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TERM
DEFINITION
Adjusted Operating Income
Operating income excluding restructuring, depreciation and amortization and a goodwill impairment charge
Adjusted Operating Margin
Adjusted Operating Income divided by revenue
Amba
Amba Investment Services; a provider of investment research and quantitative analytics for global financial institutions; a subsidiary of the Company acquired 100% of Amba in December 2013.
Americas
Represents countries within North and South America, excluding the U.S.
AOCI
Accumulated other comprehensive income (loss); a separate component of shareholders’ equity (deficit); includes accumulated gains & losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefits obligations and foreign currency translation adjustments.
ASC
The FASB Accounting Standards Codification; the sole source of authoritative
GAAP as of July 1, 2009 except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants
Asia-Pacific
Represents countries in Asia also including but not limited to: Australia and its proximate islands, China, India, Indonesia, Japan, Korea, Malaysia, Singapore and Thailand
ASU
The FASB Accounting Standards Updates to the ASC. It also provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC
Basel II
Capital adequacy framework published in June 2004 by the Basel Committee on Banking Supervision
Basel III
A new global regulatory standard on bank capital adequacy and liquidity agreed by the members of the Basel Committee on Banking Supervision. Basel III was developed in a response to the deficiencies in financial regulation revealed by the global financial crisis. Basel III strengthens bank capital requirements and introduces new regulatory requirements on bank liquidity and bank leverage.
Board
The board of directors of the Company
Bps
Basis points
Canary Wharf Lease
Operating lease agreement entered into on February 6, 2008 for office space in London, England, occupied by the Company in the second half of 2009
CFG
Corporate finance group; an LOB of MIS
CLO
CMBS
Collateralized loan obligation
Commercial mortgage-backed securities; part of CREF
Commission
European Commission
Common Stock
The Company’s common stock
Company
Moody’s Corporation and its subsidiaries; MCO; Moody’s
Copal
Copal Amba
Copal Partners; an acquisition completed in November 2011; part of the MA segment; leading provider of outsourced research and analytical services to institutional investors
Operating segment created in January 2014 that consists of all operations from Copal as well as the operations of Amba. The Copal Amba operating segment provides outsourced research and analytical services to the global financial and corporate sectors
Council
COSO
Council of the European Union
Committee of Sponsoring Organizations of the Treadway Commission
CP
Commercial paper
CRAs
CRA1
CRA2
CRA3
Credit rating agencies
Regulation (EC) No 1060/2009 of the European Parliament and of the Council, establishing an oversight regime for the CRA industry in the EU
Regulation (EC) No 513/2011 of the European Parliament and of the Council, which transferred direct supervisory responsibility of the registered CRA industry in the EU to ESMA
Regulation (EC) No 462/2013 of the European Parliament and of the Council, which updated the regulatory regimes imposing additional procedural requirements on CRAs
CREF
Commercial real estate finance which includes REITs, commercial real estate collateralized debt obligations and CMBS; part of SFG
CreditView
Research product offered by MA that provides credit professionals a comprehensive, consolidated and streamlined view of credit information
CSI
CSI Global Education, Inc.; an acquisition completed in November 2010; part of the MA segment; a provider of financial learning, credentials, and certification in Canada
D&B Business
Old D&B’s Dun & Bradstreet operating company
DBPPs
Defined benefit pension plans
DCF
Discounted cash flow; a fair value calculation methodology whereby future projected cash flows are discounted back to their present value
Debt/EBITDA
Ratio of Total Debt to EBITDA
Directors’ Plan
The 1998 Moody’s Corporation Non-Employee Directors’ Stock Incentive Plan
Distribution Date
EBITDA
September 30, 2000; the date which Old D&B separated into two publicly traded companies – Moody’s Corporation and New D&B
Earnings before interest, taxes, depreciation and amortization
ECB
European Central Bank
EMEA
Represents countries within Europe, the Middle East and Africa
EPS
Earnings per share
ERS
The enterprise risk solutions LOB within MA; offers risk management software products as well as software implementation services and related risk management advisory engagements
ESMA
European Securities and Market Authority
ESP
Estimated Selling Price; estimate of selling price, as defined in the ASC, at which the vendor would transact if the deliverable were sold by the vendor regularly on a stand-alone basis
ESPP
The 1999 Moody’s Corporation Employee Stock Purchase Plan
ETR
Effective tax rate
EU
EUR
European Ratings Platform
European Union
Euros
Central credit ratings website administered by ESMA
Excess Tax Benefit
