Moody's Corporation

Good day and welcome ladies and gentlemen to the Moody's Corporation third quarter 2019 earnings conference call. At this time I would like to inform you that this conference is being recorded and that all participants are in a listen only mode. At the request of the company we will open the conference up for question and answers following the presentation. I will now turn the conference over to Shivani Kaur, head of investor relations. Please go ahead.

Thank you. Good morning everyone and thanks for joining us on this teleconference to discuss Moody's third quarter 2019 results as well as our current outlook for full year 2019. I'm Shivani Kaur, head of investor relations. This morning Moody's released its results for the third quarter of 2019 as well as an update to our current outlook for full year 2019. The earnings press release and the presentation to accompany this teleconference are both available on our website at .moody's.com. Ray McDaniel, Moody's president and chief executive officer, will lead this morning's conference call. Also making prepared remarks on the call this morning is Mark Kaye, Moody's chief financial officer. During this call we will also be presenting non-GAP or adjusted figures. These refer to the tables at the end of our earnings press release filed this morning for reconciliation between all adjusted measures mentioned during this call and GAP. Before we begin I call your attention to the safe harbor language which can be found toward the end of our earnings release. Today's remarks may contain forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the Act I also direct your attention to the management's discussion and analysis section and the risk factors discussed in our annual report on form 10K for the year ended December 31st 2018 and in other SEC filings made by the company which are available on our website and on the SEC's website. These together with the safe harbor statements set forth important factors that could cause actual results to differ materially from those contained in any such forward looking statements. I would also like to point out that members of the media may be on the call this morning in a listen only mode. I'll now turn the call over to Ray McDaniel.

Thanks Shivani. Good morning and thank you everyone for joining today's call. I'll begin by summarizing Moody's third quarter 2019 financial results and provide an update on the execution of our strategy. Mark Kaye will then follow with further details on our third quarter results and comment on our revised outlook for 2019. After our prepared remarks we'll be happy to respond to your questions. I'd like to start by providing select highlights for the quarter. First Moody's achieved substantial revenue growth with Moody's investor service attaining its second highest quarterly revenue result ever as well as continued strength in Moody's analytics which has now delivered double digit growth in eight of the past nine quarters. Second the adjusted operating margin of .5% was up 190 basis points as compared to the prior year period. Next in light of stronger than anticipated top line growth and disciplined expense management we're raising our full year adjusted diluted EPS guidance range to $8.05 to $8.20. And finally since our last earnings call we continue to execute on our long term strategy of targeted investment in regional and product expansion opportunities. In addition I am pleased that Moody's has bolstered its leadership in ESG engagement and disclosure. Moving on to third quarter 2019 results robust performance across both business segments resulted in a 15% revenue increase for Moody's overall driven by 16% growth in MIS and 13% growth in MA. Moody's adjusted operating income of $614 million was up 19% from the prior year period and the adjusted operating margin of .5% was up 190 basis points. Adjusted diluted EPS grew 27% driven by strong business performance. We continue to enhance our core ratings and analytics businesses while pursuing strategic growth opportunities both down the corporate credit pyramid and across into new geographies and adjacent product areas. I'd like to take a few minutes to review several key initiatives Moody's has undertaken in the last few months in line with our strategic priorities. I'll first speak to our enhanced regional presence in China and Latin America. Starting with China we forecast the domestic ratings market to generate industry wide revenue of approximately $270 million in 2019 and for our joint venture CCXI to have market share in the low 40s and 50% range up from the high 30s during 2018. With CCXI we are well positioned with 30% ownership stake in China's largest domestic rating agency which has approximately 1700 rated customers including approximately 40 new public ratings year to date. In addition earlier this week we announced that we acquired a minority stake in Sintao Green Finance. Sintao obtains data from more than 1200 publicly listed companies in China to provide environmental data and analytics, green bond verification and green finance solutions to Chinese banks, institutional investors, corporate and policy research organizations. The Sintao investment complements our recent acquisitions of majority stakes in Vigio Iris and 427 and advances our global commitment to establishing transparent standards for evaluating ESG risks. Moving to Latin America, last month we launched Moody's Local. Subject to regulatory approvals this new platform will provide domestic ratings and research for financial institutions, corporates, local governments and other sectors in Peru, Panama and Bolivia. From this foundation we look forward to further expanding our presence in domestic markets across the region. To learn more about Moody's Local please visit Moody's Local dot com. Shifting to our expansion down the credit pyramid and into business adjacencies, in the third quarter we added new product capabilities to further enhance our portfolio. First, at Bureau Van Dyke we launched Compliance Catalyst 2, an enhanced platform to streamline customer identity analysis facilitating compliance with know your customer, anti-money laundering, anti-bribery and related rules and regulations. Second, earlier this month we acquired ABS Suite, a software platform used by issuers and trustees to administer and report on asset backed and mortgage backed securities programs. This acquisition strengthens MA's leading position in securitized markets, serving issuers, dealers and investors with data analytics and operational tools. Third, MIS's public finance rating group used data and analytics from 427 to analyze US local government heat stress exposure and credit risk. This demonstrates our ability to integrate ESG data into credit analysis and research. Finally, our acquisition of Risk First, which closed in July, provides MA with the award-winning Faro platform, a leading solution for asset managers and pension plan sponsors, supporting more than 3,000 plans and more than $1.4 trillion in assets. Risk First offers extensive, unique data and advanced analytics for management of long dated assets and liabilities. These new capabilities demonstrate our ability and commitment to enhancing the relevance of MIS brand to an ever-expanding range of analytical disciplines, stimulating the growth prospects of our business. Issue and connectivity increased after four consecutive quarters of decline and was a key driver of our third quarter operating performance. Central bank actions and falling benchmark rates created issuer-friendly market conditions, overcoming continued geopolitical uncertainty and bearish global growth forecasts. Strong corporate fixed rate bond issuance, driven by opportunistic and &A-related financing, aided MIS in delivering robust growth in the third quarter. Corporate finance was a significant driver of MIS's -over-year performance, so I'd like to spend another minute on US investment rate and high yield bond issuance, as well as bank loan issuance in the third quarter. Due to the flattening of the yield curve in the third quarter, fixed income market issuance was strong across all asset classes. Relatively lower financing costs drove increases in investment grade and high yield bond issuance by 45% and more than 100% respectively. Issuance of floating rate loans, which had a slightly higher -over-year financing cost, increased by 21%, reversing a string of -over-year declines in the prior four quarters. In light of a delayed Brexit, it is important to reiterate that since the UK referendum in June 2016, MIS has taken steps to ensure that we have appropriate operational capacity both in the EU27 and the UK. We have also adjusted our processes to conduct credit rating activities effectively and without interruption, irrespective of the outcome of the Brexit process. In short, we are prepared for the delayed scenario, and in the event of a no-deal Brexit, MIS is ready to carry out operations in the EU27 and the UK. I'd like to review a few recent initiatives that underscore our commitment to a sustainable future. First, I am proud to announce that Moody's has published its inaugural Sustainability Accounting Standards Board Index on moody's.com slash CSR, which includes information consistent with SASB's objectives. Second, senior management participated in multiple UN global compact events related to ESG during UN General Assembly Week. MIS, in partnership with the Climate Bond Initiative, also hosted a briefing during Climate Week New York City on pace and cost of carbon transition and the financial tools deployed to facilitate it. Third, MIS is hosting an ESG conference in London next week together with Vigil Iris and 427, where key industry figures will share their insights on important ESG themes and the impact on global credit markets. Finally, Moody's announced Pathway to Prosperity, a collaboration between our affiliate Finagraph and America's Small Business Development Center. Pathway to Prosperity is a financial empowerment initiative dedicated to helping entrepreneurs overcome the challenges of growing a small business. I'll now turn the to Mark Kay to provide further details on our third quarter performance and our updated outlook for 2019.

