			719.9			(7	%)

Intersegment royalty		32.3			29.8			8	%

Total		702.4			749.7			(6	%)

Expenses:
Operating and SG&A (external)		314.4			305.4			(3	%)
Operating and SG&A (intersegment)		2.4			5.0			52	%

Adjusted Operating Income		385.6			439.3			(12	%)

Restructuring		2.7			—			NM
Depreciation and amortization		17.0			16.8			(1	%)

Operating income	$	365.9		$	422.5			(13	%)

Adjusted Operating Margin		54.9	%		58.6	%
Operating margin		52.1	%		56.4	%

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

Pursuant to certain organizational realignments in the first quarter of 2019, revenue from REITs, which was previously classified in the SFG LOB, is now reported as a component of the CFG LOB. The amounts reclassified were not material and prior year revenue by LOB has been reclassified to conform to this new presentation.

Global MIS revenue of $670.1 million in the first quarter of 2019 was down 7% compared to the same period in 2018, primarily reflecting declines in CFG and SFG. Changes in FX rates unfavorably impacted MIS revenue by two percentage points.

Transaction Revenue for MIS was 61% in the first quarter of 2019, compared to 64% in the same period of 2018.

In the U.S., revenue was $411.2 million in the first quarter of 2019, down $22.2 million from the same period in 2018, reflecting declines in all ratings LOBs excluding PPIF.

Non-U.S. revenue was $258.9 million in the first quarter of 2019, a decrease of $27.6 million or 10%, compared to the same period in 2018, reflecting declines in all ratings LOBs excluding FIG.

Global CFG revenue of $355.4 million in the first quarter of 2019 declined 9% compared to a strong prior year comparative period, with both lower U.S. and non-U.S. revenue. In the U.S., revenue was $242.6 million, or 6% lower compared to the same period in the prior year, primarily reflecting a decline in rated issuance volumes in the bank loan sector as higher borrowing costs suppressed refinancing activity. These declines were partially offset by growth in corporate bond revenue (both investment-grade and speculative-grade) resulting from M&A-driven financing coupled with benefits from favorable changes in product mix and pricing increases. Non-U.S. revenue of $112.8 million declined 15% compared to the same period in the prior year, mainly due to lower leveraged finance rated issuance in EMEA resulting from issuers in the region being well funded coupled with unattractive pricing in the sector suppressing refinancing activity. Transaction Revenue represented 70% and 73% of total CFG revenue in the first quarter of 2019 and 2018, respectively.

Global SFG revenue of $100.7 million in the first quarter of 2019 decreased $17.1 million, or 15%, compared to the same period in 2018. In the U.S., revenue of $62.2 million decreased $11.8 million compared to the same period in 2018, reflecting a decline in refinancing activity in the CLO asset class as wider credit spreads suppressed issuance. Additionally, the decline in U.S. revenue also reflected lower CMBS revenue primarily resulting from an unfavorable mix of deals. Non-U.S. revenue in the first quarter of 2019 of $38.5 million decreased $5.3 million compared to the same period in the prior year primarily reflecting declines across most asset classes in EMEA, as uncertainties relating to Brexit and the regulatory environment resulted in postponement of certain securitization transactions. Transaction Revenue was 57% of total SFG revenue in the first quarter of 2019 compared to 63% in the same period in 2018. Changes in FX translation rates unfavorably impacted SFG revenue by two percentage points.

Global FIG revenue of $115.8 million in the first quarter of 2019 increased modestly compared to the same period in the prior year, with growth in non-U.S. revenue being mostly offset by declines in the U.S. Non-U.S. revenue was $69.8 million in the first quarter of 2019, up 6% compared to the same period in 2018, mainly due to higher banking revenue in Asia-Pacific. In the U.S., revenue of $46.0 million decreased 5% compared to the same period in the prior year primarily reflecting lower rated issuance volumes in the insurance sector. Transaction revenue was 41% of total FIG revenue in the first quarter of 2019, compared to 44% in the same period in 2018. Changes in FX translation rates unfavorably impacted FIG revenue by two percentage points.

Global PPIF revenue was $92.7 million in the first quarter of 2019 and decreased modestly compared to the first quarter of 2018 with declines in non-U.S. revenue being mostly offset by growth in the U.S. Outside the U.S., PPIF revenue was $32.5 million in the first quarter of 2019 and declined $7.3 million compared to a strong prior year comparative period primarily due to declines in public and infrastructure finance in EMEA. In the U.S., revenue in the first quarter of 2019 was $60.2 million, an increase of $6.8 million compared to the same period in 2018, primarily due to higher public and infrastructure finance revenue relative to a challenging prior year period. Transaction Revenue was 59% in the first quarter of 2019, compared to 58% in the same period of 2018. Changes in FX translation rates unfavorably impacted PPIF revenue by two percentage points.