The difference between the tax benefit realized at exercise of an option or delivery of a restricted share and the tax benefit recorded at the time that the option or restricted share is expensed under GAAP
Exchange Act
The Securities Exchange Act of 1934, as amended
FASB
Financial Accounting Standards Board
FIG
Financial institutions group; an LOB of MIS
Fitch
Fitch Ratings, a part of the Fitch Group
Financial Reform Act
Free Cash Flow
Dodd-Frank Wall Street Reform and Consumer Protection Act
Net cash provided by operating activities less cash paid for capital additions
FSTC
FX
Financial Services Training and Certifications; a reporting unit within the MA segment that includes on-line and classroom-based training services and CSI
Foreign exchange
GAAP
U.S. Generally Accepted Accounting Principles
GBP
GDP
ICRA
ICRA Gain
British pounds
Gross domestic product
ICRA Limited; a leading provider of credit ratings and research in India. The Company previously held 28.5% equity ownership and in June 2014, increased that ownership stake to 50.06% through the acquisition of additional shares
Gain relating to the step-acquisition of ICRA; U.S. GAAP requires the remeasurement to fair value of the previously held non-controlling shares upon obtaining a controlling interest in a step-acquisition. This remeasurement of the Company’s equity investment in ICRA to fair value resulted in a pre-tax gain of $102.8 million ($78.5 million after tax) in the second quarter of 2014
Intellectual Property
The Company’s intellectual property, including but not limited to proprietary information, trademarks, research, software tools and applications, models and methodologies, databases, domain names, and other proprietary materials
IRS
Internal Revenue Service
IT
KIS
Information technology
Korea Investors Service, Inc.; a leading Korean rating agency and consolidated subsidiary of the Company
KIS Pricing
Korea Investors Service Pricing, Inc.; a Korean provider of fixed income securities pricing and consolidated subsidiary of the Company
Korea
Republic of South Korea
Legacy Tax Matter(s)
Lewtan
Exposures to certain potential tax liabilities assumed in connection with the 2000 Distribution
Lewtan Technologies; a leading provider of analytical tools and data for the global structured finance market; an acquisition completed in October 2014
LIBOR
London Interbank Offered Rate
LOB
Line of Business
MA
M&A
Moody’s Analytics – a reportable segment of MCO formed in January 2008 which provides a wide range of products and services that support financial analysis and risk management activities of institutional participants in global financial markets.
Mergers and acquisitions
Make Whole Amount
The prepayment penalty relating to the Series 2005-1 Notes and Series 2007-1 Notes; a premium based on the excess, if any, of the discounted value of the remaining scheduled payments over the prepaid principal
MCO
Moody’s Corporation and its subsidiaries; the Company; Moody’s
MD&A
Management’s Discussion and Analysis of Financial Condition and Results of Operations
MIS
Moody’s Investors Service – a reportable segment of MCO
MIS Other
Moody’s
Net Income
Consists of non-ratings revenue from ICRA, KIS Pricing and KIS Research. These businesses are managed by MIS; an LOB of MIS
Moody’s Corporation and its subsidiaries; MCO; the Company
Earnings attributable to Moody’s Corporation, which excludes the portion of net income from consolidated entities attributable to non-controlling shareholders
New D&B
The New D&B Corporation – which comprises the D&B business after September 30, 2000
NM
Not-meaningful percentage change (over 400%)
NRSRO
Nationally Recognized Statistical Rating Organization
OCI
Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments.
Old D&B
The former Dun and Bradstreet Company which distributed New D&B shares on September 30, 2000, and was renamed Moody’s Corporation
Other Retirement Plans
The U.S. retirement healthcare and U.S. retirement life insurance plans
PPIF
Public, project and infrastructure finance; an LOB of MIS
Profit Participation Plan
Defined contribution profit participation plan that covers substantially all U.S. employees of the Company
PPP
PS
Profit Participation Plan
Professional Services; an LOB of MA
RD&A
Research, Data and Analytics; an LOB within MA that distributes investor-oriented research and data, including in-depth research on major debt issuers, industry studies, commentary on topical credit events, economic research and analytical tools such as quantitative risk scores, and other analytical tools that are produced within MA
Redeemable Noncontrolling Interest
Represents minority shareholders’ interest in entities which are controlled but not wholly-owned by Moody’s and for which Moody’s obligation to redeem the minority shareholders’ interest is represented by a put/call relationship
Reform Act
Credit Rating Agency Reform Act of 2006
REITs
Real estate investment trusts
Relationship Revenue
In MIS, excluding MIS Other, relationship revenue represents the recurring monitoring of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. In MIS Other, relationship revenue represents subscription-based revenue. For MA, relationship revenue represents subscription-based revenue and maintenance revenue.