Thank you Ray. For MIS, the third quarter revenue was up 16% from the prior year period and above the 10% increase in overall debt issuance due to a favorable mix of debt issuers. As Ray mentioned earlier, issuance growth was skewed towards fixed rate activity given lower benchmark interest rates. Moreover, results were bolstered by elevated levels of borrowing among infrequent issuers. MIS also benefited from strong U.S. public finance issuance, including increases in refunding supply taxable transactions. Strong business performance resulted in 250 basis points of adjusted operating margin expansion in the third quarter. MA achieved an overall revenue growth rate of 13%, reflecting strong contributions from each business. This enabled 80 basis points of improvement in the adjusted operating margin compared to the third quarter of 2018. Organic MA revenue was up 10% from the prior year period. RDNA revenue grew 13% due to strong demand for Bureau of Indiq solutions that address customer identity requirements as well as sales of credit research and ratings data On an organic basis, RDNA delivered double digit revenue growth of 10%. In ERS, revenue grew 16% for the quarter or 13% organically, led by strong demand for a new credit assessment and loan origination platform, along with products that enable compliance with new accounting standards for banks and insurers. Trading 12 months ERS revenue was up 5%, while sales were up 10%. As Ray mentioned earlier, MA has now delivered double digit growth in eight of the last nine quarters. I'd like to highlight the robust performance of ERS thus far this year. The increase in ERS recurring revenue base, which has grown by $160 million since 2015, remains a significant driver of MA revenue. Recurring revenue as a share of the total ERS business was 78% on a trailing 12-month basis through the third quarter. This demonstrates the continuing shift in the ERS business mix. On a trailing 12-month basis, as of the third quarter, subscription sales increased 16%, while sales of one-time products and services declined 6%. The strategic shift to expand our subscription business will support ongoing scalability and drive future operating leverage in MA. We remain disciplined in managing expenses to drive strong operating performance. In the third quarter, total operating expenses increased 13%, with approximately 10 percentage points related to incentive compensation on operating expenses attributable to acquisitions completed within the last year, a captive insurance company settlement, and an impairment charge related to the planned divestiture of MAX. Year to date, total operating expenses increased 11% with approximately 9 percentage points related to the restructuring charge, operating expenses attributable to acquisitions, higher grills for incentive compensation in the captive insurance company settlement, and the MAX impairment charge. Details regarding the captive insurance company litigation matter were previously disclosed in our Form 10Q filing, and that disclosure will be updated to reflect the settlement in our upcoming Form 10Q that we plan on filing later this week. I'll now discuss Moody's updated full-year 2019 guidance. Moody's outlook for 2019 is based on assumptions about many geopolitical conditions and macroeconomic and capital market factors. These include, but are not limited to, interest in foreign currency exchange rates, corporate profitability and business investment spending, mergers and acquisitions, and the level of debt capital markets activity. These assumptions are subject to uncertainty, and results for the year could differ materially from our current outlook. Our guidance assumes foreign currency translation at -of-quarter exchange rates. Specifically, our forecast for the remainder of 2019 reflects U.S. exchange rates for the British pound of $1.23 and for the euro of $1.09. We now anticipate that both Moody's revenue and operating expenses will increase in the high single-digit percent range, with operating expense guidance reflecting depreciation and amortization, restructuring charges, capital insurance company settlements, and impairment charge related to planned divestiture of max and acquisition related expenses. Of note, we do not expect a significant ramp up in expenses from the first to the fourth quarter of 2019, as we realize savings from the restructuring program. The full year 2019 operating and adjusted operating margins are forecast to be approximately 42% and 48%, respectively. We are targeting net interest expense to be approximately $195 million. The full year effective tax rate is now anticipated to be in the range of .5% to 22.5%. Deleted EPS and adjusted diluted EPS are forecast to increase to $7.20 to $7.35, and $8.05 to $8.20, respectively. Share repurchases are anticipated to be approximately $1 billion. For a full list of our guidance, please refer to table 12 of our earnings release. For MIS, we have revised our full year revenue outlook to be in the mid single-digit percent range due to the supportive market conditions that Ray spoke about earlier. We anticipate U.S. revenue to increase in the mid single-digit percent range. -U.S. revenue is now forecast to increase in the low single-digit percent range. Our estimate for 2019 debt issuance is approximately flat when compared to 2018. We forecast stronger activity from fixed rate corporate bonds in the public sector, as well as continued support from debt-funded M&A. We expect lower contributions from floating rate bank loans and CLOs, and assume ongoing low benchmark rates and accommodative monetary policy. Our estimate to achieve approximately 900 first-time mandates in 2019 remains on track. The MIS adjusted operating margin expectation is still approximately 58% for 2019. For M.A., we anticipate total revenue to increase in the low double-digit percent range, given strong sales growth across all business lines, also by stable recurring revenue. We continue to expect the M.A. adjusted operating margin to expand 150 to 250 basis points to the 28 to 29% range in 2019. Full year 2019 guidance reflects the aggregate impact of announced acquisitions, as well as the planned divestiture of MACs. Before turning the call back over to Ray, I would like to emphasize a few key takeaways from the As noted earlier, we are actively pursuing innovation, an extension into business adjacencies and regional geographies.

