Moody's Q3 2021 Earnings Report

Moody's EPS Results

• Actual EPS: $2.69
• Consensus EPS: $2.52
• Beat/Miss: Beat by +$0.17
• One Year Ago EPS: $2.69

Moody's Revenue Results

• Actual Revenue: $1.53 billion
• Expected Revenue: $1.45 billion
• Beat/Miss: Beat by +$74.98 million
• YoY Revenue Growth: +12.50%

Moody's Announcement Details

• Quarter: Q3 2021
• Date: 10/28/2021
• Time: Before Market Opens
• Conference Call Date: Wednesday, October 27, 2021
• Conference Call Time: 8:00PM ET

Moody’s Corporation (NYSE:MCO) is a global provider of credit ratings, research, data and analytical tools. Through Moody’s Ratings, the company evaluates the creditworthiness of governments, companies, financial institutions and debt securities, helping investors and other market participants assess credit risk. Its ratings and related research cover a broad range of fixed-income markets and structured finance products.

Through Moody’s Analytics, the company provides economic and financial intelligence, risk-management software, data, quantitative models and advisory services. These offerings are used by banks, insurers, asset managers, corporations and public-sector organizations for activities such as credit analysis, regulatory compliance, portfolio management, stress testing and economic forecasting.

Moody’s traces its origins to 1909, when John Moody published an analysis of railroad securities. The company serves clients internationally through operations spanning North America, Europe, Asia-Pacific, Latin America and other global markets. Rob Fauber has served as Moody’s president and chief executive officer since 2021.

Moody's Q3 2021 Earnings Call Transcript

Key Takeaways

• Moody’s reported 13% year-over-year revenue growth to $1.5 billion in Q3, with both ratings (MIS) and analytics (MA) segments delivering double-digit gains, prompting a raise in full-year 2021 revenue guidance to low-teens growth and adjusted EPS to $12.15–$12.35.
• Moody’s Investor Service (MIS) revenue rose 12% driven by record-breaking leveraged loan and structured finance issuance, with full-year issuance now expected to grow in the high single-digit percent range.
• Moody’s Analytics recurring revenue climbed 18%, now representing 93% of MA revenue, led by strong retention and demand across credit research, banking/insurance solutions, and booming KYC/compliance offerings.
• Upon closing the RMS acquisition, Moody’s anticipates adding $150 million of incremental run-rate revenue by 2025 through cross-selling, SaaS platform migration, and new climate, cyber, and commercial real estate risk products.
• The company is reinvesting approximately $110 million in 2021 into high-growth areas like ESG and climate analytics, cybersecurity ratings with BitSight, commercial real estate, and technology modernization to advance its integrated risk assessment strategy.

Presentation

[Operator]

Good day everyone, and welcome to the Moody's Corporation's third quarter 2021 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 questions and answers following the presentation. I will now turn the call over to Shivani Kak, Head of Investor Relations. Please go ahead.

[Shivani Kak, Head of Investor Relations at Moody's]

Thank you. Good morning, and thank you for joining us to discuss Moody's third quarter 2021 results and our revised outlook for full year 2021. I'm Shivani Kak, Head of Investor Relations. This morning, Moody's released its results for the third quarter of 2021, as well as our outlook for full year 2021. The earnings press release and a presentation to accompany this teleconference are both available on our website at ir.moodys.com. Rob Fauber, Moody's President and Chief Executive Officer, will lead this morning's conference call. Also making prepared remarks on the call this morning will be Mark Kaye, Moody's Chief Financial Officer. During this call, we will also be presenting non-GAAP or adjusted figures. Please refer to the tables at the end of our earnings press release filed this morning for reconciliation between all adjusted measures referenced during this call in U.S. GAAP.

[Shivani Kak, Head of Investor Relations at Moody's]

I call your attention to the safe harbor language, which can be found towards the end of our earnings release. Today's remarks may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the act, I also direct your attention to the Management's Discussion and Analysis section and the risk factors discussed in our annual report on Form 10-K for the year ended December 31st, 2020, 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 statement, 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 will now turn the call over to Rob Fauber.

[Robert Fauber, President and CEO at Moody's]

Thanks, Shivani, and good morning, everybody, and thanks for joining today's call. I'm going to begin by providing a general update on the business, including Moody's third quarter 2021 financial results. Following my commentary, Mark Kaye will provide further details on our third quarter 2021 performance, as well as our revised 2021 outlook. After our prepared remarks, as always, we'll be happy to take your questions. Moody's delivered robust financial results in the third quarter of 2021. Revenue of $1.5 billion grew 13% due to strong customer demand for our mission-critical products and insights. In both operating segments, revenue increased in the double-digit percent range. For MIS, attractive market conditions continue to drive opportunistic refinancing and M&A activity for leveraged loans and structured finance issuance.

[Robert Fauber, President and CEO at Moody's]

Meanwhile, MA experienced strong growth across our subscription-based products, which now comprise 93% of total MA revenue on a trailing 12-month basis. We remain focused on delivering our integrated risk assessment strategy through innovation and investment in high-growth markets, and I'll spotlight a few examples later in the call. As a result of our strong third quarter performance, we've revised our full year 2021 guidance and now forecast Moody's revenue to grow in the low teens percent range. Additionally, we've raised and narrowed our adjusted diluted EPS guidance to be in the range of $12.15-$12.35, which at the midpoint of $12.25 represents an approximate 21% annual growth rate. In the third quarter, MIS revenue was up 12% from the prior year, and MA revenue was up 13%.

[Robert Fauber, President and CEO at Moody's]

Organic MA revenue increased 8%. Moody's adjusted operating income rose 2% to $737 million. During the third quarter, expense growth was higher than revenue as we invested significantly in our capabilities and product development in order to better serve a number of high-growth use cases. Adjusted diluted EPS was $2.69, flat to the prior year period, and Mark will provide some additional details on our financials shortly. Favorable market conditions led to the strongest third quarter in over a decade in terms of both MIS revenue and rated issuance. Leveraged loan issuance was very strong, supported by low default rates and robust private equity activity and investor appetite for floating rate debt amid higher inflation and rising interest rate expectations. As we anticipated in our prior guidance, investment-grade supply moderated given the tough prior year comparable.

[Robert Fauber, President and CEO at Moody's]

However, volumes were still substantial and remained above the 10-year historical average for MIS-rated debt. Additionally, after a muted 2020, structured finance issuance reverted back to levels seen in 2017 and 2018. Ongoing favorable market conditions, including tight spreads, drove both CLO refinancing activity and new CLO creation, as well as new CMBS and RMBS issuance. As you can see on the chart on the left, tight credit spreads combined with low default rates created an attractive environment for opportunistic refinancing and M&A activity in the third quarter. The U.S. default rate is forecast to fall below 2% by year-end. That's a significant reduction from a pandemic high of nearly 9%. While the uses of proceeds were weighted towards refinancing earlier in the year, heightened M&A activity continued in the third quarter as issuers used acquisitions to support growth.

[Robert Fauber, President and CEO at Moody's]

We frequently comment on our views on long-term issuance drivers, which include GDP growth, ongoing disintermediation trends, and upcoming refinancing needs. Based on our annual research published by Moody's Investors Service earlier this month, refunding walls over the next four years for U.S. and European issuers have increased 9% to approximately $4.1 trillion. Investment-grade supply remains the biggest asset class despite the recent surge in leveraged loans. This is slightly above the compound annual growth rate and is supported by nineteen percent growth in U.S. leveraged loan forward maturities and 7% growth in U.S. investment-grade forward maturities, providing a solid underpinning for medium-term issuance. Now moving to Moody's Analytics. MA's recurring revenue grew 18% in the quarter.

[Robert Fauber, President and CEO at Moody's]

As I mentioned earlier, now represents 93% of total MA revenue on a trailing twelve-month basis. This is supported by new customer demand and strong retention rates, which is really a testament to the mission-critical nature of our product suite. The chart on the right illustrates the strong organic recurring revenue growth on a trailing 12-month basis across some of our key operating units. Each of these businesses currently represent at least $100 million of annual revenue, with growth rates above 10% versus the prior year. Starting with credit research and data feeds, recurring revenue improved in the low double-digit percent range through a combination of increased yields and sales to new and existing customers.