Reorganization
The Company’s business reorganization announced in August 2007 which resulted in two new reportable segments (MIS and MA) beginning in January 2008
Retirement Plans
Moody’s funded and unfunded U.S. pension plans, the U.S. post-retirement healthcare plans and the U.S. post-retirement life insurance plans
RMBS
Residential mortgage-backed securities; part of SFG
S&P
Standard & Poor’s, a division of McGraw-Hill Financial, Inc.
SEC
Securities and Exchange Commission
Securities Act
Securities Act of 1933
Series 2005-1 Notes
Principal amount of $300 million, 4.98% senior unsecured notes; notes were paid in 2014
Series 2007-1 Notes
Principal amount of $300 million, 6.06% senior unsecured notes due in September 2017 pursuant to the 2007 Agreement
SFG
Structured finance group; an LOB of MIS
SG&A
Selling, general and administrative expenses
SIV
Structured Investment Vehicle
Stock Plans
The Old D&B’s 1998 Key Employees’ Stock Incentive Plan and the Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan
Total Debt
Current and long-term portion of debt as reflected on the consolidated balance sheets, excluding current accounts payable and accrued liabilities incurred in the ordinary course of business
TPE
Third party evidence, as defined in the ASC, used to determine selling price based on a vendor’s or any competitor’s largely interchangeable products or services in standalone sales transactions to similarly situated customers
Transaction Revenue
For MIS, excluding MIS Other, revenue representing the initial rating of a new debt issuance as well as other one-time fees. In MIS Other, transaction revenue represents revenue from professional services and outsourcing engagements. For MA, transaction revenue represents software license fees and revenue from risk management advisory projects, training and certification services, and knowledge outsourcing engagements
U.K.
U.S.
United Kingdom
United States
USD
U.S. dollar
UTBs
Unrecognized tax benefits
UTPs
Uncertain tax positions
VSOE
Vendor specific objective evidence; evidence, as defined in the ASC, of selling price limited to either of the following: the price charged for a deliverable when it is sold separately, or for a deliverable not yet being sold separately, the price established by management having the relevant authority
WACC
WebEquity
Weighted average cost of capital
WebEquity Solutions LLC; a leading provider of cloud-based loan origination solutions for financial institutions. The Company acquired WebEquity on July 17, 2014
1998 Plan
Old D&B’s 1998 Key Employees’ Stock Incentive Plan
2000 Distribution
The distribution by Old D&B to its shareholders of all of the outstanding shares of New D&B common stock on September 30, 2000
2000 Distribution
Agreement
Agreement governing certain ongoing relationships between the Company and New D&B after the 2000 Distribution including the sharing of any liabilities for the payment of taxes, penalties and interest resulting from unfavorable IRS determinations on certain tax matters and certain other potential tax liabilities
2001 Plan
The Amended and Restated 2001 Moody’s Corporation Key Employees’ Stock Incentive Plan
2005 Agreement
Note purchase agreement dated September 30, 2005 relating to the Series 2005-1 Notes
2007 Agreement
Note purchase agreement dated September 7, 2007 relating to the Series 2007-1 Notes
2007 Facility
Revolving credit facility of $1 billion entered into on September 28, 2007, expiring in 2012
2008 Term Loan
Five-year $150.0 million senior unsecured term loan entered into by the Company on May 7, 2008
2010 Indenture
Supplemental indenture and related agreements dated August 19, 2010, relating to the 2010 Senior Notes
2010 Senior Notes
Principal amount of $500.0 million, 5.50% senior unsecured notes due in September 2020 pursuant to the 2010 Indenture
2012 Facility
Revolving credit facility of $1 billion entered into on April 18, 2012, maturing in 2017
2012 Indenture
Supplemental indenture and related agreements dated August 18, 2012, relating to the 2012 Senior Notes
2012 Senior Notes
Principal amount of $500 million, 4.50% senior unsecured notes due in September 2022 pursuant to the 2012 Indenture
2013 Indenture
2013 Senior Notes
2014 Indenture
2014 Senior Notes (5- Year)
2014 Senior Notes (30-Year)
Supplemental indenture and related agreements dated August 12, 2013, relating to the 2013 Senior Notes
Principal amount of $500 million, 4.875% senior unsecured notes due in February 2024 pursuant to the 2013 Indenture
Supplemental indenture and related agreements dated July 16, 2014, relating to the 2014 Senior Notes
Principal amount of $450 million, 2.75% senior unsecured notes due in July 2019
Principal amount of $300 million, 5.25% senior unsecured notes due in July 2044
7WTC
The Company’s corporate headquarters located at 7 World Trade Center
7WTC Lease
Operating lease agreement entered into on October 20, 2006
GLOSSARY OF TERMS AND ABBREVIATIONS
The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:
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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 and related risk management services, (iv) quantitative credit risk measures, financial services training and certification services and (v) outsourced research and analytical services to institutional customers. Moody’s has 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 the distribution of research and fixed income pricing services in the Asia-Pacific region and outsourced services. 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 Research, Data and Analytics business, MA distributes research and data developed by MIS as part of its ratings process, including in-depth research on major debt issuers, industry studies and commentary on topical credit-related events. The RD&A business also produces economic research as well as data and analytical tools such as quantitative credit risk scores. Within its Enterprise Risk Solutions business, MA provides software solutions as well as related risk management services. The Professional Services business provides outsourced research and analytical services along with financial training and certification programs.