Operating and SG&A expenses in the first quarter of 2019 increased $9.0 million compared to the same period in 2018 and reflected an approximate $15 million increase in compensation costs partially offset by an approximate $6 million decrease in non-compensation costs. The increase in compensation costs primarily reflects higher salaries and employee benefits reflecting hiring activity and merit increases in 2018. The decline in non-compensation costs primarily reflects lower legal costs partially offset by higher costs to support the Company’s initiative to enhance technology infrastructure to enable automation, innovation and efficiency.

Adjusted Operating Income and operating income in the first quarter of 2019, which includes intersegment royalty revenue and intersegment expenses, were $385.6 million and $365.9 million, respectively, down $53.7 million and $56.6 million, respectively, compared to the same period in the prior year. Adjusted Operating Margin in the first quarter of 2019 was 54.9%, or 370BPS lower than the prior year. Operating margin was 52.1% in the first quarter of 2019, compared to 56.4% in the same period in the prior year.

Moody’s Analytics

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


	Three Months Ended March 31,						% Change Favorable (Unfavorable)
	2019			2018			% Change Favorable (Unfavorable)
Revenue:
Research, data and analytics (RD&A)	$	307.7		$	267.1			15	%
Enterprise risk solutions (ERS)		121.9			102.2			19	%
Professional services (PS)		42.4			37.5			13	%

Total external revenue		472.0			406.8			16	%

Intersegment revenue		2.4			5.0			(52	%)

Total MA Revenue		474.4			411.8			15	%

Expenses:
Operating and SG&A (external)		308.8			280.6			(10	%)
Operating and SG&A (intersegment)		32.3			29.8			(8	%)

Adjusted Operating Income		133.3			101.4			31	%

Restructuring		2.8			—			NM
Depreciation and amortization		33.3			32.3			(3	%)
Acquisition-Related Expenses		1.4			0.8			(75	%)

Operating income	$	95.8		$	68.3			40	%

Adjusted Operating Margin		28.1	%		24.6	%
Operating margin		20.2	%		16.6	%

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

Global MA revenue increased $65.2 million, or 16%, compared to the same period in 2018 reflecting strong growth across all LOBs. The acquisitions of Reis and Omega Performance contributed approximately $11 million of revenue, or three percentage points of the growth. Recurring revenue comprised 85% of total MA revenue in both the first quarter of 2019 and 2018, respectively. Changes in FX translation rates unfavorably impacted MA revenue by three percentage points.

In the U.S., revenue of $200.9 million in the first quarter of 2019 increased $36.6 million, reflecting growth across all LOBs, most notably in RD&A.

Non-U.S. revenue of $271.1 million in the first quarter of 2019 was $28.6 million higher than in the same period in 2018 reflecting growth in RD&A and ERS. Changes in FX translation rates unfavorably impacted non-U.S. MA revenue by five percentage points.

Global RD&A revenue of $307.7 million increased $40.6 million, or 15%, over the prior year period. RD&A revenue in the first quarter of 2019 included approximately $9 million of revenue, or three percentage points of the growth, from the Reis acquisition. RD&A revenue growth was also favorably impacted by a $10 million reduction of revenue in the prior year relating to a deferred revenue adjustment required as part of acquisition accounting for Bureau van Dijk. Organic RD&A revenue growth reflected strong results in the credit research and rating data feeds product lines, where enhanced content on the new CreditView platform and continued alignment of usage and licensing parameters have generated higher fees. Additionally, the growth in the first quarter of 2019 reflected higher revenue from Bureau van Dijk (notwithstanding the aforementioned deferred revenue adjustment) as a result of increased market demand for data to fulfill compliance requirements across multiple customer segments. U.S. revenue of $134.8 million and non-U.S. revenue of $172.9 million in the first quarter of 2019 increased 20% and 12%, respectively, compared to the same period in 2018. Changes in FX translation rates unfavorably impacted RD&A revenue by four percentage points.