[Robert Fauber, President and CEO at Moody's]

Recurring revenue and banking solutions within the ERS business grew at a similar pace as customers continued to leverage our products to support a wide range of functions, everything from lending to portfolio management and accounting and reporting requirements. Recurring revenue for our insurance and asset management business within ERS increased in the mid-20s percent range and was driven by ongoing demand for our actuarial modeling and IFRS 17 solutions. Finally, KYC and compliance built on its strong start to the year, also growing in the mid-20s percent range. This continues to be an important growth driver for Moody's that I'll expand on further. Last quarter, I summarized a few key trends underpinning growth in the KYC market, and I described how our differentiated offerings are driving organic growth rates north of 20%.

[Robert Fauber, President and CEO at Moody's]

Let me give you a few examples that illustrate the value that we provide across a variety of customer applications. In banking, one of our core use cases is to support customer due diligence requirements by providing transparency into counterparty relationships and beneficial ownership structures. The accuracy, quality, and linkage of our data enables us to be a trusted partner with banks in complying with the regulatory requirements and managing reputational risk across the financial sector. Turning to a large automotive leasing company, they previously relied on manual processes, but now have automated their supplier due diligence activities by using our Orbis database to onboard and monitor tens of thousands of suppliers and their beneficial owners. Last, a worldwide transportation company was looking for an integrated supplier risk solution to comply with anti-bribery and corruption laws and to automate their risk assessment procedures.

[Robert Fauber, President and CEO at Moody's]

They chose our Compliance Catalyst solution to help them onboard and monitor almost 20,000 suppliers, primarily because it provided them with a single tool from which to source high quality compliance, financial, and ESG data. Last month, we closed on the RMS acquisition. We're very excited to welcome our new colleagues to Moody's, and our teams have begun to work to jointly advance our integration plans. Recently, I had the opportunity to spend a couple of days together with the MA and RMS management teams to get to know each other and to align on priorities. It's clearly a great cultural fit, and we see interesting opportunities across our combined life and P&C businesses, potential for new solutions that empower integrated risk assessment, and an opportunity to sync and upgrade our technology platforms.

[Robert Fauber, President and CEO at Moody's]

We're focused on three key areas to drive incremental revenues and achieve our targets. First is cross-selling to our respective customers, and we've already begun conducting joint customer meetings to start to identify opportunities. I have to say, the dialogues are encouraging. Second is the transition of RMS customers to their new SaaS platform, where RMS will benefit from MA's recent experience and which represents an opportunity for some revenue uplift. Third is new product development and integration. When I was with the team, they identified a wide range of opportunities from simple integrations to enhance our insurance analytics to new products serving new customer segments. In fact, we have teams working specifically on identifying opportunities for corporates and governments across climate and cyber. Our work with RMS has begun, and we're looking forward to the future together.

[Robert Fauber, President and CEO at Moody's]

At the beginning of this year, I highlighted our strategic priorities as a global integrated risk assessment firm. That included collaborating, modernizing, and innovating to meet our customers' rapidly changing needs. I want to showcase a few examples of how we're delivering on our strategy across the company. Beginning with ESG and climate, we recently launched new capabilities to help customers using our credit scoring tools so that they can integrate and understand the financial impact of physical and transition risks. That new module enhances our award-winning models and covers 40,000 public companies and millions of private firms. Within our ratings business, we recently expanded our ESG credit impact scores to include financial institutions. This is the next step in building out comprehensive coverage on our rated universe and furthering our efforts to help investors clearly understand the impact of E, S, and G factors on credit.

[Robert Fauber, President and CEO at Moody's]

In MA, we're leveraging cloud and SaaS technologies to improve the customer experience. For example, as part of our Data Alliance Consortia, we recently released our first set of CECL dashboards, and that enables banks to benchmark themselves against their peers and enhances the value of our product. We're integrating commercial property data and cash flow analytics into our CreditLens suite of solutions to help commercial real estate lenders make better decisions. This marks an important expansion of our offerings serving the commercial real estate sector. Finally, the exponential increase in cyberattacks and ransomware has threatened the stability and reputation of businesses across the world. To help our customers understand this evolving risk, we made a significant investment in BitSight, a leader in cybersecurity ratings space. We see many potential opportunities for us to integrate their data and analytics into our products and solutions.

[Robert Fauber, President and CEO at Moody's]

Together, we will help market participants better measure and manage their cyber risks across supply chains and portfolios. With COP26 beginning in a few days, I want to underscore the importance of ESG and climate to both our stakeholders and to the Moody's organization. This is evident in the way that climate considerations are embedded across our company. Within our products, we offer market participants the tools they need to better identify, measure, and manage climate resilience. We've developed a comprehensive suite of climate risk data, scores, and insights to measure physical exposure to climate hazards, to analyze a company's transition risk, and also to understand how climate risk translates into credit risk. The addition of RMS will meaningfully enhance the quality of our offerings to help deliver world-class analytics to the market.

[Robert Fauber, President and CEO at Moody's]

As part of Moody's corporate commitment to sustainability, we announced several significant actions in the quarter. We brought forward our commitment to achieve net zero across our operations and value chain to 2040. That's 10 years earlier than our original target. Additionally, we're very proud to have achieved recognition as a 2021 Global Compact LEAD company. It's a major distinction from the world's largest corporate sustainability initiative.

[Robert Fauber, President and CEO at Moody's]

As founding member of the Glasgow Financial Alliance for Net Zero, we're committed to align all of our relevant products and services to achieve net zero greenhouse gas emissions. All these efforts underscore our strong commitment to address the climate crisis and to drive positive change. Before I hand the call over to Mark to discuss our financials, on behalf of the entire executive team, I want to thank all of our employees for their hard work and dedication in helping us achieve yet another great quarter.

[Mark Kaye, EVP and CFO at Moody's]

Thank you very much, Chair Rob. In the third quarter, MIS revenue and rated issuance increased 12% and 11% respectively on elevated leveraged loan and CLO activity. Corporate finance revenue grew 6% compared to a 2% increase in issuance. Heightened demand continued for leveraged loans as issuers opportunistically refinanced debt and funded M&A transactions. Additionally, we observed lighter investment-grade activity compared to the record levels in the prior year period, as well as a decline in high-yield bonds as investors pivoted to floating-rate debt. Financial institutions revenue rose 14%, supported by 25% growth in issuance. Transaction revenue was up 24%, as infrequent bank and insurance issuers took advantage of the attractive rates and spread environment.

[Mark Kaye, EVP and CFO at Moody's]

Revenue from public project and infrastructure finance declined 2% compared to a 17% decrease in issuance as U.S. public finance issuers largely fulfilled their funding needs in prior periods. Structured finance revenue was up 63%, supported by strong recovery in issuance. While this was primarily attributable to CLO refinancing activity, the third quarter also had a high level of new deals driven by a surge in leveraged loan supply. In addition, CMBS and RMBS formation further bolstered overall results. MIS' adjusted operating margin benefited from approximately 190 basis points of underlying expansion, more than offset by the impact of higher incentive compensation associated with improved full-year outlook, a legal accrual adjustment in the prior year, and a charitable contribution via the Moody's Foundation. Moving to MA, third quarter revenue rose 13% or 8% on an organic basis.

[Mark Kaye, EVP and CFO at Moody's]

Ongoing demand for our KYC and compliance solutions, as well as data feeds, drove a 15% increase in RD&A revenue or 12% organically. This was further supported by mid-90% retention rates and robust renewal yield for our credit research and data products. ERS revenue rose 8% in the quarter. Organic recurring revenue grew 13%, driven by customer demand for our banking products as well as insurance analytics solutions. This was more than offset by an expected decline in one-time revenue and led to a 2% decrease in overall organic revenue. As a result of our strategic shift towards SaaS-based solutions, recurring revenue comprised 90% of total ERS revenue in the third quarter, up 12 percentage points from the prior year period.

[Mark Kaye, EVP and CFO at Moody's]

MA's adjusted operating margin benefited from approximately 210 basis points underlying expansion, more than offset by acquisitions completed in the last 12 months, non-recurring transaction costs associated with RMS, and the charitable contribution via the Moody's Foundation. Turning to Moody's full year 2021 guidance. Moody's outlook for 2021 is based on assumptions regarding many geopolitical conditions, macroeconomic, and capital market factors. These include, but are not limited to, the impact of the COVID-19 pandemic, responses by governments, regulators, businesses, and individuals, as well as the effects on interest rates, inflation, foreign currency exchange rates, capital market liquidity, and activity in different sectors of the debt market. The outlook also reflects assumptions regarding general economic conditions, the company's own operations and personnel, as well as additional items detailed in the earnings release. Our full year 2021 guidance is underpinned by the following macro assumptions.