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Recently Issued Accounting Pronouncements
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Consolidation
The consolidated financial statements include those of Moody’s Corporation and its majority- and wholly-owned subsidiaries. The effects of all intercompany transactions have been eliminated. Investments in companies for which the Company has significant influence over operating and financial policies but not a controlling interest are accounted for on an equity basis whereby the Company records its proportional share of the investment’s net income or loss as part of other non-operating income (expense), net and any dividends received reduce the carrying amount of the investment. The Company applies the guidelines set forth in Topic 810 of the ASC in assessing its interests in variable interest entities to decide whether to consolidate that entity. The Company has reviewed the potential variable interest entities and determined that there are no consolidation requirements under Topic 810 of the ASC. The Company consolidates its ICRA subsidiaries on a three month lag.
Cash and Cash Equivalents
Cash equivalents principally consist of investments in money market mutual funds and money market deposit accounts as well as high-grade commercial paper and certificates of deposit with maturities of three months or less when purchased.
Short-term Investments
Short-term investments are securities with maturities greater than 90 days at the time of purchase that are available for operations in the next twelve months. The Company’s short-term investments primarily consist of certificates of deposit and their cost approximates fair value due to the short-term nature of the instruments. Interest and dividends on these investments are recorded into income when earned.
Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives. Expenditures for maintenance and repairs that do not extend the economic useful life of the related assets are charged to expense as incurred.
Research and Development Costs
All research and development costs are expensed as incurred. These costs primarily reflect the development of credit processing software and quantitative credit risk assessment products sold by the MA segment.
Research and development costs were $37.9 million, $22.8 million, and $16.1 million for the years ended December 31, 2014, 2013 and 2012, respectively, and are included in operating expenses within the Company’s consolidated statements of operations. These costs generally consist of professional services provided by third parties and compensation costs of employees.
Costs for internally developed computer software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has been established. These costs primarily relate to the development or enhancement of products in the ERS business and generally consist of professional services provided by third parties and compensation costs of employees that develop the software. Judgment is required in determining when technological feasibility of a product is established and the Company believes that technological feasibility for its software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to customers. Accordingly, costs for internally developed computer software that will be sold, leased or otherwise marketed that were eligible for capitalization under Topic 985 of the ASC as well as the related amortization expense related to such costs were immaterial for the years ended December 31, 2014, 2013 and 2012.
Computer Software Developed or Obtained for Internal Use
The Company capitalizes costs related to software developed or obtained for internal use. These assets, included in property and equipment in the consolidated balance sheets, relate to the Company’s accounting, product delivery and other systems. Such costs generally consist of direct costs for third-party license fees, professional services provided by third parties and employee compensation, in each case incurred either during the application development stage or in connection with upgrades and enhancements that increase functionality. Such costs are depreciated over their estimated useful lives on a straight-line basis. Costs incurred during the preliminary project stage of development as well as maintenance costs are expensed as incurred.
Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets
Moody’s evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of July 31 or more frequently if impairment indicators arise in accordance with ASC Topic 350.