Global ERS revenue of $121.9 million in the first quarter of 2019 increased $19.7 million, or 19%, compared to the same period in 2018. The growth reflects increases across all regions primarily due to the ongoing demand for SaaS-based CECL solutions coupled with increased demand for actuarial modeling tools in support of certain international accounting standards relating to insurance contracts. The growth also reflects benefits from pricing increases in ERS’s recurring revenue base, which together resulted in an approximate $15 million increase in revenue from subscription-based products. Revenue from one-time licenses and services also grew by approximately $6 million mainly from the implementation of insurance modeling solutions. In the U.S., revenue of $48.4 million in the first quarter of 2019 increased 26% compared to the same period in the prior year. Non-U.S. revenue of $73.5 million in the first quarter of 2019 increased 15% compared to the same period in the prior year. Changes in FX translation rates unfavorably impacted ERS revenue by three percentage points.

Global PS revenue of $42.4 million in the first quarter of 2019 increased $4.9 million compared to the same period in 2018 with approximately half of the growth reflecting revenue from the acquisition of Omega Performance. The increase compared to the prior year also reflects organic growth in online learning solutions coupled with growth from outsourced analytical and research services. In the U.S., revenue in the first quarter of 2019 was $17.7 million, up 34% compared to the same period in 2018. Non-U.S. revenue in the first quarter of 2019 was $24.7 million, up 2% compared to the same period in 2018. Changes in FX translation rates unfavorably impacted PS revenue by three percentage points.

Operating and SG&A expenses in the first quarter of 2019 increased $28.2 million compared to the same period in 2018. This growth reflected increases in both compensation and non-compensation costs of approximately $22 million and $6 million, respectively, and included approximately $9 million in inorganic expense growth from the acquisitions of Reis and Omega Performance. Organic growth in compensation costs primarily reflects hiring activity and merit increases in 2018. Organic growth in non-compensation expenses primarily reflects higher costs to support the Company’s initiative to enhance technology infrastructure to enable automation, innovation and efficiency.

Adjusted Operating Income was $133.3 million in the first quarter of 2019 and increased $31.9 million compared to the same period in 2018. Operating income of $95.8 million in the first quarter of 2019 increased $27.5 million compared to the same period in 2018. Adjusted Operating Margin in the first quarter of 2019 was 28.1%, up 350BPS from the same period in 2018. Operating margin was 20.2% in the first quarter of 2019, up 360BPS from the same period in the prior year. Adjusted Operating Income and operating income both include intersegment revenue and expense.

Liquidity and Capital Resources

Cash Flow

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


	Three Months Ended March 31,						$ Change Favorable (Unfavorable)
	2019			2018			$ Change Favorable (Unfavorable)
Net cash provided by operating activities	$	367.1		$	391.5		$	(24.4	)
Net cash used in investing activities	$	(7.2	)	$	(18.5	)	$	11.3
Net cash used in financing activities	$	(848.8	)	$	(182.3	)	$	(666.5	)
Free Cash Flow ⁽¹⁾	$	347.1		$	376.5		$	(29.4	)

⁽¹⁾	Free Cash Flow is a non-GAAP measure and is defined by the Company as net cash provided by operating activities minus cash paid for capital expenditures. Refer to “Non-GAAP Financial Measures” of this MD&A for further information on this financial measure.

Net cash provided by operating activities

The decline in net cash flows from operating activities in the first quarter of 2019 was primarily due to the decrease in operating income compared to the same period in the prior year (see section entitled “Results of Operations” for further discussion).

Net cash used in investing activities

The $11.3 million decrease in cash flows used in investing activities compared to 2018 primarily reflects $5.7 million in cash received in the first quarter of 2018 from a notes receivable issued in connection with a disposal of a subsidiary coupled with a $5.0 million increase in capital additions.

Net cash used in financing activities

The $666.5 million increase in cash used in financing activities was primarily attributed to:

•

the repayment of $450 million for the 2014 Senior Notes (5-year), partially offset by higher net issuance of CP of approximately $358 million; and

•

higher cash paid for share repurchases in 2019 of approximately $530 million, which includes a $125 million payment for shares made under the ASR agreement that were retained by a financial institution counterparty until final settlement of the contract in April 2019.

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

The Company’s aggregate cash and cash equivalents and short-term investments of $1.3 billion at March 31, 2019 consisted of approximately $1.1 billion located outside of the U.S. Approximately 33% of the Company’s aggregate cash and cash equivalents and short-term investments is denominated in euros and British pounds. The Company manages both its U.S. and international cash flow to maintain sufficient liquidity in all regions to effectively meet its operating needs.