These

efforts reflect our ability and commitment to enhance the relevance and growth prospects of both MIS and M.A. Last, we are pleased to raise adjusted diluted EPS guidance due to stronger than anticipated revenue growth and disciplined expense management. I will now turn the call back over to Ray for his final remarks.

Thanks Mark. Before turning to Q&A, I'd like to take a few minutes to introduce the incoming presidents of Moody's Analytics and Moody's Investor Service. Effective November 1st, Steve Talenko will assume the role of President of Moody's Analytics. Steve joined Moody's in 1990 and is currently the Executive Director of ERS, a role he has held since 2013. He is the head of the formation of MA, he held various sales, product development and product strategy roles at MIS. Steve comes to this role with deep leadership experience and domain expertise. Also effective November 1st, with Rob Fowber assuming the role of Chief Operating Officer, Mike West will succeed Rob as President of Moody's Investor Service. Mike joined Moody's in 1998 and is currently the head of MIS Ratings and Research. Previously, Mike served as both the global corporate and the structured finance. Earlier in his career, he was responsible for the research strategy for the ratings businesses and before that, led corporate finance for the European Middle East to Africa region. European corporates and the EMEA leverage finance business. Mike's extensive leadership experience in MIS makes him ideally suited to lead the ratings business. I would like to congratulate Steve and Mike on their new roles. I'm confident that with Rob Fowber and his new role as Chief Operating Officer, we are positioned to continue strengthening Moody's ability to offer trusted insights and standards and thereby support informed decisions that promote progress through clarity, knowledge and fairness. Listed on this slide are the conferences that we expect to attend in the next two months in New York City, Boston and San Francisco. Investors will be able to meet Steve Tolenko at the Barclays Global TMT Conference in December. Please contact your bank representative to request a meeting with Moody's management at these events. Finally, I'd like to remind everyone that Moody's will be hosting its next investor day on March 11, 2020 in New York City. The event, which will be webcast live, will feature presentations from management and showcase important aspects of the company's business. This concludes our prepared remarks and joining Mark Kay and me for the question and answer session are Mark Almeida and Rob Fowber. We'd be pleased to take your questions. Operator?

Thank you. Thank you. Ladies and gentlemen, if you would like to ask a question, please dial star one on your telephone keypad. If you are on a speakerphone, please pick up your handset and make sure your mute function is turned off so that your signal reaches our equipment. We will ask that you please limit yourself to one question with a brief follow-up. You are then welcome to rejoin the queue for any additional questions you may have. Again, that is star one to ask a question. Our first question comes from Michael Cho with GPMorgan. Please go ahead.

Hi. Good morning. Thanks for taking my question. Appreciate the update on the 2019 debt issuance. I was hoping you could provide some commentary on your 2020 outlook as well and maybe some of the assumptions you're making in there today.

Sure. We'd be happy to offer some preliminary comments. I'll turn to Rob for issue commentary.

Yes. So for 2020, like we talked about when we asked the same question a year ago in October, we'd like to get to the end of the year so we can see where the current year issuance ends up and then be able to triangulate both our own bottoms-up build and forecast with what we're seeing from the street in terms of their forecast. So that said, as really for the last two years, we see both tailwinds and headwinds to issuance. We've got very low benchmark rates obviously, but amidst a weaker global macro backdrop. That leads us to think that issuance could be at roughly similar levels in 2020 as to what we've seen this year. But I'd also say as we've seen in recent years, the mix of issuance is also quite important to our overall revenues. And we may be able to see our way towards -single-digit growth in issuance next year if we see a few things heading into the end of this year and into next year. And that includes a de-escalation of the U.S.-China trade tensions that I think would remove a key threat to global growth, a slightly more settled picture in Europe. And that includes resolution of the Brexit uncertainty and an improvement in growth sentiments amidst what is clearly some accommodative monetary policy. And also the potential for more pull forward from the existing maturity walls. We're going to be looking to see whether this gets us more comfortable with growth particularly in the corporate market. And of course, the downside risks around global recession, end of cycle concerns, any kind of risk-off sentiment or widening of spreads could provide some headwinds. So we'll provide a more fulsome view on our next earnings call, but that's kind of an -the-saddle reaction.