The Company evaluates the recoverability of goodwill using a three-step impairment test approach at the reporting unit level. In the first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made that, based on the qualitative factors, an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company must perform a third step of the impairment test to determine the implied fair value of the reporting unit’s goodwill. The implied fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities of the reporting unit. If the implied fair value of the goodwill is less than its carrying value, the difference is recognized as an impairment charge. For the reporting units where the Company is consistently able to conclude that an impairment does not exist using only a qualitative approach, the Company’s accounting policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years. Goodwill is assigned to a reporting unit at the date when an acquisition is integrated into one of the established reporting units, and is based on which reporting unit is expected to benefit from the synergies of the acquisition.
For purposes of assessing the recoverability of goodwill, the Company has six reporting units at December 31, 2014: two within the Company’s ratings business (one for the newly acquired ICRA business and one that encompasses all of Moody’s other ratings operations) and four reporting units within MA: RD&A, ERS, Financial Services Training and Certifications and Copal Amba. The RD&A reporting unit encompasses the distribution of investor-oriented research and data developed by MIS as part of its ratings process, in-depth research on major debt issuers, industry studies, economic research and commentary on topical events and credit analytic tools. The ERS reporting unit consists of credit risk management and compliance software that is sold on a license or subscription basis as well as related advisory services for implementation and maintenance. The FSTC reporting unit consists of the portion of the MA business that offers both credit training as well as other professional development training and certification services. The Copal Amba reporting unit consists of outsourced research and analytical services.
Amortizable intangible assets are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Rent Expense
The Company records rent expense on a straight-line basis over the life of the lease. In cases where there is a free rent period or future fixed rent escalations the Company will record a deferred rent liability. Additionally, the receipt of any lease incentives will be recorded as a deferred rent liability which will be amortized over the lease term as a reduction of rent expense.
Stock-Based Compensation
The Company records compensation expense for all share-based payment award transactions granted to employees based on the fair value of the equity instrument at the time of grant. This includes shares issued under stock option and restricted stock plans. The Company has also established a pool of additional paid-in capital related to the tax effects of employee share-based compensation, which is available to absorb any recognized tax shortfalls.
Derivative Instruments and Hedging Activities
Based on the Company’s risk management policy, from time to time the Company may use derivative financial instruments to reduce exposure to changes in foreign exchange rates and interest rates. The Company does not enter into derivative financial instruments for speculative purposes. All derivative financial instruments are recorded on the balance sheet at their respective fair values. The changes in the value of derivatives that qualify as fair value hedges are recorded with a corresponding adjustment to the carrying value of the item being hedged. Changes in the derivative’s fair value that qualify as cash flow hedges are recorded to other comprehensive income or loss, to the extent the hedge is effective, and such amounts are reclassified from accumulated other comprehensive income or loss to earnings in the same period or periods during which the hedged transaction affects income. Changes in the derivative’s fair value that qualify as net investment hedges are recorded to other comprehensive income or loss, to the extent the hedge is effective. Any changes in the fair value of derivatives that the Company does not designate as hedging instruments under Topic 815 of the ASC are recorded in the consolidated statements of operations in the period in which they occur.
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or the services have been provided and accepted by the customer when applicable, fees are determinable and the collection of resulting receivables is considered probable.
Pursuant to ASC Topic 605, when a sales arrangement contains multiple deliverables, the Company allocates revenue to each deliverable based on its relative selling price which is determined based on its vendor specific objective evidence if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor TPE is available.
The Company’s products and services will generally qualify as separate units of accounting under ASC Topic 605. The Company evaluates each deliverable in an arrangement to determine whether it represents a separate unit of accounting. A deliverable constitutes a separate unit of accounting when it has stand-alone value to the customers and if the arrangement includes a customer refund or return right relative to the delivered item and the delivery and performance of the undelivered item is considered probable and substantially in the Company’s control. In instances where the aforementioned criteria are not met, the deliverable is combined with the undelivered items and revenue recognition is determined as one single unit.
The Company determines whether its selling price in a multi-element transaction meets the VSOE criteria by using the price charged for a deliverable when sold separately. In instances where the Company is not able to establish VSOE for all deliverables in a multiple element arrangement, which may be due to the Company infrequently selling each element separately, not selling products within a reasonably narrow price range, or only having a limited sales history, the Company attempts to establish TPE for deliverables. The Company determines whether TPE exists by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. However, due to the difficulty in obtaining third party pricing, possible differences in its market strategy from that of its peers and the potential that products and services offered by the Company may contain a significant level of differentiation and/or customization such that the comparable pricing of products with similar functionality cannot be obtained, the Company generally is unable to reliably determine TPE. Based on the selling price hierarchy established by ASC Topic 605, when the Company is unable to establish selling price using VSOE or TPE, the Company will establish an ESP. ESP is the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. The Company establishes its best estimate of ESP considering internal factors relevant to is pricing practices such as costs and margin objectives, standalone sales prices of similar products, percentage of the fee charged for a primary product or service relative to a related product or service, and customer segment and geography. Additional consideration is also given to market conditions such as competitor pricing strategies and market trend. The Company reviews its determination of VSOE, TPE and ESP on an annual basis or more frequently as needed.
