DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | NOTE 1 . DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION Moody’s is a provider of (i) credit ratings; (ii) credit, capital markets and economic research, data and analytical tools; (iii) software solutions that support financial risk management activities; (iv) quantitatively derived credit scores; (v) learning solutions and certification services ; (vi) offshore financial research and analytical services; and (vii) company information and business intelligence products. Moody’s reports in two reportable segments: MIS and MA. MIS, the credit rating agency, publishes credit ratings on a wide range of debt obligations and the entities that issue such obligations in markets worldwide. Revenue is primarily derived from the originators and issuers of such transactions who use MIS ratings in the distribution of their debt issues to investors. Additionally, MIS earns revenue from certain non-ratings-related operations which consist primarily of financial instrument pricing services in the Asia-Pacific region as well as revenue from ICRA’s non-ratings operations. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment. The MA segment develops a wide range of products and services that support financial analysis and risk management activities of institutional participants in global financial markets. Within its RD&A business, MA offers subscription based research, data and analytical products, inclu ding credit ratings produced by MIS, credit research, quantitative credit scores and other analytical tools, economic research and forecasts, business intelligence and company information products, and commercial real estate data and analytical tools. Within its ERS business, MA provides software solutions as well as related risk management services. The PS business provides offshore analytical and research services along with learning solutions and certification programs. These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read i n conjunction with the Company’s consolidated financial statements and related notes in the Company’s 2017 annual report on Form 10-K filed with the SEC on February 27, 2018 . The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for th e periods presented have been included. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. C ertain reclassifications have been made to prior period amounts to conform to the current presentation. Adoption of New Accounting Standard s On January 1, 2018, the Company adopted ASU No. 2014-09, “Revenue from Contracts with Customers (ASC Topic 606)” using the modified retrospective approach which Moody’s has elected to apply only to those contracts which were not completed as of January 1, 2018. Additionally, the Company has not retrospectively restated contract positions for contract modifica tions made prior to the adoption. ASU No. 2014-09 also includes updates related to the accounting for the deferral of incremental costs of obtaining or fulfilling a contract with a customer (“ASC Subtopic 340-40”). Hereunder, discussion of the provisions o f ASC Topic 606 and ASC Subtopic 340-40 are both individually and collectively referred to as the “New Revenue Accounting Standard.” Results for reporting periods beginning on January 1, 2018 are presented under the guidance set forth in the New Revenue Ac counting Standard, while prior period amounts have not been adjusted and continue to be reported in accordance with the previous accounting guidance. The most significant impacts to the Company’s financial statements from adopting the New Revenue Accounti ng Standard are primarily related to: i) the accounting for certain installed software subscription revenue in MA whereby the license rights within the arrangement are recognized at the inception of the contract based on SSP with the remainder recognized o ver the subscription period (compared to ASC Topic 605 whereby all installed software subscription revenue was previously recognized over the subscription period); ii) the accounting for certain ERS and ESA revenue arrangements where VSOE was not available under ASC Topic 605 now results in the acceleration of revenue recognition (compared to ASC Topic 605 whereby revenue was deferred due to lack of VSOE until all elements without VSOE had been delivered); iii) sales commissions incurred in the MA segment w ill be capitaliz ed and amortized over an extended period which is generally based upon the average economic life of products/services sold and incorporates anticipated subscription renewals ( compared to previous accounting guidance whereby capitalized sale s commissions were amortized over the committed subscription period only ); iv) the immediate expensing of software implementation project costs to fulfill a contract for its ERS and ESA businesses which under previous accounting guidance were capitalized a nd expensed when related project revenue was recognized; v) the capitalization of work-in-process costs for in-progress MIS ratings at the end of each reporting period