Okay, great. Thank you. That's a great color. Just to follow up, Ray, I mean you highlighted some of the progress that you made in recent months and years on Moody's key initiatives along the strategic priorities. I guess if I just take a step back, the top line trends certainly seem to be favorable in the near term. That change your posture when thinking about categories as well priorities of organic reinvestment and M&A?

No, it really doesn't. Our strategy is built with a long-term view. The initiatives that we have been pursuing are tightly aligned with that strategy. And so while we're enjoying favorable market conditions now, the investment is really looking into the longer term future, whether it's organic or the inorganic opportunities we've seen. So it's very much a stay the course approach. Thank you.

Our next question is from Mana Patni. Come back, please. Please go ahead. Your line is open.

Thank you very much. For my first question, maybe you could just ask on Moody's analytics. The double-digit growth has been pretty consistent, as you pointed out. Is there any reason that that 10% organic number is not sustainable looking out into the future?

Mana, it's Mark. Thanks for the question. I would say that we feel very good about the performance of the business and we're bullish on the business. I would say over short periods of time, you do need to be aware of some of the quarterly patterns we're seeing in ERS revenues. If you go back and look at ERS revenue, going back to the beginning of 18, when the new accounting standard was introduced, you actually see some pretty interesting behavior. The ASC 606 is more sensitive to product mix than frankly we anticipated when that standard was introduced. So you see some ups and downs in the ERS growth from quarter to quarter under 606. So again, I think over the long run, we feel very good about the outlook for MA and its status as a double-digit growth business. But in the short run, I think you're going to see a

little bit of noise from that accounting standard.

Got it. Okay. Ray, if I could just ask on China, that slide you put up, I guess what you did in Latin America by putting the Moody's brand on the local side, is that ultimately the plan for China?

Right now, as far as we're concerned, the investment in CCXI is the most favorable approach for us in domestic China. And CCXI has a very well-known brand in China. I would also emphasize that the Chinese character of the joint venture, I think, is an important element of our investment there. And so I would anticipate using the CCXI brand for the foreseeable future, whether we retain our current stake or change the level of our investment. Got it. Thank you.

Our next question comes from Tony Cutland with Mark and Stanley. Please go ahead. Your line is open.

Thank you. Ray, just hoping you could talk a little bit about the puts and takes of the guidance change. You had a solid quarter this quarter, but only raised the guidance sort of out in terms of what you're expecting for the fourth quarter.

Well, there are a number of puts and takes, as you might imagine, but I'll turn this over to Mark Kay for some color commentary.

I think there are really two that we want to keep in mind here at Tony. First is FX. We are incurring a roughly 4-cent headwind from our FX assumptions as of the end of September, visiting a comparable period last year. The delay in max is probably worth another cent or so. And then as we look at results emerge or early indications of results emerging in the month of October, we feel probably more comfortable saying that we're in that upper, probably third of the guidance range where we anticipate completing the year.

That's great. And then just given some of the political debates going on and the rating agencies back in the news about the business model, any comments on the overall regulatory environment and how you're thinking about any potential change in market structure? Or would you expect sort of the regular business as usual?

Well, I think it's important to remember that over the last decade, the business model for ratings industry has been examined very closely. And it's been looked at by regulatory authorities in multiple jurisdictions and certainly scrutinized by the SEC. And in that context, the conclusion that the existing business model was the best for all market participants and that the emphasis should be on transparency and compliance with regulation and inspection and review to assure that that compliance occurs was really determined to be the best outcome for all market participants. I have, those of you who've been on this call in past years, I've always acknowledged that there are conflicts of interest inherent with the business model, as there are with many, many business models in different industries. The conflicts of interest have to be managed. It's why we have public disclosure of our methodologies, which market participants can review. They can see whether they agree or disagree with our analytical approach. And they can see whether we're adhering to the analytical approach that we are publishing. So the business model allows for us to engage in a very important public good, which is the free simultaneous release of credit ratings to all market participants, big or small. There is no other model that allows for that. And so we emphasize the managing of the conflict of interest that is inherent in the business and the public good that comes from that. Unless we can find someone who really doesn't care about our conclusions or our research or our analysis and still wants to write us a check, we're not going to be able to find a business model that doesn't have some conflicts.

Very helpful. Thank you.

Our next question comes from Andrew Nicholas with William Blair. Please go ahead. Your line is open.

Hi. Good morning. I guess I just wanted to start with the Tsingtao Green Finance acquisition you announced earlier this week. Just curious if you could talk a little bit more about that and maybe more broadly, if you could kind of frame where demand for ESG is in China relative to where you see it in Europe and in the US.

Yeah. Rob has been closest to this. So I'm going to invite him to make a couple of remarks.

Yeah. So it's a small minority investment. It's really at the intersection of our efforts in both China and ESG. China is the second largest green bond market globally after the US. It's over 40 billion of issuance last year. And the government there recently announced some new requirements for publicly listed companies to make disclosures around ESG risks starting in 2020. So Tsingtao is a provider of ESG and green finance data and analytics. They're not only based in China, but they're focused on China. They collect currently data on over 1200 listed Chinese companies and that number is growing. They were in fact the Chinese signatory of the UN's principles for responsible investment. So this investment, I think, is going to help Tsingtao accelerate its coverage and adoption in the Chinese market and its ability to serve Chinese market participants. It's also going to enhance Moody's global ESG offerings. It's going to give us access to what we think is going to be some valuable and rich Chinese content sets around ESG. We see the green finance market as an important one in China. As I said, it's a clear policy focus. The data and analytics market serving that is in its infancy. So we're pretty excited about getting into this market in the kind of nascent stages with what we think is a prominent Chinese player, much like we did with CCXI years ago in the rating business.