In the MIS segment, revenue attributed to initial ratings of issued securities is recognized when the rating is issued. Revenue attributed to monitoring of issuers or issued securities is recognized ratably over the period in which the monitoring is performed, generally one year. In the case of commercial mortgage-backed securities, structured credit, international residential mortgage-backed and asset-backed securities, issuers can elect to pay the monitoring fees upfront. These fees are deferred and recognized over the future monitoring periods based on the expected lives of the rated securities, which was approximately 28 years on a weighted average basis at December 31, 2014. At December 31, 2014, 2013 and 2012, deferred revenue related to these securities was approximately $107 million, $97 million, and $82 million.
Multiple element revenue arrangements in the MIS segment are generally comprised of an initial rating and the related monitoring service. In instances where monitoring fees are not charged for the first year monitoring effort, fees are allocated to the initial rating and monitoring services based on the relative selling price of each service to the total arrangement fees. The Company generally uses ESP in determining the selling price for its initial ratings as the Company rarely sells initial ratings separately without providing related monitoring services and thus is unable to establish VSOE or TPE for initial ratings.
MIS estimates revenue for ratings of commercial paper for which, in addition to a fixed annual monitoring fee, issuers are billed quarterly based on amounts outstanding. Revenue is accrued each quarter based on estimated amounts outstanding and is billed when actual data is available. The estimate is determined based on the issuers’ most recent reported quarterly data. At December 31, 2014, 2013 and 2012, accounts receivable included approximately $22 million, $21 million, and $22 million, respectively, related to accrued commercial paper revenue. Historically, MIS has not had material differences between the estimated revenue and the actual billings. Furthermore, for certain annual monitoring services, fees are not invoiced until the end of the annual monitoring period and revenue is accrued ratably over the monitoring period.
In the MA segment, products and services offered by the Company include software licenses and related maintenance, subscriptions, and professional services. Revenue from subscription based products, such as research and data subscriptions and certain software-based credit risk management subscription products, is recognized ratably over the related subscription period, which is principally one year. Revenue from sale of perpetual licenses of credit processing software is generally recognized at the time the product master or first copy is delivered or transferred to and accepted by the customer. If uncertainty exists regarding customer acceptance of the product or service, revenue is not recognized until acceptance occurs. Software maintenance revenue is recognized ratably over the annual maintenance period. Revenue from professional services rendered is generally recognized as the services are performed. A large portion of annual research and data subscriptions and annual software maintenance are invoiced in the months of November, December and January.
Products and services offered within the MA segment are sold either stand-alone or together in various combinations. In instances where a multiple element arrangement includes software and non-software deliverables, revenue is allocated to the non-software deliverables and to the software deliverables, as a group, using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. Revenue is recognized for each element based upon the conditions for revenue recognition noted above.
If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is allocated to each software deliverable using VSOE. In the instances where the Company is not able to determine VSOE for all of the deliverables of an arrangement, the Company allocates the revenue to the undelivered elements equal to its VSOE and the residual revenue to the delivered elements. If the Company is unable to determine VSOE for an undelivered element, the Company defers all revenue allocated to the software deliverables until the Company has delivered all of the elements or when VSOE has been determined for the undelivered elements. In cases where software implementation services are considered essential and VSOE of fair value exists for post-contract customer support (“PCS”), once the delivery criteria has been met on the standard software, license and service revenue is recognized on a percentage-of-completion basis as implementation services are performed, while PCS is recognized over the coverage period. If VSOE of fair value does not exist for PCS, once the delivery criteria has been met on the standard software, service revenue is recognized on a zero profit margin basis until essential services are complete, at which point total remaining arrangement revenue is then spread ratably over the remaining PCS coverage period.