As a result of the Tax Act, all previously net undistributed foreign earnings have now been subject to U.S. tax. The Company continues to evaluate which entities it will indefinitely reinvest earnings outside the U.S. The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested. Accordingly, the Company has commenced repatriating a portion of its non-U.S. cash in these subsidiaries and will continue to repatriate certain of its offshore cash in a manner that addresses compliance with local statutory requirements, sufficient offshore working capital and any other factors that may be relevant in certain jurisdictions. Notwithstanding the Tax Act, which generally eliminated federal income tax on future cash repatriation to the U.S., cash repatriation may be subject to state and local taxes or withholding or similar taxes.

Indebtedness

At March 31, 2019, Moody’s had $5.5 billion of outstanding debt and approximately $680 million of additional borrowing capacity available under the Company’s CP program, which is backstopped by the 2018 Facility. At March 31, 2019, the Company was in compliance with all covenants contained within all of the debt agreements. All of the Company’s long-term debt agreements contain cross default provisions which state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. At March 31, 2019, there were no such cross defaults.

The repayment schedule for the Company’s borrowings outstanding at March 31, 2019 is as follows:


Year Ending December 31,	2010 Senior Notes due 2020		2012 Senior Notes due 2022		2013 Senior Notes due 2024		2014 Senior Notes (30-year) due 2044		2015 Senior Notes due 2027		2017 Senior Notes due 2021		2017 Senior Notes due 2023		2017 Senior Notes due 2028		2018 Senior Notes due 2021		2018 Senior Notes due 2029		2018 Senior Notes due 2048		Commercial Paper		Total
2019 (After March 31)	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	320.0	$	320.0
2020		500.0		—		—		—		—		—		—		—		—		—		—		—		500.0
2021		—		—		—		—		—		500.0		—		—		300.0		—		—		—		800.0
2022		—		500.0		—		—		—		—		—		—		—		—		—		—		500.0
2023		—		—		—		—		—		—		500.0		—		—		—		—		—		500.0
Thereafter		—		—		500.0		600.0		561.4		—		—		500.0		—		400.0		400.0		—		2,961.4

Total	$	500.0	$	500.0	$	500.0	$	600.0	$	561.4	$	500.0	$	500.0	$	500.0	$	300.0	$	400.0	$	400.0	$	320.0	$	5,581.4

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

Other Material Future Cash Requirements

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

The Company remains committed to using its strong cash flow to create value for shareholders by investing in growing areas of the business, reinvesting in ratings quality initiatives, making selective acquisitions, repurchasing stock and paying dividends, all in a manner consistent with maintaining sufficient liquidity after giving effect to any additional indebtedness that may be incurred.

On April 15, 2019, the Board of Directors of the Company declared a quarterly dividend of $0.50 per share of Moody’s common stock, payable June 10, 2019 to shareholders of record at the close of business on May 20, 2019. The continued payment of dividends at this rate, or at all, is subject to the discretion of the Board.

Full-year 2019 total share repurchases (including shares repurchased via the aforementioned ASR) are expected to be approximately $1 billion, subject to available cash, market conditions and other ongoing capital allocation decisions.

The Company has future cash requirements, including operating leases and debt service and payments as noted in the tables that follow as well as future payments related to the transition tax under the Tax Act.

Off-Balance Sheet Arrangements

At March 31, 2019, Moody’s did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as special purpose or variable interest entities where Moody’s is the primary beneficiary, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. As such, Moody’s is not exposed to any financing, liquidity market or credit risk that could arise if it had engaged in such relationships.

Contractual Obligations

The following table presents payments due under the Company’s contractual obligations as of March 31, 2019:


			Payments Due by Period
(in millions)	Total		Less Than 1 Year		1 - 3 Years		3 - 5 Years		Over 5 Years
Indebtedness ⁽¹⁾	$	7,735.7	$	530.3	$	1,672.0	$	1,768.9	$	3,764.5
Operating lease obligations		694.5		107.1		199.4		161.3		226.7
Purchase obligations		171.4		104.1		67.3		—		—
Pension obligations ⁽²⁾		138.8		4.4		42.7		25.4		66.3

Total ⁽³⁾	$	8,740.4	$	745.9	$	1,981.4	$	1,955.6	$	4,057.5

⁽¹⁾	Reflects principal payments, related interest and applicable fees due on all indebtedness outstanding as described in Note 17 to the condensed consolidated financial statements.

⁽²⁾	Reflects projected benefit payments relating to the Company’s U.S. unfunded DBPPs and Retirement and Other Plans described in Note 16 to the condensed consolidated financial statements.

⁽³⁾

The table above does not include the Company’s net long-term tax liabilities of $474.5 million relating to UTPs, since the expected cash outflow of such amounts by period cannot be reasonably estimated. The table above also does not include an additional $119.0 million relating to the remaining unpaid deemed repatriation liability resulting from the Tax Act enacted into law in the U.S. in December 2017, which the Company had elected to pay in eight annual installments.