[Mark Kaye, EVP and CFO at Moody's]

2021 U.S. GDP will rise in the range of 5.5%-6.5%, and euro area GDP will increase in the range of 4.5%-5.5%. Benchmark interest rates will gradually rise, with U.S. high yield spreads remaining below approximately 500 basis points. The U.S. unemployment rate will remain below 5% through year-end, and the global high yield default rate will fall below 2% by year-end. Our guidance also assumes foreign currency translation at end of quarter exchange rate. Specifically, our forecast for the balance of 2021 reflects U.S. exchange rates for the British pound of $1.35, and $1.16 for the euro. These assumptions are subject to uncertainty, and results for the year could differ materially from our current outlook.

[Mark Kaye, EVP and CFO at Moody's]

We have updated our full-year 2021 guidance for several key metrics. Moody's revenue is now projected to increase in the low teens percent range, and we have maintained our expectation for expenses to grow approximately 10%. As such, with an improved revenue outlook and ongoing expense discipline, we have expanded Moody's adjusted operating margin forecast to be approximately 51%. We raised and narrowed the diluted and adjusted diluted EPS guidance ranges to $11.65-$11.85, and $12.15-$12.35, respectively. We forecast free cash flow to remain between $2.2 billion and $2.3 billion, and anticipate that full-year share repurchases will remain at approximately $750 million, subject to available cash, market conditions, MA opportunities, and other ongoing capital allocation.

[Mark Kaye, EVP and CFO at Moody's]

For a complete list of our guidance, please refer to table 12 of our earnings release. Moving to the operating segments. Within MIS, we now forecast full year revenue to increase in the low teens percent range and rated issuance to grow in the high single-digit percent range. MIS's issuance guidance assumes that full year leveraged loan and structured finance issuance will both increase by approximately 100%, up from our prior assumption of 75% growth for each of these asset classes. Investment-grade issuance is forecast to decline by approximately 35%, an improvement from our prior assumption of a 40% decrease. High-yield bond issuance is expected to increase by approximately 20%, slightly lower than our prior outlook. Additionally, we are raising our guidance for first-time mandates to a range of 1,050-1,150.

[Mark Kaye, EVP and CFO at Moody's]

This is significantly above recent levels and will enable us to generate incremental revenue through future annual monitoring fees. We're also increasing MIS's adjusted operating margin guidance to approximately 62%, which implies approximately 200 basis points of margin expansion compared to 2020's full year results. This operating leverage is driven by continued top-line outperformance and well-controlled expenses. For MA, we are maintaining our revenue growth projection in the mid-teens percent range, supported by our strong retention rates and the continued growth of SaaS and subscription products. We are also reaffirming the adjusted operating margin guidance of approximately 29%. These metrics include the impact of a deferred revenue haircut related to the RMS acquisition, as well as the non-recurring transaction-related expenses I noted earlier.

[Mark Kaye, EVP and CFO at Moody's]

Excluding the impact of acquisitions completed in the prior 12 months, MA revenue is anticipated to increase in the high single-digit percent range, and the adjusted operating margin is forecast to expand by approximately 300 basis points. As I mentioned previously, we are reaffirming our full year 2021 expense growth guidance of approximately 10%. For the third quarter, operating expenses rose 19% over the prior year period, of which approximately 16 percentage points were attributable to operational and transaction-related costs associated with recent acquisitions, including RMS, as well as higher incentive and stock-based compensation accruals, a $60 million charitable contribution via the Moody's Foundation, and improvements in foreign exchange rates. The remaining expense growth of approximately 3% was comprised of organic investments as well as operating costs such as hiring and salary increases, and was partially offset by ongoing cost efficiency initiatives.

[Mark Kaye, EVP and CFO at Moody's]

We are on track to reinvest approximately $110 million back into the business in 2021. These organic investments are concentrated in the areas we've mentioned throughout the year, including ESG and climate, KYC and compliance, CRE, as well as technology improvements and geographical expansion. Before turning the call back over to Rob, I would like to underscore a few key takeaways. First, we're pleased to have raised our full year guidance across several key metrics, primarily due to robust third quarter performance. Second, economic recovery and constructive market conditions continue to support issuance levels and refunding activity. Third, MA's high proportion of recurring revenue and retention rates, along with growing customer demand for our award-winning product suite, positions Moody's for sustainable long-term success.

[Mark Kaye, EVP and CFO at Moody's]

Fourth, our ongoing key organic investments in high growth markets accelerate our integrated risk assessment strategy across a wider range of use cases. Finally, our focus on innovation and product enhancement delivers best-in-class ESG and climate solutions to our stakeholders, enabling them to make better decisions. With that, let me turn the call back over to Rob.

[Robert Fauber, President and CEO at Moody's]

Thanks, Mark. This concludes our prepared remarks, and Mark and I would be pleased to take your questions. Operator.

[Operator]

Thank you. If you would like to ask a question, please dial star-one on your telephone keypad. If you're 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 Manav Patnaik with Barclays. Please go ahead.

[Manav Patnaik, Managing Director and Equity Research Analyst at Barclays]

Thank you. The first question is just on Moody's Analytics. I was hoping you could just help us with, you know, how much RMS specifically contributed in terms of revenue to the quarter and how we should, you know, model that out, and the margin impact, basically.

[Robert Fauber, President and CEO at Moody's]

Hey, Manav. Good to have you on the call. I'm going to start kind of big picture with RMS because I think that'll be useful to everybody on the call, and then we'll get Mark to drill down into some of the numbers. I want to say that, you know, while we've owned RMS for less than 45 days, I think we're very excited about the prospects of what we can do together. One thing that we found is that the combination of RMS and Moody's has made us a very important vendor to the largest insurance companies in the world, and that's leading to some really good dialogues and opening up some new opportunities for us. We've got a plan to integrate RMS that's really focused around four key pillars.

[Robert Fauber, President and CEO at Moody's]

First is go-to-market strategies, really in our insurance business, including cross-sell. Second is a roadmap for integrating RMS's capabilities across Moody's, and that very importantly includes climate, as well as cyber and commercial real estate to name a few. We've got some opportunities to sync and combine our tech stacks and roadmaps and then, of course, corporate integration. To give you a sense of the cross-selling opportunity, in the core insurance space, less than 10% of our combined total insurance customers are currently served by both Moody's and RMS. There's a lot we think we can do there.

[Robert Fauber, President and CEO at Moody's]

Let me give you a couple examples, Manav, of where we see some, you know, relatively low-hanging fruit in terms of cross-selling and product integration in the insurance space. RMS has got something called LifeRisks, and that focuses on mortality and longevity solution. We think we're going to be able to integrate that into our life insurance actuarial modeling platform and sell that to our life insurance customers. The thing about RMS, they essentially had zero sales effort into life insurance. That's going to be a great opportunity for us to take that to several hundred life insurers. Another place is in our asset and capital modeling solution that's available for life insurers and integrating that into RMS's risk intelligence platform serving P&C companies.

[Robert Fauber, President and CEO at Moody's]

There are a number of other things that we've identified, but that gives you a flavor for it. We're looking at leveraging RMS's capabilities to serve new customer segments in new ways. That was really a lot of what we talked about on the investor call when we announced the transaction. You know, for instance, helping financial institutions and corporates to start to assess the potential impacts of climate change and weather risks across their portfolios and their facilities. Certainly with governments, and I'm sure on this call, we will talk more about the infrastructure and Build Back Better bills. There's going to be an enormous amount of investment into building climate resilience. We think RMS is really going to position us well to help organizations with that. In some ways, one of our biggest challenges is really just kind of properly prioritizing all the opportunities and get the teams focused on the things that are going to deliver the biggest bang for the buck. We're off to a good start, much more to be done, and of course, we'll keep you posted.

[Mark Kaye, EVP and CFO at Moody's]

Manav, as we think about the outlook, RMS's implicit impact to the full year 2021 adjusted margins and adjusted EPS was slightly larger than we previously forecast back in August, really due to three primary, I think about them as non-recurring items. The first was increased transaction-related expenses of around $22 million. Second was a higher expected deferred revenue haircut in 2021 of $18 million. The third one would be the $13 million loss on the British pound purchase price hedge. If I take those three factors together with the underlying operating performance expected in 2021, we're looking at roughly a $0.29 diluted impact to our full-year EPS outlook. If you put that in perspective, that will give you an idea of what needs to be adjusted out if you choose to from your models.