Accounts Receivable Allowances
Moody’s records an allowance for estimated future adjustments to customer billings as a reduction of revenue, based on historical experience and current conditions. Such amounts are reflected as additions to the accounts receivable allowance. Additionally, estimates of uncollectible accounts are recorded as bad debt expense and are reflected as additions to the accounts receivable allowance. Actual billing adjustments and uncollectible account write-offs are recorded against the allowance. Moody’s evaluates its accounts receivable allowance by reviewing and assessing historical collection and adjustment experience and the current status of customer accounts. Moody’s also considers the economic environment of the customers, both from an industry and geographic perspective, in evaluating the need for allowances. Based on its analysis, Moody’s adjusts its allowance as considered appropriate in the circumstances.
Contingencies
Moody’s is involved in legal and tax proceedings, governmental investigations and inquiries, claims and litigation that are incidental to the Company’s business, including claims based on ratings assigned by MIS. Moody’s is also subject to ongoing tax audits in the normal course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. Moody’s discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.
For claims, litigation and proceedings and governmental investigations and inquires not related to income taxes, where it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated, the Company records liabilities in the consolidated financial statements and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In other instances, because of uncertainties related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if significant. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. In view of the inherent difficulty of predicting the outcome of litigation, regulatory, governmental investigations and inquiries, enforcement and similar matters , particularly where the claimants seek large or indeterminate damages or where the parties assert novel legal theories or the matters involve a large number of parties, the Company cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also cannot predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition. However, in light of the large or indeterminate damages sought in some of them, the absence of similar court rulings on the theories of law asserted and uncertainties regarding apportionment of any potential damages, an estimate of the range of possible losses cannot be made at this time.
The Company’s wholly-owned insurance subsidiary insures the Company against certain risks including but not limited to deductibles for worker’s compensation, employment practices litigation and employee medical claims and terrorism, for which the claims are not material to the Company. In addition, for claim years 2008 and 2009, the insurance subsidiary insured the Company for defense costs related to professional liability claims. For matters insured by the Company’s insurance subsidiary, Moody’s records liabilities based on the estimated total claims expected to be paid and total projected costs to defend a claim through its anticipated conclusion. The Company determines liabilities based on an assessment of management’s best estimate of claims to be paid and legal defense costs as well as actuarially determined estimates. The Cheyne SIV and Rhinebridge SIV matters more fully discussed in Note 18 are both cases from the 2008/2009 claims period, and accordingly defense costs for these matters are covered by the Company’s insurance subsidiary. Defense costs for matters not self-insured by the Company’s wholly-owned insurance subsidiary are expensed as services are provided.
For income tax matters, the Company employs the prescribed methodology of Topic 740 of the ASC which requires a company to first determine whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
Operating Expenses
Operating expenses include costs associated with the development and production of the Company’s products and services and their delivery to customers. These expenses principally include employee compensation and benefits and travel costs that are incurred in connection with these activities. Operating expenses are charged to income as incurred, except for certain costs related to software implementation services which are deferred until related revenue is recognized. Additionally, certain costs incurred to develop internal use software are capitalized and depreciated over their estimated useful life.
Selling, General and Administrative Expenses
SG&A expenses include such items as compensation and benefits for corporate officers and staff and compensation and other expenses related to sales of products. They also include items such as office rent, business insurance, professional fees and gains and losses from sales and disposals of assets. SG&A expenses are charged to income as incurred, except for certain expenses incurred to develop internal use software are capitalized and depreciated over their estimated useful life.
Redeemable Noncontrolling Interest
The Company records its redeemable noncontrolling interest at fair value on the date of the related business combination transaction. The redeemable noncontrolling interest represents noncontrolling shareholders’ interest in entities which are controlled but not wholly-owned by Moody’s and for which Moody’s obligation to redeem the minority shareholders’ interest is governed by a put/call relationship. Subsequent to the initial measurement, the redeemable noncontrolling interest is recorded at the greater of its redemption value or its carrying value at the end of each reporting period. If the redeemable noncontrolling interest is carried at its redemption value, the difference between the redemption value and the carrying value would be adjusted through capital surplus at the end of each reporting period. The Company also performs a quarterly assessment to determine if the aforementioned redemption value exceeds the fair value of the redeemable noncontrolling interest. If the redemption value of the redeemable noncontrolling interest were to exceed its fair value, the excess would reduce the net income attributable to Moody’s shareholders. The Company settled its redeemable noncontrolling interest in the fourth quarter of 2014 by exercising its call option to acquire the remaining share of Copal Amba that it did not previously own.