Non-GAAP Financial Measures:

In addition to its reported results, Moody’s has included in this MD&A certain adjusted results that the SEC defines as “non-GAAP financial measures.” Management believes that such non-GAAP financial measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and can provide greater transparency to investors of supplemental information used by management in its financial and operational decision-making. These non-GAAP measures, as defined by the Company, are not necessarily comparable to similarly defined measures of other companies. Furthermore, these non-GAAP measures should not be viewed in isolation or used as a substitute for other GAAP measures in assessing the operating performance or cash flows of the Company. Below are descriptions of the Company’s non-GAAP financial measures accompanied by a reconciliation of the non-GAAP measure to its most directly comparable GAAP measure:

Adjusted Operating Income and Adjusted Operating Margin:

The Company presents Adjusted Operating Income because management deems this metric to be a useful measure of assessing the operating performance of Moody’s. Adjusted Operating Income excludes depreciation and amortization, restructuring, and Acquisition-Related Expenses. Depreciation and amortization are excluded because companies utilize productive assets of different ages and use different methods of acquiring and depreciating productive assets. Restructuring charges are excluded as the frequency and magnitude of these charges may vary widely across periods and companies. Acquisition-Related Expenses consist of expenses incurred to complete and integrate the acquisition of Bureau van Dijk and are excluded due to the material nature of these expenses on an annual basis in both the current and prior years, which are not expected to recur at this dollar magnitude subsequent to the completion of the multi-year integration effort. Acquisition-related expenses from other acquisitions were not material. Management believes that the exclusion of depreciation and amortization, restructuring charges, and Acquisition-Related Expenses, as detailed in the reconciliation below, allows for an additional perspective on the Company’s operating results from period to period and across companies. The Company defines Adjusted Operating Margin as Adjusted Operating Income divided by revenue.


	Three Months Ended
	March 31,
	2019			2018
Operating income	$	461.7		$	490.8
Adjustments:
Restructuring		5.5			—
Depreciation and amortization		50.3			49.1
Acquisition-Related Expenses		1.4			0.8

Adjusted Operating Income	$	518.9		$	540.7

Operating margin		40.4	%		43.6	%
Adjusted Operating Margin		45.4	%		48.0	%

Adjusted Net Income and Adjusted Diluted EPS attributable to Moody’s common shareholders:

The Company presents Adjusted Net Income and Adjusted Diluted EPS because management deems these metrics to be useful measures to provide additional perspective on the operating performance of Moody’s. Adjusted Net Income and Adjusted Diluted EPS exclude the impact of amortization of acquired intangible assets, Acquisition-Related Expenses and restructuring charges.

The Company excludes the impact of amortization of acquired intangible assets as companies utilize intangible assets with different ages and have different methods of acquiring and amortizing intangible assets. Furthermore, the timing and magnitude of business combination transactions are not predictable and the purchase price allocated to amortizable intangible assets and the related amortization period are unique to each acquisition and can vary significantly from period to period and across companies. Also, management believes that excluding acquisition-related amortization expense provides additional perspective when comparing operating results from period to period, and with both acquisitive and non-acquisitive peer companies. Additionally, Acquisition-Related Expenses are excluded due to the material nature of these expenses on an annual basis, which are not expected to recur at this dollar magnitude subsequent to the completion of the multi-year integration effort relating to Bureau van Dijk. Acquisition-related expenses from other acquisitions were not material.

Below is a reconciliation of this measure to its most directly comparable U.S. GAAP amount:


	Three Months Ended March 31,
Amounts in millions	2019					2018
Net income attributable to Moody’s common shareholders				$	372.9				$	372.9
Pre-Tax Acquisition-Related Expenses	$	1.4				$	0.8
Tax on Acquisition-Related Expenses		(0.3	)				(0.2	)

Net Acquisition-Related Expenses ⁽¹⁾					1.1					0.6
Pre-Tax Acquisition-Related Intangible Amortization Expenses	$	26.4				$	25.7
Tax on Acquisition-Related Intangible Amortization Expenses		(6.1	)				(5.9	)

Net Acquisition-Related Intangible Amortization Expenses					20.3					19.8
Pre-Tax Restructuring	$	5.5				$	—
Tax on Restructuring		(1.4	)				—