which under ASC Topic 605 were expensed as incurred ; vi ) the timing of when revenue for certain MIS ratings products is recognized; and vii) the estimation of variable consideration at contract inception whereas under ASC Topic 605 companies were not required to consider the amount of consideration for which it expect ed to be entitled . The Company does not anticipate that applying the provisions of the N ew Revenue Accounting S tandard will have a material impact to its 2018 consolidated Net Income. However, there could be quarterly fluctuations in the financial results of both MIS and MA, or there could be increases or decreases in revenues and expenses which would largely offset and not be material to total consolidated Net Income for the full year. The table below provide s detail relating to the adjustment to the Company’s retained earnings balance upon adoption of the New Revenue Accounting Standard: Transition adjustment Benefit to / (reduction of) January 1, 2018 Retained Earnings Corresponding Balance Sheet Line Item Recognition of MA deferred revenue / increase in MA unbilled receivables (1) $108 million Deferred revenue, Non-current portion of deferred revenue, Accounts receivable, Other assets Increase to capitalized MA sales commissions (2) $78 million Other current assets, Other assets, Accounts payable and accrued liabilities Capitalization of work-in-process for in-progress ratings $9 million Other current assets Net impact of all other adjustments $4 million Various Net increase in tax liability on the above ($43 million) Deferred tax liabilities, net Total post-tax adjustment $156 million (1) Represents deferred revenue as of December 31, 2017 as well as amounts then unbilled that would have been recognized as revenue in 2017 or earlier if the New Revenue Accounting Standard was then in effect. These amounts will not be recognized as revenue in future statements of operations. Conversely, revenue will be recorded to the Company's statement of operations in 2018 under the New Revenue Accounting Standard, which otherwise would have been recognized in periods subsequent to 2018 if accounted for under ASC Topic 605. (2) Represents sales commissions that would have been capitalized as of December 31, 2017 if the New Revenue Accounting Standard was then in effect, but had previously been expensed by the Company under the previous accounting guidance. These sales commissions, as well as sales commissions incurred in 2018 related to new sales and renewals, will be amortized to expense in the statements of operations beginning in 2018 over an extended period generally based upon the average economic life of the products sold or over the period in which implementation and advisory services will be provided. The table below presents the cumulative effect of the changes made to the Company’s consolidated balance sheet at January 1, 2018 for the adoption of the New Revenue Accounting Standard : As Reported December 31, 2017 Adjustment Due to New Revenue Accounting Standard Balance at January 1, 2018 ASSETS Current assets: Cash and cash equivalents $ 1,071.5 $ - $ 1,071.5 Short-term investments 111.8 - 111.8 Accounts receivable, net of allowances 1,147.2 16.8 1,164.0 Other current assets 250.1 32.9 283.0 Total current assets 2,580.6 49.7 2,630.3 Property and equipment, net 325.1 - 325.1 Goodwill 3,753.2 - 3,753.2 Intangible assets, net 1,631.6 - 1,631.6 Deferred tax assets, net 143.8 - 143.8 Other assets 159.9 71.3 231.2 Total assets $ 8,594.2 $ 121.0 $ 8,715.2 LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS' (DEFICIT)/EQUITY Current liabilities: Accounts payable and accrued liabilities $ 750.3 $ (0.8) $ 749.5 Commercial paper 129.9 - 129.9 Current portion of long-term debt 299.5 - 299.5 Deferred revenue 883.6 (69.3) 814.3 Total current liabilities 2,063.3 (70.1) 1,993.2 Non-current portion of deferred revenue 140.0 (8.0) 132.0 Long-term debt 5,111.1 - 5,111.1 Deferred tax liabilities, net 341.6 42.7 384.3 Unrecognized tax benefits 389.1 - 389.1 Other liabilities 664.0 0.3 664.3 Total liabilities 8,709.1 (35.1) 8,674.0 Shareholders' (deficit) equity: Common stock 3.4 - 3.4 Capital surplus 528.6 - 528.6 Retained earnings 7,465.4 156.1 7,621.5 Treasury stock (8,152.9) - (8,152.9) Accumulated other comprehensive loss (172.2) - (172.2) Total Moody's shareholders' (deficit) equity (327.7) 156.1 (171.6) Noncontrolling interests 212.8 - 212.8 Total shareholders' (deficit) equity (114.9) 156.1 41.2 Total liabilities, noncontrolling interests and shareholders' (deficit) equity $ 8,594.2 $ 121.0 $ 8,715.2 The below table presents the impacts on the Company’s statement of operations for the current reporting period from applying the provisions of the New Revenue Accounting Standard compared to the accounting standard in effect before the change: For the Three Months Ended September 30, 2018 As Reported Under previous accounting guidance Effect of Change Higher/(Lower) Revenue $ 1,080.8 $ 1,072.4 $ 8.4 Expenses Operating 306.3 306.6 (0.3) Selling, general and administrative 260.3 263.4 (3.1) Depreciation and amortization 46.1 46.1 - Acquisition-related expenses 1.3 1.3 - Total expenses 614.0 617.4 (3.4) Operating income 466.8 455.0 11.8 Non-operating (expense) income, net Interest expense, net (56.4) (56.4) - Other non-operating income, net 2.4 2.4 - Total non-operating (expense) income, net (54.0) (54.0) - Income before provision for income taxes 412.8 401.0 11.8 Provision for income taxes 100.8 98.4 2.4 Net income 312.0 302.6 9.4 Less: Net income attributable to noncontrolling interests 1.8 1.8 - Net income attributable to Moody's $ 310.2 $ 300.8 $ 9.4 Earnings per share Basic $ 1.62 $ 1.57 $ 0.05 Diluted $ 1.59 $ 1.55 $ 0.04 Weighted average shares outstanding Basic 191.8 191.8 Diluted 194.5 194.5 For the Nine Months Ended September 30, 2018 As Reported Under previous accounting guidance Effect of Change Higher/(Lower) Revenue $ 3,382.6 $ 3,368.7 $ 13.9 Expenses Operating 941.4 942.8 (1.4) Selling, general and administrative 801.9 807.4 (5.5) Depreciation and amortization 143.6 143.6 - Acquisition-related expenses 4.1 4.1 - Total expenses 1,891.0 1,897.9 (6.9) Operating income 1,491.6 1,470.8 20.8 Non-operating (expense) income, net Interest expense, net (160.5) (160.5) - Other non-operating income, net 18.3 18.3 - Total non-operating (expense) income, net (142.2) (142.2) - Income before provision for income taxes 1,349.4 1,328.6 20.8 Provision for income taxes 282.7 277.6 5.1 Net income 1,066.7 1,051.0 15.7 Less: Net income attributable to noncontrolling interests 7.4 7.4 - Net income attributable to Moody's $ 1,059.3 $ 1,043.6 $ 15.7 Earnings per share Basic $ 5.53 $ 5.44 $ 0.09 Diluted $ 5.45 $ 5.37 $ 0.08 Weighted average shares outstanding Basic 191.7 191.7 Diluted 194.4 194.4 The below table presents the impacts on the Company’s consolidated balance sheet at the end of the current reporting period from applying the provisions of the New Revenue Accounting Standard compared to the accounting standard in effect before the change: As Reported September 30, 2018 Under previous accounting guidance September 30, 2018 Effect of Change Higher/(Lower) ASSETS Current assets: Cash and cash equivalents $ 1,034.8 $ 1,034.8 $ - Short-term investments 110.7 110.7 - Accounts receivable, net of allowances 1,131.8 1,093.4 38.4 Other current assets 238.9 222.5 16.4 Total current assets: 2,516.2 2,461.4 54.8 Property and equipment, net 311.1 311.1 - Goodwill 3,661.3 3,661.3 - Intangible assets, net 1,517.6 1,517.6 - Deferred tax assets, net 189.3 189.3 - Other assets 243.6 172.6 71.0 Total assets $ 8,439.1 $ 8,313.3 $ 125.8 LIABILITIES, NONCONTROLLING INTERESTS AND SHAREHOLDERS' EQUITY Accounts payable and accrued liabilities $ 581.6 $ 581.4 $ 0.2 Commercial paper 24.9 24.9 - Current portion of long-term debt 445.6 445.6 - Deferred revenue 771.5 836.5 (65.0) Total current liabilities 1,823.6 1,888.4 (64.8) Non-current portion of deferred revenue 123.9 130.1 (6.2) Long-term debt 4,484.0 4,484.0 - Deferred tax liabilities, net 354.8 330.8 24.0 Unrecognized tax benefits 471.8 471.8 - Other liabilities 574.9 574.8 0.1 Total liabilities 7,833.0 7,879.9 (46.9) Shareholders' equity: Common stock 3.4 3.4 - Capital surplus 569.7 569.7 - Retained earnings 8,429.1 8,256.4 172.7 Treasury stock (8,260.1) (8,260.1) - Accumulated other comprehensive loss (342.0) (342.0) - Total Moody's shareholders' equity 400.1 227.4 172.7 Noncontrolling interests 206.0 206.0 - Total shareholders' equity 606.1 433.4 172.7 Total liabilities, noncontrolling interests and shareholders' equity $ 8,439.1 $ 8,313.3 $ 125.8 The below table presents the impacts on various line items within the operating cash flow within the Company’s statement of cash flows for the current reporting period from applying the provisions of the New Revenue Accounting Standard compared to the accounting standard in effect before the change. For the Nine Months Ended September 30, 2018 As Reported Under previous accounting guidance Effect of Change Cash flows from operating activities Net income $ 1,066.7 $ 1,051.0 $ 15.7 Reconciliation of net income to net cash provided by operating activities: Depreciation and amortization 143.6 143.6 - Stock-based compensation 100.0 100.0 - Deferred income taxes (75.3) (59.3) (16.0) Changes in assets and liabilities: Accounts receivable 22.5 44.1 (21.6) Other current assets 36.6 20.1 16.5 Other assets (7.4) (7.8) 0.4 Accounts payable and accrued liabilities (176.5) (178.4) 1.9 Deferred revenue (35.3) (41.4) 6.1 Unrecognized tax benefits and other non-current tax liabilities 42.8 42.8 - Other liabilities (33.1) (30.1) (3.0) Net cash provided by operating activities $ 1,084.6 $ 1,084.6 $ - The New Revenue Accounting Standard did not have any impact on individual line items within investing or financing cash flows in the Company’s consolidated statement of cash flows. In 2018, the adoption of the New Revenue Accounting Standard will likely result in higher cash taxes as the cumulative catch-up adjustment to retained earnings is taxable and there is expected to be acceleration of revenue recognition under the New Revenue