Great. Thank you. That's a helpful caller. And then just a couple of housekeeping items. First, do you have an update on when you expect the max sale to close? And then second, I was hoping you could size the one-time license delivery and ERS in the quarter?

With respect to max, I think we would anticipate a closing in the first half of November.

As relates to the license delivery and ERS, we don't specifically break out that. I wouldn't say it is material enough to influence the directional guidance and numbers that we provided. Perfect. Thank

you. Our next question comes from Bill Warmington with Wells Fargo. Please go ahead. Your line is open.

Good afternoon, everyone. So a question for you on Moody's Local, Peru, Panama, and Bolivia. Just wanted to know if you could share with us how much revenue is coming out of Latin America currently and whether the thought here is an ability to accelerate the revenue growth there and maybe talk a little bit about what's behind the timing?

Sure. Go ahead, Rob. Yeah, Bill. Hey, it's Rob. And one thing, a distinction I wanted to draw between what we've done with Moody's Local and the earlier question with CCXI and the branding, these are wholly owned subsidiaries that we have in Latin America. So we've decided to take a bit of a new approach in the region around the domestic bond markets because, and it's interesting, you look at the overall rating opportunity in Latin America, a meaningful part of that is coming from the domestic bond markets. So we rebranded as Moody's Local and the focus is going to be providing, as the name says, local ratings in local language to meet specific local needs. And we think that is going to help us better capture this domestic rating revenue opportunity across the region. I would say the Moody's Local platform itself in terms of revenues is quite small. The Latin America, the overall Latin America for MIS is actually a fairly small part of the overall total of our revenues. But the first step here is the repositioning of the equilibrium businesses. And I think you're going to see us continue to expand on that platform in the coming 12 to 24 months to best serve that market.

And then for my follow up, I wanted to check in on Reese, just ask about new products that have been introduced and also ask if you're seeing some success going after the US bank market.

Yes, Reese is performing very much as we expected. But I'll just remind you that we recognized when we acquired Reese that that was a business that did require some work and some effort, particularly around product strategy. We've done a tremendous amount of work there. We feel like we're moving forward nicely. One of the things we're very excited about in Reese is that as we're spending more time with more customers in the commercial real estate space, it's very clear that there is a lot of demand for better data solutions and more advanced analytical tools. And that's exactly why we bought Reese because we thought that they provided the data foundation to which we could apply our analytical skills and

really

upgrade the practice of risk management in commercial real estate. So it's moving very much as we expected. We remain bullish and excited about the business. We think there's a big opportunity there. But frankly, there's a lot of work for us yet to do there. We've accomplished a lot, but

still there's a lot on our to do list.

So I just wanted to say to Steve, Rob, and Mike, congratulations on the promotions. And to Mark Almeida, congratulations on a great run and happy trails. Thank you. Thank you, sir. Appreciate it.

Our next question comes from Christian Ballou with Autonomous Research. Please go ahead. Your line is open.

Good morning. Maybe on ESG, you spoke a lot about efforts around ESG. Help us understand kind of how in aggregate your target offering compares to your main competitor. Maybe also speak to kind of how you plan to sort of monetize these efforts over time. And then any sort of color around how you think the revenue potential evolves over the next two to three years.

Yeah, let me start and then I'll see if my colleagues want to add anything. When we're looking at the ESG space, first of all, we're looking at a much more fragmented market than some of the core markets that we operate in. So there are a large number of competitors. There are not a lot of established standards. There is a move towards standards that I think is going to be helpful for the ESG sector. And, you know, in looking at ESG, I think it's very important, obviously, to separate out the E from the S from the G. We have made efforts particularly in the environmental area, although VigioIris in particular provides some broader ESG assessment rather than just environmental. But Centau and 427 are more in the environmental sector and also support other work that we're doing and other products that we're developing, whether it's in Moody's Analytics or Moody's Investor Service. So you can see that a 427, for example, aligns very nicely with some of our commercial real estate efforts, both in the rating agency and in Moody's Analytics. I would also point out just to expectations that we are looking at markets that in some ways are just beginning to monetize. And what those addressable markets will ultimately become has a fair amount of uncertainty around it. Nonetheless, and one of the reasons why we're bullish about this is that regardless of how each sector in the ESG space might evolve, we think there is a relevance to the other work we do in our core businesses so that the investments will not be stranded no matter what.

Exactly. Maybe just to build on that a little bit, that's exactly right, Ray. In some ways, this is a good investment as R&D into the rating agency and we've rolled out some new tools, corporate governance and carbon transition assessment tools that are topic and sector specific and we think that meets the needs of fixed income investors. And I think Ray's right, we're going to be monetizing this both through the businesses that we've acquired but also through the integration of the data and the analytics in products and services in both MA and MIS. Maybe just to spotlight a little bit, there's also the growth of what I think I'll call the labeled bond market. It started as the green bond market but really has gone beyond that more broadly into sustainability and that market has been growing quite rapidly. So labeled bond volumes are going to hit something like 280 billion of issuance this year, something like 220, 330 billion of that is in green bonds and another 40 to 50 billion is in social and sustainability. So that's an emerging area. And then you've got sustainability and green linked loans and that's probably something like another 70 billion. So you can see your way to about 350 billion of this labeled bond issuance and there are a few drivers for that. You've got investor demand for ESG compliant securities, you've got the market focus on climate risks and you've got issuers also wanting to demonstrate their own sustainability credentials. So we think we're really well placed in this market with the VigioIRIS acquisition. That's given us a leadership position in the labeled bond space that we're going to continue to build on. Just to give you a sense, through the first three quarters of this year we've signed a little over 100 second party opinion mandates. VigioIRIS did 53 all of last year. In this past quarter, VigioIRIS actually issued a second party opinion on the first gender bond in Latin America and that's going to finance women led SMEs in Panama. So in general, we're pretty excited about the opportunity in front of us to leverage all of this. I think we should see some growth but as Ray said, it's fragmented and we're going to have to see how the market evolves over the next one, two, three years.