Net Restructuring					4.1					—

Adjusted Net Income				$	398.4				$	393.3


	Three Months Ended March 31,
	2019					2018
Earnings per share attributable to Moody’s common shareholders				$	1.93				$	1.92
Pre-Tax Acquisition-Related Expenses	$	0.01				$	—
Tax on Acquisition-Related Expenses		—					—

Net Acquisition-Related Expenses ⁽¹⁾					0.01					—
Pre-Tax Acquisition-Related Intangible Amortization Expenses	$	0.14				$	0.13
Tax on Acquisition-Related Intangible Amortization Expenses		(0.03	)				(0.03	)

Net Acquisition-Related Intangible Amortization Expenses					0.11					0.10
Pre-Tax Restructuring	$	0.03				$	—
Tax on Restructuring		(0.01	)				—

Net Restructuring					0.02					—

Adjusted Diluted EPS				$	2.07				$	2.02

⁽¹⁾	Certain of these Acquisition-Related Expenses are not deductible for tax

The tax impacts in the table above were calculated using tax rates in effect in the jurisdiction for which the item relates.

Free Cash Flow:

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


	Three Months Ended March 31,
	2019			2018
Net cash provided by operating activities	$	367.1		$	391.5
Capital additions		(20.0	)		(15.0	)

Free Cash Flow	$	347.1		$	376.5

Net cash used in investing activities	$	(7.2	)	$	(18.5	)
Net cash used in financing activities	$	(848.8	)	$	(182.3	)

Recently Issued Accounting Standards

Refer to Note 21 to the condensed consolidated financial statements located in Part I on this Form 10-Q for a discussion on the impact to the Company relating to recently issued accounting pronouncements.

Contingencies

Legal proceedings in which the Company is involved also may impact Moody’s liquidity or operating results. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Item 1 - “Financial Statements”, Note 19 “Contingencies.”

REGULATION

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

The regulatory landscape has changed rapidly in recent years, and continues to evolve. In the EU, the CRA industry is registered and supervised through a pan-European regulatory framework. The European Securities and Markets Authority (ESMA) has direct supervisory responsibility for the registered CRA industry throughout the EU. MIS is a registered entity and is subject to formal regulation and periodic inspection. Applicable rules include procedural requirements with respect to credit ratings of sovereign issuers, liability for intentional or grossly negligent failure to abide by applicable regulations, mandatory rotation requirements of CRAs hired by issuers of securities for credit ratings of resecuritizations, restrictions on CRAs or their shareholders if certain ownership thresholds are crossed, reporting requirements to ESMA regarding fees, and additional procedural and substantive requirements on the pricing of services. In 2016, the European Commission published a report concluding that no new EU legislation was needed for the industry at that time, but that it would continue to monitor the credit rating industry and analyze approaches that may strengthen existing regulation. In addition, from time to time, ESMA publishes interpretive guidance, or thematic reports regarding various aspects of the regulation. In the first quarter of 2019, ESMA published final guidelines on the submission of periodic information to ESMA by CRAs as well as its work program for 2019. In its work program, ESMA identified its supervisory priorities for 2019 to include the quality of the rating process, portfolio risk (defined by ESMA as the ability of a CRA to rank-order rated issuers or instruments by relative credit risk) and cybersecurity. This will be in addition to its ongoing work on Brexit and fees charged by CRAs. Finally, ESMA published, for comment, proposed guidelines on disclosure requirements for CRAs, including a chapter with the objective of improving transparency in disclosures where Environmental, Social and Governance (ESG) factors are key underlying elements of a credit rating.

Separately, on June 23, 2016, the U.K. voted through a referendum to exit the EU. The U.K. officially launched the exit process by submitting its Article 50 letter to the EU, informing it of the U.K.’s intention to exit. The submission of this letter started the clock on the negotiation of the terms of exit, which originally was expected to take up to two years, but is taking longer.

The longer-term impacts of the decision to leave the EU on the overall regulatory framework for the U.K. will depend, in part, on the relationship that the U.K. negotiates with the EU. In the interim, the EU CRA regulatory framework will remain in place and firms must continue to abide by their existing obligations with ESMA as the regulator of EU-registered CRAs. Legislation is currently in place in the U.K that would come into force in the event of the U. K’s withdrawal from the EU without an agreement, and which would substantially mirror the EU CRA legislation under the supervision of the Financial Conduct Authority, which has been designated to be the U.K. regulator for U.K. CRAs after exit.