[Manav Patnaik, Managing Director and Equity Research Analyst at Barclays]

Okay. Got it. Just from a margin standpoint, though, you know, maybe on MIS, I think last quarter you told us that the operating expense should be similar to the first half of this year. I just wanted an update if that's still the case or not.

[Mark Kaye, EVP and CFO at Moody's]

Yeah. Manav, maybe I'll spend just a couple minutes to give a little bit more detail on the MIS margin. We are guiding to a full year 2021 MIS adjusted operating margin outlook of approximately 62%. That really means if you back into the fourth quarter of the year ago margin, we're looking at roughly 54.5%, and that would be up around a little bit over 600 basis points from the 2020 fourth quarter margin of the 48%. Of that approximately 600 basis points, you could think about almost 400 basis points is coming from underlying business performance. Think about, you know, ongoing favorable rate environment and need for continued M&A financing, etc.

[Mark Kaye, EVP and CFO at Moody's]

Also around 250 basis points from the non-recurrence of some of those expenses that we saw in the fourth quarter last year, like severance. I also wanted to point out one item here that we are assuming historical fourth quarter issuance seasonality trends, which will imply a lower absolute fourth quarter MIS revenue result versus earlier quarters. Specifically in line with, you know, 2017-2020 quarterly seasonality, we're assuming 1/5 of 2021 full year MIS revenue in the last quarter of the year.

[Manav Patnaik, Managing Director and Equity Research Analyst at Barclays]

Okay, thank you.

[Operator]

Our next question comes from Alex Kramm with UBS. Please go ahead.

[Alexander Kramm, Managing Director and Senior Equity Research Analyst at UBS Investment Bank]

Hello, everyone. I was hoping that you could give us a little bit of an update or more detailed update than you already did on kind of like your expectations on the ratings and issuance side as we head into fiscal year 2022. I understand you haven't given us any sort of look yet, but it is November, and clearly everybody's already moved on focusing on next year. I think everybody can't ignore that the last couple of years have been really, really strong. I appreciate your comments in terms of refi walls being a lot higher, and from a multi-year perspective, that looks really, really good. When you think a little more near-term in terms of fiscal year 2022, what are the puts and takes that you're thinking about, as you get into the budgeting process? Thanks.

[Robert Fauber, President and CEO at Moody's]

Yeah, Alex, I understand congratulations may be in order that you may have a new member of the family. That's super, and we appreciate you still dialing into the call.

[Alexander Kramm, Managing Director and Senior Equity Research Analyst at UBS Investment Bank]

Just in time for saying this. Thank you very much.

[Robert Fauber, President and CEO at Moody's]

I was actually looking back at the transcript from last year's third quarter call. You know, I knew I was going to get this question, and I realize I'm probably going to sound a little bit like a broken record. Let me just give you some insight into how we're thinking about it. You're right, Alex, we're not ready to give an official guide on our 2022 issuance outlook. We'll do that on the next call. I think fundamentally, while the conditions are very, very conducive to issuance right now, and you noted it in your question, you know, we have to take into account the very robust issuance environment we've had over the last two years.

[Robert Fauber, President and CEO at Moody's]

You know, kind of like I said last year, from where we're sitting just right now, it feels like there are a little bit more headwinds than tailwinds going into 2022, and I'll give you a sense of both of those. In terms of tailwinds, you know, certainly we've got a rebound in economic activity. We've always said that is good for our business. Our assumption is that inflation will in fact be transitory. We assume there's going to be a continuation of the very strong pace of M&A that's going on right now. I think that's going to be particularly true in the case of sponsor driven LBO activity.

[Robert Fauber, President and CEO at Moody's]

You've got private equity funds that just have huge amounts of money, you know, to deploy. We've got an assumption there's going to be a continued low rate and low default environment. The low default environment is important because that's going to be supportive of tight spread. Even as rates start to move up a little bit, you know, we think that all-in financing rates will be historically attractive. Then I guess I would also add that we're going to see a continued uptick in sustainability-focused financing that's going to grow dramatically next year, although that may be a little bit more of an issue of mix than volume. Now, in terms of headwinds, you know, it really does start with just the comps.

[Robert Fauber, President and CEO at Moody's]

Obviously, last year it was investment grade, this year it is leveraged loans. The outlook for leveraged loans, the sustainability of issuance in leveraged loans and in turn CLOs is going to be very important, I think, ultimately, to our outlook. Like I said, there are some very good drivers for leveraged loan volumes to continue M&A, you know, gradually rising rate environment. Mark noted we expect issuance to be up over 100% versus last year. Like investment grade last year, that's just it is a hard act to follow and the question is will there be a period of market digestion after all of this issuance.

[Robert Fauber, President and CEO at Moody's]

I would also say, Alex, you know, in general, issuers have got pretty healthy balance sheets and liquidity, so they can be a bit patient. There's been lots of refinancing over the last few years. Issuers are in good shape around maturities. I hope this is one of the last times I say this, but COVID is still a bit of a wild card. It can be. The last thing I'd say, Alex, I acknowledge you noted this in your question. That gives you a sense of how we're thinking about the quarters ahead. As we think about the years ahead, that's why we wanted to highlight the four-year forward maturities. You know, they've grown at a rate of about 9% versus last year. All of that is going to give us a very good underpinning for medium-term issuance, we think.

[Alexander Kramm, Managing Director and Senior Equity Research Analyst at UBS Investment Bank]

Excellent. Thanks. Great color here. Just a quick one on the MA side. I know you talk about ESG and climate increasingly. I think still pretty early in terms of revenues. But in terms of where you're actually having success right now, can you actually give us a few examples where you're actually doing sales and like what kind of customers, what kind of products are resonating the most? And to what degree you're having competitive wins or what your win rate is? Because again, everybody's obviously trying to jump at this and grab as much as they can, but it's becoming a crowded field. So curious in terms of how you're doing well versus the competition, where you're winning the most.

[Mark Kaye, EVP and CFO at Moody's]

Yeah. Alex, thanks very much for the question here. Let me go ahead and maybe do a little bit of a holistic perspective, and then I'll dive right in to specific areas that we're having success and sort of where our competitive advantage is here. Overall, the market itself is really coalescing around what we think of as two really important ESG themes. The first is really consistency, and that's really the need for more harmonization and standardization. The second is really around integration, right? The integration of ESG climate and sustainability data, tools, analytics into our financial and risk workflows and products and services.

[Mark Kaye, EVP and CFO at Moody's]

You know, it's these two themes that could lead you to think about ESG as having a broader and a deeper understanding of the important characteristics of who you're investing with or you're lending to or who you're working with. With that, you know, let me highlight sort of those three customer examples to the heart of your question. The first is in the CRE space, where our customers want on-demand scoring capabilities to screen properties globally. They want sustainability considerations to be integrated into that screening. We've developed a solution that provides those forward-looking risk assessments of property exposures to floods, hurricanes, wildfires, and other climate hazards over time. That's incredibly valuable, and we're gaining significant traction there with our clients.

[Mark Kaye, EVP and CFO at Moody's]

A second example you can think about is banks and insurance companies, and they're looking for climate data really to be integrated into economic scenario modeling, and stress testing to really help them meet regulatory and other requirements. They also need it integrated into how they're assessing risk across their wholesale banking credit portfolios. We are doing that. We're helping to integrate those climate and ESG factors into our models, and that's again enhancing our competitive value proposition, including our lending software and other risk solutions that we provide to those financial institutions.

[Mark Kaye, EVP and CFO at Moody's]

Maybe third, as a third example, you know, customers ultimately want to integrate datasets that they really want to commingle their data with ours. To enable that, we've made our data available on our new DataHub platform for customers to access our data alongside their own in-house data, and then to work with that data using some of the advanced data science tools.

[Robert Fauber, President and CEO at Moody's]

Mark, let me just build on that too. Alex, you think about where do we think we have source of competitive advantage. You're right, it's a crowded field. I'll give you one example. We've developed what we call an ESG score predictor that's got scores on 140 million companies. Nobody else has that kind of coverage, and we're leveraging that Orbis database that we have. We've got over 100 sales opportunities in the pipeline right now for organizations who want to be able to understand the ESG profile of tens of thousands of suppliers, for instance. So there's one example. Second, climate.