Great, thanks for the very comprehensive answers. Then just a quick follow-up on a question on China. I believe there's a recent article in Bloomberg suggesting that NURI is having an issue with the Chinese government in terms of raising its stake in CCXI. So not sure how accurate that is but it would be great to get some sort of comment around the relationship with the Chinese government, plans for CCXI and any updated thoughts around going full in on the JV versus going standalone like your peers.

Well, the relationship with Chinese authorities for us is really with regulatory authorities more so than the policymakers in other areas of the government and that relationship with the regulatory authorities has always been constructive and continues to be. I think we're able to have good dialogue at both the staff level and at the leadership level at the major regulatory institutions and are able to be pretty candid in sharing our thoughts and views and hearing their thoughts and views. That being said, I think it's difficult to completely separate the relationship with the authorities from what's going on at a geopolitical level and so we're behaving conservatively in terms of how we are thinking about the pace and the nature of the opportunity in China. We remain committed to CCXI. We remain committed to providing ratings and research services and Moody's Analytics products in the cross-border markets and to the large financial institutions in China and we'll continue to do so. And we're very satisfied with our stake in CCXI. It's a good business and we're proud to be there.

Thank you very much.

Our next question comes from Joseph Forsyth with Counterfeasible. Please go ahead, your line is open.

Hi, my first question is just on margins. How do you think about the margin profile heading into 2020? Can you remind us of some of the drivers and I know in the past we've talked about the analytics businesses potentially continuing to move their margins up. Maybe we can get an update there.

Well, I'll start with the broader view for MCOs and I'm going to ask Mark Elmated to talk about MA specifically. As we sort of think about margins both for the third quarter and year to date, there's really two items that are worth keeping in mind. First is margin expansion in the third quarter would have been 260 basis points on an organic basis. The inorganic acquisitions and ongoing investments that we've made in year to date and obviously in the third quarter really impacts the margin negatively by around 70 bits. The second thing I keep in mind is sort of FX movements across time periods. They tend to swing margins in different directions depending on the rates and the underlying movements themselves. As I try to think forward, margins are principally driven by underlying growth in the business itself and that's really being the primary driver of the performance this quarter and certainly is our expectation to be the primary driver of performance in future periods. And then lastly, we do have the opportunity not necessarily through margins but through ongoing capital management activities to use the tools we have to drive the EPS growth and accretion. We certainly seem to take some of those steps with the management of the interest rate portfolio in the first three quarters of 2019.

So in MA, I would just make a

couple of notes. We continue to deliver consistent and gradual margin expansion in MA. With this latest quarter, we've now delivered nine consecutive quarters of margin expansion, both on a trailing 12 months and on a -on-year basis. And over that period of nine quarters, we've taken the margin up by more than 500 basis points. So we're very happy with what we've done there. We're doing it a number of different ways. Certainly as MA grows, we're seeing operating leverage come through. Also, we're realizing the positive margin impact from ongoing adjustments we're making in our product portfolio. And third, we continue to execute on operational improvements across the business.

We think we're disciplined business people and we would expect to continue to apply rigor to our oversight of the operation.

So we see a number of things contributing to margin expansion and we're going to continue to be working at all

of them. Okay. And then my second follow-up is just on China. What's your liability in that region through the joint ventures and subsidiaries? Are they separate entities? And then my second part of that question is how do you view your risk from a ratings perspective versus the rest of the world? Thanks.

Yeah. I mean, CCXI is a separate company. We are a 30% investor. So obviously, a minority shareholder in CCXI. We don't have management control. We are not directing the ratings. That is being done on the ground by employees at CCXI who are not Moody's employees. So in that respect, you should think of us as a financial investor in the entity. We're obviously happy to provide assistance where it's appropriate to do so, but that's not in the form of controlling ratings or research for the entity. They have done well in the domestic market in terms of their performance. As we all know, the ratings of the domestic market rating agencies in China are generally higher than what you would see from the international rating agencies providing ratings on a global scale. But in that context, what I would emphasize is the importance of correctly force-ranking the credits that are receiving ratings. So the lower end of the rating spectrum has the higher default risk entities and the upper end has the lower default risk entities almost regardless of the absolute level that those ratings are assigned. So I think that's what we'd look for, at least in the early stages of the development of that domestic market to see that domestic rating industry is doing a good job of that forced ranking.

Thank you.

Our next question comes from Craig Huber with Huber Research Partners. Please go ahead.

Your keeping questions first. Mark, what was the incentive comp in the quarter? What was it a year ago? And then also, did I hear you correctly say you thought that costs for the fourth quarter would likely be similar to the first quarter level? I have a follow-up.

Thanks, Craig. Consent of compensation for the third quarter of 2019 was $65 million. The comparable number for the third quarter of 2018 was $43 million. From an expense-rem perspective, from the first to the fourth quarter of 2019, we're expecting less than $10 million. We do expect that obviously in fourth quarter expenses to be below both the second and third quarter level as we start to realize savings from the restructuring program and other cost control initiatives.