In the U.S., CRAs are subject to extensive regulation primarily pursuant to the Reform Act and the Financial Reform Act. The SEC is required by these legislative acts to publish two annual reports to Congress on NRSROs. The Financial Reform Act requires the SEC to examine each NRSRO once a year and issue an annual report summarizing the examination findings, among other requirements. The annual report required by the Reform Act details the SEC’s views on the state of competition, transparency and conflicts of interests among NRSROs, among other requirements. The SEC voted in August 2014 to adopt its final rules for NRSROs as required by the Financial Reform Act. The Company has made and continues to make substantial IT and other investments, and has implemented the relevant compliance obligations.

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

Forward-Looking Statements

Certain statements contained in this quarterly report on Form 10-Q are forward-looking statements and are based on future expectations, plans and prospects for the Company’s business and operations that involve a number of risks and uncertainties. Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements. Those statements appear at various places throughout this quarterly report on Form 10-Q, including in the sections entitled “Contingencies” under Item 2 “MD&A”, commencing on page 44 of this quarterly report on Form 10-Q, under “Legal Proceedings” in Part II, Item 1 of this Form 10-Q, and elsewhere in the context of statements containing the words “believe”, “expect”, “anticipate”, “intend”, “plan”, “will”, “predict”, “potential”, “continue”, “strategy”, “aspire”, “target”, “forecast”, “project”, “estimate”, “should”, “could”, “may” and similar expressions or words and variations thereof relating to the Company’s views on future events, trends and contingencies. Stockholders and investors are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements and other information are made as of the date of this quarterly report on Form 10-Q, and the Company undertakes no obligation (nor does it intend) to publicly supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise, except as required by law. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company is identifying examples of factors, risks and uncertainties that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements. Those factors, risks and uncertainties include, but are not limited to, credit market disruptions or economic slowdowns, which could affect the volume of debt and other securities issued in domestic and/or global capital markets; other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, credit quality concerns,

changes in interest rates and other volatility in the financial markets such as that due to the U.K.’s planned withdrawal from the EU; the level of merger and acquisition activity in the U.S. and abroad; the uncertain effectiveness and possible collateral consequences of U.S. and foreign government actions affecting credit markets, international trade and economic policy; concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; the introduction of competing products or technologies by other companies; pricing pressure from competitors and/or customers; the level of success of new product development and global expansion; the impact of regulation as an NRSRO, the potential for new U.S., state and local legislation and regulations, including provisions in the Financial Reform Act and regulations resulting from that Act; the potential for increased competition and regulation in the EU and other foreign jurisdictions; exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquires to which the Company may be subject from time to time; provisions in the Financial Reform Act legislation modifying the pleading standards, and EU regulations modifying the liability standards, applicable to credit rating agencies in a manner adverse to credit rating agencies; provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services and the expansion of supervisory remit to include non-EU ratings used for regulatory purposes; the possible loss of key employees; failures or malfunctions of our operations and infrastructure; any vulnerabilities to cyber threats or other cybersecurity concerns; the outcome of any review by controlling tax authorities of the Company’s global tax planning initiatives; exposure to potential criminal sanctions or civil remedies if the Company fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which the Company operates, including data protection and privacy laws, sanctions laws, anti-corruption laws, and local laws prohibiting corrupt payments to government officials; the impact of mergers, acquisitions or other business combinations and the ability of the Company to successfully integrate such acquired businesses; currency and foreign exchange volatility; the level of future cash flows; the levels of capital investments; and a decline in the demand for credit risk management tools by financial institutions. These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under “Risk Factors” in Part I, Item 1A of the Company’s annual report on Form 10-K for the year ended December 31, 2018, and in other filings made by the Company from time to time with the SEC or in materials incorporated herein or therein. Stockholders and investors are cautioned that the occurrence of any of these factors, risks and uncertainties may cause the Company’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on the Company’s business, results of operations and financial condition. New factors may emerge from time to time, and it is not possible for the Company to predict new factors, nor can the Company assess the potential effect of any new factors on it.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The following discussion outlines changes in Moody’s derivative instrument portfolio subsequent to the filing of the Company’s Form 10-K for the year ended December 31, 2018:

Cross-currency swaps designated as a net investment hedges:

In March 2019, the Company entered into cross-currency swaps to exchange an aggregate amount of €663.6 million with corresponding EUR fixed interest rates for an aggregate amount of $750.0 million with corresponding USD fixed interest rates. Additionally, the Company entered into cross-currency swaps to exchange an aggregate amount of €221.0 million with corresponding interest based on the floating 3-month EURIBOR for an aggregate amount of $250.0 million with corresponding interest based on the floating 3-month USD LIBOR. Both types of swaps were designated as net investment hedges under ASC Topic 815. The purpose of these cross-currency swaps is to mitigate FX exposure related to a portion of the Company’s euro net investments in certain foreign subsidiaries against changes in euro/USD exchange rates. If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $101 million unfavorable impact to the fair value of the cross-currency swaps recognized in OCI, which would be offset by favorable currency translation gains on the Company’s euro net investment in foreign subsidiaries.