Accounting Standard. On January 1, 2018, the Company adopted ASU No. 201 7-07, “Compensation—Retirement Benefits (Topic 715), Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost”. As required by this ASU, the components of net periodic pension costs were disaggregated in the sta tement of operations on a retrospective basis. The Company has continued to reflect the service cost component in either Operating or SG&A expenses in Moody’s statement of operations. The other components of net benefit cost are presented within non-operat ing (expense) income, net, within the statement of operations. The adoption of this ASU has no impact on Net Income in the Company’s statements of operations. The impact to the Company’s statements of operations for the three and nine months ended September 30, 2018 and 2017 related to the adoption of this ASU are set forth in the table below: For the Three Months Ended September 30, 2018 For the Three Months Ended September 30, 2017 As Reported Under previous accounting guidance Effect of Change Higher/(Lower) As Adjusted Under previous accounting guidance Effect of Change Higher/(Lower) Operating expenses $ 306.3 $ 307.5 $ (1.2) $ 315.6 $ 317.2 $ (1.6) Selling, general and administrative expenses 260.3 261.4 (1.1) 245.7 247.2 (1.5) Operating income 466.8 464.5 2.3 448.5 445.4 3.1 Interest expense, net (56.4) (51.5) (4.9) (53.1) (48.1) (5.0) Other non-operating income (expense), net 2.4 (0.2) 2.6 0.5 (1.4) 1.9 For the Nine Months Ended September 30, 2018 For the Nine Months Ended September 30, 2017 As Reported Under previous accounting guidance Effect of Change Higher/(Lower) As Adjusted Under previous accounting guidance Effect of Change Higher/(Lower) Operating expenses $ 941.4 $ 944.9 $ (3.5) $ 875.7 $ 880.4 $ (4.7) Selling, general and administrative expenses 801.9 805.1 (3.2) 682.5 686.8 (4.3) Operating income 1,491.6 1,484.9 6.7 1,355.3 1,346.3 9.0 Interest expense, net (160.5) (146.0) (14.5) (150.2) (135.5) (14.7) Other non-operating income (expense), net 18.3 10.5 7.8 3.2 (2.5) 5.7 On January 1, 2018, the Company adopted ASU No. 2016-01 “Financial Instruments—Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). The amendments in this ASU update various aspects of recognition, measurement, presentation and disclosures relating to financial instruments. Upon adoption, the Company recorded a $2.3 million cumulative adjustment to reclassify net unrealized gains on investments in equity securities previously classified as available-for-sale under the previous guidance from AOCI to retained earnings. Beginning in the first quarter of 2018, the Company will measure equity investments with readily determinable fair values (except those accounted for under the equity method, those that result in consolidation of the investee and certain other investments) at fair value and recognize any changes in fair value in net income. The adoption of this ASU did not have a material impact on the Company’s financial statements for the thre e and nine months ended September 30, 2018. In March 2018, the FASB issued ASU No. 2018-05, "Income Taxes (Topic 740) - Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118". This ASU adds SEC paragraphs to the codification pursuant to the SEC Staff Accounting Bulletin No. 118, which addresses the application of U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to finalize the calculations for the 2017 income ta x effects of the Tax Act. This ASU provides entities with a one year measurement period from the December 22, 2017 enactment date, in order to complete the accounting for the effects of the Tax Act. The Company has recorded a provisional estimate for the t ransition tax relating to the Tax Act which is more fully described in Note 5. This provisional estimate may be impacted by a number of additional considerations, including but not limited to the issuance of regulations and the Company’s ongoing analysis o f the new law. On January 1, 2018, the Company adopted ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a Consensus of the Emerging Issues Task Force)” on a retrospective basis. This ASU redu ces diversity in practice in how certain transactions are reflected in the statement of cash flows. Pursuant to the adoption of this ASU, the Company reclassified $7.1 million in cash paid in the first nine months of 2017 relating to a Make-Whole provision upon the repayment of the Series 2007-1 Notes from cash flows used in operations to cash flows provided by financing activities. During the second quarter of 2018, the Company early adopted ASU No. 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improv ements to Accounting for Hedging Activities”. This ASU fosters enhanced transparency relating to risk management activities and simplifies the application of hedge accounting in certain circumstances. The adoption of this ASU did not have an impact on the Company’s financial statements at the date of adoption. Refer to Note 9 for further discussion on the prospective impact of this ASU on the Company’s financial statements. |