[Robert Fauber, President and CEO at Moody's]

With the addition of RMS, and we are just in the process of figuring out how we're really going to leverage that, we think we probably have some of the best climate modeling capabilities anywhere on the planet, and there's going to be a lot of demand for that. In addition to, you know, kind of what we already had across the company and now layering in RMS and all of their capabilities, we think we're really going to be able to compete and win in the climate space.

[Alexander Kramm, Managing Director and Senior Equity Research Analyst at UBS Investment Bank]

Excellent. Thanks for the color there.

[Operator]

We'll take our next question from Ashish Sabadra with RBC Capital Markets.

[Ashish Sabadra, Managing Director, Equity Research Analyst at RBC Capital Markets]

Thanks for taking the question. I just wanted to focus on the KYC, and thanks for flagging this accelerated growth there. I was also wondering how is ESG driving increased demand for KYC. You've mentioned a couple of times about increased demand for third parties, so any more incremental color there? Thanks.

[Robert Fauber, President and CEO at Moody's]

Great question, Ashish. Let me just start with, you know, KYC and financial crime compliance. You know, as you can see, we're continuing to have very robust demand. We've got 26% constant dollar organic revenue growth in the third quarter. Feel very good about that. We've got these foundational data assets with Orbis, 400 million companies, 1.5 billion total ownership links, and then our Grid database with more than 14 million profiles. That is a really comprehensive offering. We've talked about the multiple use cases that are driving demand for all of this. It goes back to what Mark just said.

[Robert Fauber, President and CEO at Moody's]

Organizations want to understand who they're doing business with, what are the risks of doing business with them, and how can they make better and faster decisions to deliver immediate operational returns. It's going beyond regulatory requirements, and it's going beyond banks. To give you a sense of that, we're hearing from customers that they can do screens up to 5x faster, with up to a 70% reduction in false positives using our tools. That's some anecdotal feedback we get from our customers. That's really important to them. To give you a sense, Ashish, of the kind of scale of operations in our KYC business. We're now processing more than 700 million screens a day. We're now building on this position.

[Robert Fauber, President and CEO at Moody's]

We've confirmed at least 10 what we call innovation partners, which represent a range of well-known financial institutions, technology companies and corporates who we are now working with to co-create and shape industry-leading solutions. Those partners represent not only obviously attractive commercial opportunities, but they give us really unique insights into industry trends and customer needs. As part of all that, we're progressing on new product opportunities, things like KYC scores and networks, which I think you'll see some of that coming to market in 2022. Across the globe, we have recently expanded our sales team that's focused on KYC and financial crime compliance, and we really are continuing to refine our value proposition and expand our reach. We feel very good. We're going to keep investing organically.

[Robert Fauber, President and CEO at Moody's]

We're going to keep investing inorganically to make sure we've got a leading position in what is a very attractive market. To touch on the last part of your question, how's ESG integrating? You know, you think about we call it know your customer, but increasingly this is know your counterparty, know your customer, know your supplier. As I said, it's going beyond I need to understand whether they're on a sanctions list. I now want to understand are they on a sanctions list? Is there reputational risk? Does this company have the same kind of ESG profile that I want to do business with? Is my data secure with them? We're seeing as part of this know your counterparty space, a desire from customers to start integrating more and more content to give them a more 360-degree view of who they're connecting to, and ESG is a part of that.

[Ashish Sabadra, Managing Director, Equity Research Analyst at RBC Capital Markets]

That's very helpful color. Maybe just on my follow-up, I was wondering if you could provide any update on your China operation and any incremental color with what's happening there. Thanks.

[Robert Fauber, President and CEO at Moody's]

Sure. I think everybody on the call knows we're committed to our investment in CCXI. We have a 30% stake. It's the leading domestic rating agency. I know that the market has opened up to a number of financial services companies, but, you know, we'll see, you know, how successful those companies are relative to Chinese incumbents. What we do know is the Chinese want to attract more foreign investment into their domestic bond markets and they need more transparency and more global comparability. That's what international investors want. Let me give you, Ashish, two ways that we are delivering what we think international investors want in order to facilitate investment into China's bond markets.

[Robert Fauber, President and CEO at Moody's]

The first is we're about to launch something called China Credit View. We expect to launch it in November. We think that's going to really address some critical needs across four areas. First of all, it's going to provide very wide coverage. The platform is going to cover the top 1,000+ Chinese corporates, and it will have global comparability. That's something else that's very important. Standardized financials, credit metrics, and model-implied ratings on a global scale, because that then allows for peer comparison globally, which is very important across both MIS-rated and you know kind of model-rated firms. It's going to provide transparency and some in-depth analysis with financial statement quality scores and interactive scorecards. That's going to be very helpful to international investors.

[Robert Fauber, President and CEO at Moody's]

The second thing I would say is, given the credit stress and, you know, some of the regulatory actions across a range of Chinese sectors, I'd say that the demand for high-quality insights into China's credit market has probably never been higher. To give you a sense, you know, by year-end, our event activity covering Greater China will be up over 20% from last year. We'll have done 160 events. We're increasingly really working under a one Moody's banner. A great example of that is our Moody's ESG China series. We're innovating in terms of our local delivery there. We're active on WeChat. We've got a special China channel. So a lot we're doing to drive engagement. We're even, you know, we kind of call it bringing the world to China.

[Robert Fauber, President and CEO at Moody's]

We're including live Chinese translations into our global programs. Also, to give you a sense of the activity levels, there's a lot of analytical and commercial engagements between our analysts and our commercial teams with issuers and prospective issuers. Over 1,000 analytical meetings and thousands of commercial meetings. Then we've done a number of events with Chinese intermediaries. We feel like we've got some very good initiatives focused on the China market opportunity that are responsive to what the market wants and needs.

[Ashish Sabadra, Managing Director, Equity Research Analyst at RBC Capital Markets]

Thanks. Thanks a lot for that color. Thank you.

[Operator]

Our next question comes from Toni Kaplan with Morgan Stanley.

[Toni Kaplan, Executive Director and Equity Research Lead Analyst at Morgan Stanley]

Thank you. Actually, I just wanted to follow up on that last point you made, Rob. In the China Credit View, could you just confirm, it sounds like is that more of an investor pays model that you're deploying within China or maybe I'm not understanding it correctly?

[Robert Fauber, President and CEO at Moody's]

Yeah, Toni, that's right. We have a flagship product called CreditView for fixed income investors. This is a special China-focused module of that with a broad coverage on Chinese corporates, as I just talked about. Yes, it would be a subscription-based model targeted primarily at our core international investor customer segment.

[Toni Kaplan, Executive Director and Equity Research Lead Analyst at Morgan Stanley]

Perfect. Okay. Turning totally to a different topic, you've had some nice double-digit organic growth within RD&A for the past five quarters. A lot of moving pieces in there. You've got RDC, BVD, the legacy businesses. Slide 10 was really helpful for showing the drivers by theme. When you just think about the next one to three years, you know, how would you rank order the areas of opportunity that you're most excited about within MA? Just on the sort of investment side, you have all these initiatives and innovation going on right now. I know it's really early, but should we think about the continued pace of investment, similar next year to what you've done this year? Anything on sort of the opportunities and the investment would be great. Thanks.

[Robert Fauber, President and CEO at Moody's]

Yeah. Toni, I'll start, and then Mark is probably going to want to chime in as we think about investment. Let me start with RD&A because I think that's where your question started. Yes, we've got some very strong organic growth coming out of that. You're right, there's a number of things that are included in that segment. The KYC, obviously I talked about that at some length. Let me also talk about what else is driving growth there, and that's our research and data feeds. We've got very strong retention, something like 96% in the third quarter of 2021. That growth is supported by deepening our penetration at existing customers and adding new logos.

[Robert Fauber, President and CEO at Moody's]

I was talking to Toni about our flagship CreditView research platform. We're making some significant investments and enhancements to be able to support our value proposition and obviously our pricing opportunity over the coming years. To give you a little bit of a flavor for that, you know, we're now going to be aggregating insights and analytics that we've developed across all of Moody's so that our customers can access, you know, you hear this term integrated risk capabilities in one place. We're going to be upgrading and delivering more of a true digital experience that is going to enable our RD&A users to consume, or really CreditView users to consume content where, when, and how they want it.