Okay, then Ray, I wanted to ask you your updated thoughts on the debt issues environment right now when you think about the credit spreads in the US and Europe. You think about your outlook for default rates, the economic outlook. How do you sense now the debt issues environment?

Rob offered I think some very good thoughts on this earlier in the call. But what we're seeing obviously is an accommodative environment for debt issues. There are limits to the positive attributes of low interest rates, especially as we look outside the United States where negative interest rates are an increasingly important feature of the debt markets. I would observe that the reason for negative interest rates is I would characterize negative interest rates as a headwind as opposed to a tailwind because it's a policy and market response to expectations for very low or negative growth. While low interest rates are a positive, this trend to ultra low rates and negative rates, I think we would have to count, I would at least count it as a headwind. That being said, the default rate is low. It continues to offer an average even though it's going to uptick in our view in 2020. It's still going to be, if our forecast is correct, conducive of good market activity. What will be very interesting to see in 2020 is whether this favorable mix in debt issuance that we've seen in 2019 continues. Obviously, the infrequent issuers acting opportunistically have been a characteristic of the 2019 debt market profile. We will be very interested observers as to whether that mix that we've seen this year continues in 2020 or shifts to more frequent issuers, less opportunistic refinancing, etc.

My last question, Ray, if I could ask, your guidance for the year, the updated guidance just EPS of $8.05, $8.20. Historically, you guys are typically conservative with your outlook. Seems to me like that might be the case here again, the remaining part of this year. I'm just wondering what you're sensing, what's in your budget here to make the top of the range only $8.20? Because just looking at the math, if you've done $6.29 of adjust EPS through nine months, it infers $1.90, $1.91 of EPS in the fourth quarter, decently below what you had at each first three quarters. Are you basically forecasting transaction revenues, for example, in your ratings area to be down versus what you had in the two middle quarters? Fairly meaningful?

Yeah, there are a number of puts and takes to this, as you would expect. Mark K. offered some commentary earlier about the impact of FX, the divestiture of max. I would add to that we're hopeful and expect that we're going to have a solid quarter for the fourth quarter. The early numbers on October are encouraging. As Mark said, those early numbers, although they are preliminary, are leaning us more to the upper end of that $8.05 to $8.20 range. If we're looking for what could go wrong as opposed to what could go right, I would have to say that if we saw a pull forward into the September-October period from what would have come in November and December, we may not see as much strength as people are anticipating for closing out the year. The amount of opportunistic financing that goes on in these last couple of months is obviously an important factor. I'll leave it at that unless Mark K. wants to add any more.

What about the positive case of that though, the top of the negative potentially, but what the positive case of that word? Things are coming better than this top of your range here.

Yeah, no, it certainly could. We can continue to have strength in the form of opportunistic refinancing, especially by infrequent issuers. That would be very beneficial for the business. You know, the timing of some of the product sales on the Moody's analytics side can be influential and could help the fourth quarter. Maybe Rob wants to offer a couple of comments on what the pipeline looks like. That might be helpful.

Yeah, sure, Ray. So in the US, I'd say that in the investment grade market, we're still seeing pretty strong investor appetite. We saw earlier this week a good-sized acquisition finance deal get done that was heavily oversubscribed, so that's good to see. My sense is we're going to have active weeks heading into Thanksgiving here in the United States. I'd say the same for investment grade in Europe, pretty strong pipeline. We've got US issuers also looking to tap the euro market, given where rates are there. For leverage finance, really both in the US and Europe, we've seen some bifurcation of market sentiment, so you've got very strong demand for the larger, more well-known spec rate issuers in that BA category. And you can see that with the BA index at record lows in terms of yield. We saw a recent print in Europe for a BA2 name. That was the lowest coupon ever. In the high-yield space. So in general, I'd expect issuance to continue in November and early December. Ray had talked about the pull forward. There's also the potential, I guess, that some deals in the pipeline could slot into Q1, just given the expectation for accommodative conditions to continue well into next year. So the other thing I would mention is that in the US public finance market, which is, we saw very good issuance this quarter, that continues to be active. And we're seeing this trend of taxable refunding because you've got very low funding costs, and that means the economics are favoring the refunding of tax-exempt debt with taxable debt. So if we see that keep up, that could provide maybe some upside to our outlook.

Great. Thank you.

Our next question comes from George Tong with Goldman Sachs. Please go ahead. Your line is open.

Hi. Thanks. Good morning. Global issuance volumes are on track to be flat this year, and you mentioned that volumes next year could be flat to possibly up mid-single digits. Can you comment on how the pricing environment and ratings should change depending on issuance growth and if you've seen improving pricing power, especially among infrequent issuers?

No, I think that the impact of pricing... Well, first of all, when we talk about three points of contribution from price, that's assuming a static debt market profile, both in terms of the issuance volumes and the mix of frequent and infrequent issuers. So when we see growth, for example, in infrequent issuers, we get more benefit because they're being priced on a transactional basis as opposed to on a long-term basis. And that's why the pricing, even though we can talk about pricing in a relatively simple way, it's impacted potentially materially up or down by both issuance and by mix because some of the pricing does relate to bonds actually being issued, and so if they're not, there's no price impact. So I don't see any change in course around that in 2020, and we'll have to watch carefully to see what the issuance levels and mix are and the impact on price from that.

The other thing I'd add, just to clarify, I think our initial thinking where we sit now is more around flattish for next year, and when I commented on this single digit, it was what would you have to believe to be able to get there?

Got it. That's helpful. On margins, you've previously indicated that long-term EBITDA margins should be in the high 40s. Your margins are already in that range currently, so do you have a view that margins can go above 50% longer term, or are there factors that could prevent that?