Interest rate swaps designated as fair value hedges:

Furthermore, in the first quarter of 2019, the Company entered into interest rate swaps with a notional amount of $250 million to convert the fixed rate of interest on the 2.625% 2017 Senior Notes due 2023 to a floating interest rate based on the 3-month USD LIBOR. A hypothetical change of 100 BPS in the USD LIBOR-based swap rate would result in an approximate $10 million change to the fair value of the swap, which would be offset by the change in fair value of the hedged item.

Refer to Note 10 to the condensed consolidated financial statements in this Form 10-Q and Item 7A. “Quantitative and Qualitative Disclosures about Market Risk”, contained in the Company’s annual report on Form 10-K for the year ended December 31, 2018 for further discussion on the Company’s derivative financial instruments.

Item 4.

Controls and Procedures

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

Except as described below, the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has determined that there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting during the three-month period ended March 31, 2019.

During the first quarter of 2019, the Company implemented internal controls relating to the New Lease Accounting Standard, which was adopted by Moody’s on January 1, 2019.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

For information regarding legal proceedings, see Item 1 – “Financial Statements – Notes to Condensed Consolidated Financial Statements (Unaudited),” Note 19 “Contingencies” in this Form 10-Q.

Item 1A.

Risk Factors

There have been no material changes since December 31, 2018 to the significant risk factors and uncertainties known to the Company that, if they were to occur, could materially adversely affect the Company’s business, financial condition, operating results and/or cash flow. For a discussion of the Company’s risk factors, refer to Item 1A. “Risk Factors”, contained in the Company’s annual report on Form 10-K for the year ended December 31, 2018.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

MOODY’S PURCHASES OF EQUITY SECURITIES

For the Three Months Ended March 31, 2019


Period	Total Number of Shares Purchased ⁽¹⁾		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program		Approximate Dollar Value of Shares That May Yet be Purchased Under the Program ^(2) (3)
January 1 - 31		356,523	$	149.12		356,523	$	1,271.1 million
February 1 - 28		2,338,101	$	168.94		2,337,846	$	751.1 million
March 1 - 31		419,487	$	—		—	$	751.1 million

Total		3,114,111	$	166.32		2,694,369

⁽¹⁾	Includes surrender to the Company of 255 and 419,487 shares of common stock in February and March, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

⁽²⁾

As of the last day of each of the months. On December 15, 2015, the Board authorized a $1 billion share repurchase program. Additionally, in October 2018, the Board authorized an additional $1.0 billion share repurchase program which commenced during the first quarter of 2019 following the completion of the 2015 repurchase program. There is no established expiration date for the remaining authorization.

⁽³⁾	Pursuant to an ASR executed in February 2019, the Company paid $500 million to a counterparty and received an initial delivery of 2.2 million shares of its common stock.

During the first quarter of 2019, Moody’s issued 1.4 million shares under employee stock-based compensation plans.

Item 5.

Other Information

Not applicable

Item 6.

Exhibits


Exhibit No.		Description

3		ARTICLES OF INCORPORATION AND BY-LAWS

.1		Restated Certificate of Incorporation of Moody’s Corporation dated April 17, 2013 (incorporated by reference to Exhibit 3.4 to the Report on Form 8-K of the Registrant file number 1-14037, filed April 22, 2013.

.2		Amended and Restated By-laws of Moody’s Corporation, effective April 17, 2013 (incorporated by reference to Exhibit 3.2 to the Report on Form 8-K of the Registrant, file number 1-14037, filed April 22, 2013).

10		MATERIAL CONTRACTS

.1*		Amendment to the Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan (as amended, December 18, 2017)

31		CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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

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

32		CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

.1*		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The Company has furnished this certification and does not intend for it to be considered filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.

.2*		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The Company has furnished this certification and does not intend for it to be considered filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.



101		XBRL

101.DEF*		XBRL Definitions Linkbase Document

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		MOODY’S CORPORATION

	By:	/ S / MARK KAYE
		Mark Kaye
		Senior Vice President and Chief Financial Officer (principal financial officer)

	By:	/ S / CAROLINE SULLIVAN
		Caroline Sullivan
		Senior Vice President and Corporate Controller (principal accounting officer)

Date: May 1, 2019