[Robert Fauber, President and CEO at Moody's]

I think very importantly, we're going to be servicing the entire breadth of the ESG and climate content across Moody's to be able to enable integrated risk assessment on credit risk and dual materiality. There's some very good investments there. Maybe the last thing I'll hand it to Mark is, and you're right, there are a number of great places for us to be investing across MA. We've got the bubble chart that shows you get a number of businesses doing more than $100 million in revenue. I would go back to, you know, KYC is a very attractive place for us to invest given the growth characteristics in our position, and then things like banking and insurance within ERS, CRE, and then climate and ESG.

[Mark Kaye, EVP and CFO at Moody's]

Toni, if I were to just add a couple numbers around that. For the full year 2021, we're looking to invest approximately $110 million. Just to give you a feel, because this obviously ties back with the expense calendarization by quarter, we spent approximately $30 million in the third quarter, and we're looking at somewhere between $45 million and $50 million in the fourth quarter. A significant portion of those strategic investments, as Rob said, would be allocated to our KYC area, ESG and climate. Maybe just a quick flyby on KYC. Obviously, that's the integration of the acquisitions from RDC, Cortera, and Acquire Media, and that's all about best-in-class KYC and financial crime prevention. I just wanted to make a note here.

[Mark Kaye, EVP and CFO at Moody's]

We have a really great customer feedback on our new insights around human trafficking, alerts and some of the identity verification. On CRE briefly, it's around streamlining our customers workflows for lending, investment, and monitoring. ESG, I think we've sufficiently spoken about. Lastly, in the domestic China and Latin American markets, we are investing in some of the local talent, region-specific methodologies and more of a holistic suite of products that meet the specific market needs.

[Toni Kaplan, Executive Director and Equity Research Lead Analyst at Morgan Stanley]

Thanks so much.

[Operator]

Our next question comes from Kevin McVeigh with Credit Suisse.

[Kevin McVeigh, Managing Director at Credit Suisse]

Great. Thanks so much. Hey, Mark or Rob, I wanted to ask the kind of rate question a different way. I mean, obviously there's been a nice uptick in structured finance to offset some of the corporate finance weakness. If I go back, you're still kind of, you know, 40% below the 2007-2008 peak in structured finance, right? If you look at your revenue, yet, you know, kind of corporate finance is 5x what it was. Do you have any thoughts as to can structured finance revisit that prior peak? I know the dynamics are a little bit different, but any thoughts as to does that continue to offset maybe some of the uptick in rates? Just, you know, I'm asking that more within the context of the rating stack relative to how we're thinking about rates, you know, a little bit longer-term, I guess, you know, 2021 into 2022.

[Robert Fauber, President and CEO at Moody's]

Hey, Kevin, it's Rob. Let me take a crack at this. I guess, you know, the first thing that comes to mind here is just, you know, when we're talking about, you know, 2007, you know, if we went back and looked at the size of the RMBS market, you know, that's going to be a very big piece of that that just has not come back to anything like what it looked like pre-global financial crisis. You know, we get asked from time to time, do we think it will? There have been some proposals around the GSEs and other things, but the reality is, it just doesn't seem like something that's probably in the near to medium-term.

[Robert Fauber, President and CEO at Moody's]

You know, it's hard to replace that amount of issuance in the overall structured market. That said, you know, if we kind of just look out right now today, we see, especially in the U.S., pretty vibrant markets for structured finance across all asset classes. Obviously, you know, CLOs is, you know, you saw our guidance up 100%. But ABS, very tight spreads in that market, improving consumer confidence. You've got CMBS, which has been surprisingly resilient, coming out of the pandemic, and of course, CLOs. I think we're going to see good growth in structured finance, but I don't think it's going to resume the same kind of absolute size that we had pre-financial crisis anytime soon.

[Kevin McVeigh, Managing Director at Credit Suisse]

That makes a lot of sense. Then just real quick, given all the incremental commentary from RMS in terms of how it's syncing with climate, you still comfortable with that $150 million of incremental revenue by 2025 or, you know, you're seeing anything as to the pacing of that? It sounds like, you know, maybe that proves conservative as you're kind of working your way through the client base.

[Mark Kaye, EVP and CFO at Moody's]

We are very comfortable to continue guiding towards the incremental RMS-related runway revenue of $150 million by 2025. Now, I'd also just note that connected to that is the guidance that we are reaffirming around our medium-term MA adjusted operating margin of mid-30s percent. Certainly we feel very comfortable sort of reaffirming those outlooks.

[Robert Fauber, President and CEO at Moody's]

Kevin, I don't want to get ahead of ourselves, but you know, we're going to be thinking hard about how Moody's and RMS together can play an important role in addressing climate resilience. Obviously, enormous investments being made. You know, the Biden plan, I think we got more visibility on that today. That'll be something we'll be very focused on.

[Kevin McVeigh, Managing Director at Credit Suisse]

Seems like it's a real, future opportunity for you, for sure. Thank you.

[Operator]

Our next question comes from George Tong with Goldman Sachs.

[George Tong, Senior Equity Research Analyst at Goldman Sachs]

Hi. Thanks. Good morning. I wanted to drill into margins a bit. As you think about the attribution of margin performance, how do you expect MIS and MA margins to perform in the fourth quarter?

[Mark Kaye, EVP and CFO at Moody's]

George, maybe let me start more holistically at the MCO level. I provided a little bit of color a minute ago on MIS, but let me talk about MCO, and then I'll talk a little bit about MA after that. Our updated guidance for full year 2021 MCO adjusted operating margin is approximately 51%, and that is 130 basis points higher than the actual 2020 adjusted operating margin result of 49.7%. For context, this is in addition to the MCO margin expanding by 240 basis points in 2020, so significant expansion. If we were to break the MCO margin expansion down into its component pieces, that would translate into an increase in operating leverage by around 300-350 basis points.

[Mark Kaye, EVP and CFO at Moody's]

That's versus the 150-250 basis points that we guided to previously. This is driven really by better than expected scalable revenue growth underpinned by expense discipline. We are also able to realize savings and efficiencies of between 160 and 200 basis points of MCO margin from activities like the restructuring programs that we implemented last year increasing automation, utilization of lower cost locations, procurement efficiencies, real estate optimization, etc. The idea we've spoken about is then sort of fully deploying those savings and efficiencies against increasing our organic strategic investments in 2021, and especially in the third and fourth quarter of this year.

[Mark Kaye, EVP and CFO at Moody's]

If I just were to round out sort of that attribution, we're really looking at 150-190 basis points of headwind from the recent acquisitions, including, you know, those RMS transaction related costs, and around 25 basis points of mix between the MA and the MIS business growth. On MA specifically, we are guiding to approximately 29% for the full year, and that means the implied fourth quarter MA margin is approximately 24%. That is down from last year's result of 28.4%. That's driven almost solely by more than 400 basis points of margin compression resulting from the M&A activity and transaction related costs.

[Mark Kaye, EVP and CFO at Moody's]

The underlying fourth quarter margin, you know, is really expected to be approximately flat year-over-year, and that's primarily because we're accelerating our organic investments, really again in the third and fourth quarter this year. Just a reminder, I know I mentioned this a minute ago, but I want to reiterate, the medium-term MA adjusted operating margin guidance remains in that mid-30s percent.

[George Tong, Senior Equity Research Analyst at Goldman Sachs]

Got it. That's helpful. On the topic though of reinvestments, you're making reinvestments of about $80 million-$100 million from the cost savings that you're realizing. Can you talk about which parts of the business those reinvestments are going into and what's been done year to date?

[Mark Kaye, EVP and CFO at Moody's]

Absolutely. To be precise, we're looking to reinvest approximately $110 million back into the business this year. That really is through those cost efficiencies that we've been able to generate primarily in the areas of KYC, CRE, ESG, and climate. I know we've spoken about those before. Also wanted to add, it also relates to modernizing some of our internal data and technology infrastructure, and that's about enhancing our products and expanding our presence in the emerging markets. Then of course, we cited a couple of examples earlier in the call around the DataHub, that cloud-based analytical platform. There are several areas that we're using to enhance organic investments.

[Robert Fauber, President and CEO at Moody's]

Yeah, let me give you an example. For instance, in commercial real estate, obviously we made an acquisition at the beginning of the year, Catalyst, to build out our coverage. We've also been investing organically, and that's coming out of that investment fund. Really there's two products in particular. At the end of the third quarter, we launched our CreditLens for commercial real estate product. That's targeted at CRE lenders. Those are our core customers. That product delivers a more digitized and automated and connected approach that's going to reduce underwriting time for our customers. We're building out a sales pipeline and we're excited about that. We're also scheduled to launch our portfolio construction and monitoring product for CRE investors this coming month. Similarly, we you know, we're out, you know, speaking with prospective customers there. That gives you an example of the kind of thing that we're doing out of that investment fund.