I think the biggest factor that would prevent that would be the relatively higher growth rate year on year coming out of Moody's Analytics, and Moody's Analytics, while obviously it's been consistently expanding margins over the last few years, is still a lower margin business than the credit rating agency. So its accelerated growth should act to keep margins from expanding too aggressively.

Got it. Thank you.

Our next question comes from Henry Kien with BMO. Please go ahead. Your line is open.

Hey, thanks. Good morning. I wanted to ask a follow-up on the opportunity related to China. I know there's the investment in CCXI. I was curious to hear any updated thoughts on the outlook for the offshore bond market, and whether that's looking to be as sizable as an opportunity as some would expect.

Thanks. Yeah, I mean, we have a very robust business in the cross-border bond market coming out of China. Not surprisingly, this is with China's largest corporate and financial institutions for the most part, including both private and state-owned enterprises. We continue to get new rating mandates coming from China. That has been a steady stream. Just to try and balance that commentary a little, if China is going to have some relative sluggishness in its economic growth, and I emphasize relative because it's pretty good by global standards, obviously, that may slow, at least cyclically, some of the cross-border activity coming out of China, both for new rating mandates and for entities that are already rated and thinking about whether they want to raise additional debt. We'll just have to watch that and see. Obviously, having the trade negotiations completed in some kind of a positive way would be helpful to the global economy, it would also be helpful to the Chinese economy, and as a result, I think, helpful to our cross-border business.

Got it. Okay. Thank you so much.

And now we'll take our last question from Shlomo Rosenbaum with Stifan. Please go ahead. Your line is open.

Hi. Thank you for squeezing me in. Just a couple of housekeeping items I want to ask Mark just to kind of start. I saw the guidance for repos is tweaked down a little bit, just from the range from 1.3 to 1.1 to 1.3 to down to 1. Is there any reason you could point to for that? Has there been more deployed on acquisitions or anything in terms of why that would come down? The cash flow is really good from the company and the numbers are better than the last question.

Shlomo, thanks for the question. Our capital allocation priorities haven't changed. I think this is a reflection of consistency in the way that we manage our cash repatriation efforts as well as an evaluation of our global cash needs, but make the point that we do expect the 300 million differential to be incremental for 2020 and we'll finalize the exact amount later this year when we give that guidance.

Okay. And just also for Mark, we saw a talk about these negative interest rates. What are the opportunities for Moody's as a company to tap into those negative interest rates and get paid to someone else's money?

Sure. I definitely think negative interest rates from an individual treasure perspective provide an interesting opportunity to manage one's own debt portfolio. We have seen a lot of reverse Yankee issuance taking place certainly earlier this year. So you do see treasurers actively engaged in that market and then of course being able to bring it back to the U.S. to deploy potentially higher yielding opportunities. It is something we look at. Maybe to pivot again back to the way that we think about capital management here, really first and foremost that investing in growth opportunities as Ray mentioned earlier, reinvestment or acquisitions and then to the extent that we don't have additional opportunities for growth, either they don't meet our strategic objectives or which don't meet our financial hurdles to return that capital back to shareholders either through dividends or to share repurchases. It's not just a matter of raising capital, it's making sure that we have good use for that capital.

Okay. If you don't mind, can I squeeze one more in for Ray, just for perspective Ray, if there was no incremental growth in some of the China initiatives you're talking about or in any of the ESG initiatives that you're talking about, if there was no incremental growth from today over the next three years, would there be any material change and outlook for this company in terms of performance?

I mean, you mean financial growth?

Yeah. I mean, just if you guys did not have, if everything stayed the same in those two things, realistically, is this company's growth rate going to change very much in the next several years?

With respect to the ESG space, I don't think it is going to be large enough over a three-year period that in and of itself it's going to turn dial for the organization. I think it's going to enhance the relevance of a number of our products and our credit ratings and research and analysis. But even if there is good robust growth in these sectors that have not yet really monetized themselves, I think that's going to be a longer term process in terms of actually turning the dial for Moody's Corporation as a whole.

Okay. And that's the same thing for China and any of the initiatives there?

China, I guess, would be a little more of a wild card. Certainly, the domestic bond market in China is large. And the demand for analytical products and solutions that come out of Moody's and the analytics that increasingly come out of Moody's Investor Service is there. So it's really a question of how we're participating and keeping in mind that fully participating in that market is participating in the domestic market for domestic investors, the domestic market for international investors looking to put capital to work in China, and the true cross-border market. And we're focused on all three, the domestic market through CCXI and the other markets on our own.

Okay. Thanks.

If it is, there are no further questions at this time. I would now like to turn the conference back to Mr. Reenak Daniel for any additional and closing remarks.

Okay. First of all, I want to thank everyone for joining. And secondly, I want to thank Mark Almeida for many decades of very skillful service on behalf of Moody's. I thank Mark for myself personally, for the leadership team, and really for the organization as a whole. He has been a tremendous executive for us, has captained the growth of Moody's analytics for the last 12 plus years. He has done a lot of investor service before that and has just consistently provided outstanding work as an executive, and he's been a great friend. So thank you very much, Mark, and we appreciate your help with this transition and the best to you going forward. Thank you, Ray. Okay. Thanks everyone for joining. We'll talk to you again in the new year.

This concludes Moody's Third Quarter 2019 earnings call. As a reminder, immediately following this call, the company will post the MIS revenue breakdown under the Third Quarter 2019 earnings section of the Moody's IR home page. Additionally, a review of this call will be available after 3.30 p.m. Eastern Time on Moody's IR website. Thank you.