[George Tong, Senior Equity Research Analyst at Goldman Sachs]

Very helpful. Thank you.

[Operator]

Our next question comes from Andrew Nicholas with William Blair.

[Trevor Romeo, Equity Research Analyst at William Blair]

Hi. Thanks. This is actually Trevor Romeo in for Andrew. Appreciate you taking the questions. First just, you touched on this a bit in the prepared remarks, but I was just wondering if you could maybe talk a bit more about your investment in BitSight, your thoughts on kind of the market for cybersecurity ratings and analytics, and how that investment enables you to take advantage of that opportunity.

[Robert Fauber, President and CEO at Moody's]

Hey, Trevor. Welcome to the call. I probably don't need to say that cyberattacks are growing in frequency and severity. They're affecting a much broader range of industries, and I think we all understand it's not just data breaches anymore. This is also about the physical security of infrastructure. We had done some interesting work in RMS. We had looked at the sectors that we considered to be medium-high or high cyber risk. 13 sectors, total rated debt of more than $20 trillion. The numbers here are big. I guess what I'd say is it's a growing problem, material implications, but the real issue is it's very opaque. There is little ability of financial markets to be able to quantify cyber risk.

[Robert Fauber, President and CEO at Moody's]

This is a critical area of concern with virtually every customer that I meet with. It's probably not surprising. We think that our investment in BitSight has established the standard at scale in cybersecurity ratings and risk assessment in a way that's, you know, frankly, seriously needed and hasn't been done before. Think of this as they've got an outside in approach. That's essentially what a company looks like to the internet, and then they translate that to something that looks kind of like a FICO score. In the transaction, we combined our joint venture that had our inside out approach, and that's working with management and doing a more in-depth analysis similar to what you might think of with a credit rating.

[Robert Fauber, President and CEO at Moody's]

Together, BitSight's got the most comprehensive cyber risk assessment capability in the market, and we think it's going to be uniquely well positioned to help quantify the financial exposure to cyber risk. There are a few things that really attracted us to BitSight. They've got first mover advantage in the space. They were the first to do this. They have a scalable high-growth model. They've got over 2,000 customers that use their insights for a wide range of use cases. This will give you a sense.

[Robert Fauber, President and CEO at Moody's]

I mean, it's everything from insurance companies who are underwriting cyber insurance and want better visibility into the risk of what they're underwriting, corporates who've got, you know, are managing supply chain and vendors, corporates who are doing own security assessment and benchmarking, M&A due diligence, national cybersecurity. You know, the list goes on. What we're seeing, Trevor, is increasing demand for our customers to help them be able to get their arms around this and to integrate that into a variety of workflows. You know, think about KYC. It was interesting. I was just talking to my team the other day. They came back from a big compliance conference, and one of the big themes was ransomware and cyber is now financial crime.

[Robert Fauber, President and CEO at Moody's]

I think we're going to see an increasing interest and a convergence around this, where you've got companies who are going to want to be able back to this idea of know your counterparty, know your partner, know your. They're going to want to have more visibility into the cyber risk of who they're doing business with. So, there are a range of things that we have identified where we're going to work with them to integrate their datasets and insights into a range of risk assessment workflows. So we're excited about it.

[Trevor Romeo, Equity Research Analyst at William Blair]

Okay. Great. Thank you. That was super helpful. Maybe just a quick follow-up for Mark. I apologize if I missed this, but what was the incentive comp number in the third quarter and your expectation for Q4?

[Mark Kaye, EVP and CFO at Moody's]

Good afternoon. The incentive compensation result for the third quarter was approximately $107 million. We're now expecting incentive compensation to be between $325 million and $330 million for the full year. That's an increase of around $60 million from our second quarter forecast, really due to the improved full year revenue and margin outlook of low teens percentage growth and approximately 51% adjusted operating margin respectively.

[Trevor Romeo, Equity Research Analyst at William Blair]

Okay, perfect. Thank you both very much.

[Operator]

Our next question comes from Craig Huber with Huber Research Partners.

[Craig Huber, Equity Research Analyst at Huber Research Partners]

Great. Thank you. My first question, Rob, if you just back on the RMS acquisition, you talked an awful lot about the, you know, climate risk models there, the data there, and how it's applicable to the insurance industry. Can you touch on the other industries out there? This seems like a huge opportunity long-term to sell those capabilities into other areas outside of insurance. That's my first one. Thanks.

[Robert Fauber, President and CEO at Moody's]

Yeah, that's exactly right, Craig. You know, you think about, you know, RMS for 30 years has been supporting the insurance industry in underwriting weather risk. We call it climate risk, weather risk, right? Among other kinds of risks as well. They've obviously developed models beyond extreme weather events. I think what we're all realizing is that weather risk and the physical risks related to climate change are no longer just the insurance industry's problem. In fact, the insurance industry is going to be very thoughtful about what they insure on an ongoing basis, right? You can imagine you're a bank, you've underwritten a 10-year loan and during the life of that loan, an insurance company decides they're no longer going to insure the collateral because they're concerned about the climate risk.

[Robert Fauber, President and CEO at Moody's]

All of a sudden the bank then inherits the climate risk. You've got, I think, a broad understanding now of the impact of weather. There's a whole range of knock-on impacts. I'll give you an interesting data point, Craig. Over the last 30 years, there have been something like $400 billion of insured losses related to weather events, but there have been something like $1.3 trillion of uninsured, right? This is flowing through organizations' P&Ls, business interruptions, supply chain disruptions, changes to consumer demand. All those kinds of things that companies have been effectively retaining that risk. I think organizations around the world are waking up to realize they want to get much smarter about that risk, especially given concerns about climate change.

[Robert Fauber, President and CEO at Moody's]

The other thing I would say, Craig, is and we can touch on what's going on with the infrastructure and Build Back Better bills. There is going to be a lot of investment in climate resilience, right? This is trying to understand, let's say you're a municipality. You want to understand what is the impact of climate change on your municipality, and what kinds of investments should you be making in risk mitigation, adaptation, and building climate resilience. There are going to be trillions of dollars over the next several decades going into thinking about not just carbon transition, but also building climate resilience.

[Robert Fauber, President and CEO at Moody's]

That is where we think the RMS models, combined with our expertise from Four Twenty Seven and other things, we think they are going to be very relevant in helping governments, corporations, financial institutions be able to start to much better, you know, zero in on those kinds of risks and think about how it will inform investments.

[Craig Huber, Equity Research Analyst at Huber Research Partners]

That's great. My other follow-up, Rob, the bank loan issuance, the outlook there. I mean, these private equity firms out there, as you alluded to earlier, are very flush with capital cash on the balance sheets and stuff. I mean, it looks to us like 50%-60% in recent years of bank loan issuance is sponsor-related and stuff. I mean, can you just talk a little bit further about the outlook here, particularly given how low credit spreads are on absolute rates as well? Just the bank loan outlook. Thanks.

[Robert Fauber, President and CEO at Moody's]

Yep. I'd say, Craig, you know, near-term, the bank loan outlook looks good for the reasons that you cite. You've got lots of dry powder from the sponsors. You've got low default rates and low forecasted default rates, very tight spreads, low benchmark rates, lots of M&A activity going on. So the outlook for leverage loans looks good. I think the only question on our mind is really, you know, when the dust settles on the year, like we said, you know, volumes are going to be up something like 100%. The question is, will there be a period of digestion like we saw with investment grade this past year, or are we going to see some of these underlying drivers continue to allow the the loan market to grow off of these record levels? I don't have an answer for that yet, but we will give you a view on the next call.

[Craig Huber, Equity Research Analyst at Huber Research Partners]

Great. Thanks, Rob.

[Operator]

Our next question comes from Jeffrey Silber with BMO Capital Markets.

[Jeffrey Silber, Managing Director at BMO Capital Markets]

Thanks so much. You know, we've been hearing a lot these days about the labor shortage and wage inflation. I just was wondering if you could talk a little bit about your own labor pool, what you're seeing. Is it any different than it has been over the past few months?

[Robert Fauber, President and CEO at Moody's]

Yeah. I'd say, you know, a few things. You know, like probably almost every company in the United States, we're seeing the same pressures. That's led to a little bit of an uptick in our turnover on a historical basis, but we've also picked up our pace of hiring. I guess what I would say is that, you know, yes, we all hear about, you know, some of the, you know, some of the compensation issues, but we're also really trying to focus in on the other things that really attract and retain people at a company. I think that has really evolved over the last, you know, even just since the pandemic.

[Robert Fauber, President and CEO at Moody's]

I mean, we see young people, but I think, you know, all of our people, they want to work at a company that has a purpose and where they feel connected to the mission. I can assure you that our people are very purpose and mission-driven at Moody's. We're doing some exciting things around combating financial crime and, you know, helping the world address climate change and, you know, all the things that we're doing in a rating agency that plays such an important role. Then you've also got workplace flexibility. That is going to be a very important factor in terms of retaining talent. Not just about what am I getting paid, but where am I going to work? I can say that we've adopted a pretty flexible approach.

[Robert Fauber, President and CEO at Moody's]

You know, I think most of our employees will be in a hybrid mode. We've given lots of flexibility, and frankly, our employees have earned it. They've done a super job over the last two years of working remotely, and you know, I think we're really excited to empower our employees to take advantage of that kind of flexibility. We see that as an opportunity to you know, really a possible competitive advantage in terms of attracting talent going forward.

[Jeffrey Silber, Managing Director at BMO Capital Markets]

All right. That's great. Just if I can ask a quick numbers question to Mark. Mark, can you just let us know what the annualized intangible asset amortization is now that you've completed the RMS deal? Thanks.

[Mark Kaye, EVP and CFO at Moody's]

Specifically, let me start with RMS, and then I'll move on to the broader. We are still reviewing the intangible asset valuation for RMS. We do expect the allocation of the purchase price to be very much in line with historical norms, and that's going to be around 40% of those tangible and amortizable intangible assets. What that translates to is around $17 million really for a 2021 pre-tax, and around $59 million pre-tax really looking forward from 2022. If I combine that holistically across the portfolio for the full year 2021, we're looking at combined depreciation amortization of around $260 million, of which I would say around $158 million, maybe $160 million is really purchase price amortization for this year. The remainder would be other regular depreciation and amortization.

[Jeffrey Silber, Managing Director at BMO Capital Markets]

Okay. That's really helpful. Thanks so much, Mark.

[Operator]

Our next question comes from Andrew Steinerman with JPMorgan.

[Andrew Steinerman, Equity Research Analyst at JPMorgan]

Hi, Mark. It's Andrew. I want to look back to slide number 19. Could you just tell us what the fourth quarter issuance year-over-year is implied when you state high single digit growth for the full year 2021? Then I want you to compare that on the same slide to the MIS revenues when you say low teens revenue growth for MIS revenues for the full year. I think that implies 8% or about 8% MIS revenue growth for the fourth quarter. Could you just confirm that, then you share with us the drivers between issuance change year-over-year and MIS revenue growth for the fourth quarter?

[Mark Kaye, EVP and CFO at Moody's]

Andrew, good afternoon, and thank you for your question. We are guiding to a MIS revenue outlook of sort of low-teens growth for the full year. I'd argue maybe that's towards the higher end of low teens, and that does imply, to your point, year-over-year MIS revenue in probably the high single digits, and maybe I'll add a higher end of high single digits for MIS. On the issuance side, we are guiding towards high single digits for the year, and that would imply really mid-teens issuance growth in the fourth quarter.

[Mark Kaye, EVP and CFO at Moody's]

You are seeing a little bit of negative mix in the fourth quarter as a result of that guidance, and that's primarily driven by the structured finance or specifically the CLO asset class within structured finance, where you see greater than sort of 100% year-over-year guidance. The issuance itself doesn't necessarily translate as well vis-à-vis some of the other asset classes into per dollar revenue. That should explain sort of that those impacts to you.

[Andrew Steinerman, Equity Research Analyst at JPMorgan]

Perfect. Thank you.

[Operator]

Our next question comes from Owen Lau with Oppenheimer.

[Owen Lau, Senior Analyst at Oppenheimer]

Thank you for taking my questions. I have two quick questions. First one is, Mark, would you please give us an update on the ESG revenue this quarter? Have you changed any expectation of your ESG revenue contribution going forward? Thank you.

[Mark Kaye, EVP and CFO at Moody's]

Owen, we are still continuing to guide to a full year ESG revenue of approximately $21 million on a standalone basis, and then an additional $5 million-$10 million of ESG revenue through integration of our ESG analytics into the MIS and MA products and solutions. For the third quarter itself, year to date, ESG revenue is very much in line with expectations, growing well over 20%. We feel comfortable about meeting the targets for this year.

[Owen Lau, Senior Analyst at Oppenheimer]

Got it. That's very helpful. Then, another one about the tax rate. I think there are lots of noise and conversation about the corporate tax rate next year. How does Moody's think about the tax rate going forward, and would you know, make incremental cash pay tax payments, something like that? Thank you.

[Mark Kaye, EVP and CFO at Moody's]

Owen, thanks for the question here. Let me step back just for a minute and address your question holistically. You know, given tax is a very fluid area at the moment. You know, it may be somewhat premature to speculate about potential impacts. With that said, there are really three primary areas on our tax watchlist that we are actively monitoring. First, and this one probably a little bit obvious, is the Biden administration's tax proposals and the implied impact to Moody's go forward, effective tax rates from potential revisions to the corporate, the GILTI or the FDII rates.

[Mark Kaye, EVP and CFO at Moody's]

However, based on, you know, the releases that we've seen this morning of the Build Back Better legislative framework, those items are maybe looking less likely, and instead we're more likely to see potentially a 15% minimum corporate tax on large corporations, as well as possibly a 1% surcharge on corporate stock buybacks. Things are evolving quite quickly here. A rough order of magnitude, depending on where we actually end up, a 1% change in the effective tax rate would correspond to around a $0.14 impact to the 2021 adjusted EPS. The second one that we're looking at is clearly the OECD, that pillars number one and two around a global minimum and a digital services tax, and then obviously that impacts on transfer pricing.

[Mark Kaye, EVP and CFO at Moody's]

Then third and finally relates to changes to tax transparency and tax governance. That's really part of the integral element of corporate ESG. For example, you know, the recently issued standards on this by the Global Reporting Initiative. Now we are guiding to a full year effective tax rate between 19.5% and 20.5% for full year 2021. You know, that is just north or well north of the 15% proposed minimum corporate tax, and so we feel comfortable with where we are.

[Owen Lau, Senior Analyst at Oppenheimer]

Thank you very much.

[Operator]

We have no further questions at this time. I'd like to turn the conference back to Rob Fauber for any additional or closing remarks.

[Robert Fauber, President and CEO at Moody's]

Okay. Before we wrap it up, just an advertisement that Moody's will be hosting our next Investor Day on March 10, 2022 in New York City. It's going to be a great opportunity to learn more about our business, and we hope to have many of you attend that in one way or another. With that, thank you for joining today's call. We look forward to speaking with you again in the new year. Take care.

[Operator]

This concludes Moody's third quarter 2021 earnings call. As a reminder, immediately following this call, the company will post the MIS revenue breakdown under the Investor Resources section of the Moody's IR homepage. Additionally, a replay of this call will be available after 4 P.M. Eastern Time on Moody's IR website. Thank you.

Participants

Executives

• Mark Kaye, EVP and CFO
• Robert Fauber, President and CEO
• Shivani Kak, Head of Investor Relations

Analysts

• Alexander Kramm, Managing Director and Senior Equity Research Analyst at UBS Investment Bank
• Andrew Steinerman, Equity Research Analyst at JPMorgan
• Ashish Sabadra, Managing Director, Equity Research Analyst at RBC Capital Markets
• Craig Huber, Equity Research Analyst at Huber Research Partners
• George Tong, Senior Equity Research Analyst at Goldman Sachs
• Jeffrey Silber, Managing Director at BMO Capital Markets
• Kevin McVeigh, Managing Director at Credit Suisse
• Manav Patnaik, Managing Director and Equity Research Analyst at Barclays
• Owen Lau, Senior Analyst at Oppenheimer
• Toni Kaplan, Executive Director and Equity Research Lead Analyst at Morgan Stanley
• Trevor Romeo, Equity Research Analyst at William Blair