Foreign Currency Translation
For all operations outside the U.S. where the Company has designated the local currency as the functional currency, assets and liabilities are translated into U.S. dollars using end of year exchange rates, and revenue and expenses are translated using average exchange rates for the year. For these foreign operations, currency translation adjustments are accumulated in a separate component of shareholders’ equity.
Comprehensive Income
Comprehensive income represents the change in net assets of a business enterprise during a period due to transactions and other events and circumstances from non-owner sources including foreign currency translation impacts, net actuarial losses and net prior service costs related to pension and other retirement plans, gains and losses on derivative instruments and unrealized gains and losses on securities designated as ‘available-for-sale’ under Topic 320 of the ASC.
Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740. Therefore, income tax expense is based on reported income before income taxes and deferred income taxes reflect the effect of temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes.
The Company classifies interest related to unrecognized tax benefits as a component of interest expense in its consolidated statements of operations. Penalties are recognized in other non-operating expenses. For UTPs, the Company first determines whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
For certain of its non-U.S. subsidiaries, the Company has deemed the undistributed earnings relating to these subsidiaries to be indefinitely reinvested within its foreign operations. Accordingly, the Company has not provided deferred income taxes on these indefinitely reinvested earnings. It is not practicable to determine the amount of deferred taxes that might be required to be provided if such earnings were distributed in the future due to complexities in the tax laws and in the hypothetical calculations that would have to be made.
Fair Value of Financial Instruments
The Company’s financial instruments include cash, cash equivalents, trade receivables and payables, all of which are short-term in nature and, accordingly, approximate fair value. Additionally, the Company invests in certain short-term investments consisting primarily of certificates of deposit that are carried at cost, which approximates fair value due to their short-term maturities.
The Company also has certain investments in closed-ended and open-ended mutual funds in India which are designated as ‘available for sale’ under Topic 320 of the ASC. Accordingly, unrealized gains and losses on these investments are recorded to other comprehensive income and are reclassified out of accumulated other comprehensive income to the statement of operations when the investment matures or is sold using a specific identification method.
Also, the Company uses derivative instruments, as further described in Note 5, to manage certain financial exposures that occur in the normal course of business. These derivative instruments are carried at fair value on the Company’s consolidated balance sheets.
The Company also is subject to contingent consideration obligations related to certain of its acquisitions as more fully discussed in Note 9. These obligations are carried at their estimated fair value within the Company’s consolidated balance sheets.
Fair value is defined by the ASC as the price that would be received from selling an asset or paid to transfer a liability (i.e., an exit price) in an orderly transaction between market participants at the measurement date. The determination of this fair value is based on the principal or most advantageous market in which the Company could commence transactions and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. Also, determination of fair value assumes that market participants will consider the highest and best use of the asset.
The ASC establishes a fair value hierarchy whereby the inputs contained in valuation techniques used to measure fair value are categorized into three broad levels as follows:
Level 1 : quoted market prices in active markets that the reporting entity has the ability to access at the date of the fair value measurement;
Level 2 : inputs other than quoted market prices described in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;
Level 3 : unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement of the assets or liabilities.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk principally consist of cash and cash equivalents, short-term investments, trade receivables and derivatives.
The Company manages its credit risk exposure by allocating its cash equivalents among various money market mutual funds, money market deposit accounts, certificates of deposits and high- grade commercial paper. Short-term investments primarily consist of certificates of deposit as of December 31, 2014 and 2013. The Company manages its credit risk exposure on cash equivalents and short-term investments by limiting the amount it can invest with any single entity. No customer accounted for 10% or more of accounts receivable at December 31, 2014 or 2013.
Earnings per Share of Common Stock
Basic shares outstanding is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted shares outstanding is calculated giving effect to all potentially dilutive common shares, assuming that such shares were outstanding during the reporting period.
Pension and Other Retirement Benefits
Moody’s maintains various noncontributory DBPPs as well as other contributory and noncontributory retirement plans. The expense and assets/liabilities that the Company reports for its pension and other retirement benefits are dependent on many assumptions concerning the outcome of future events and circumstances. These assumptions represent the Company’s best estimates and may vary by plan. The differences between the assumptions for the expected long-term rate of return on plan assets and actual experience is spread over a five-year period to the market related value of plan assets which is used in determining the expected return on assets component of annual pension expense. All other actuarial gains and losses are generally deferred and amortized over the estimated average future working life of active plan participants.
The Company recognizes as an asset or liability in its consolidated balance sheet the funded status of its defined benefit retirement plans, measured on a plan-by-plan basis. Changes in the funded status due to actuarial gains/losses are recorded as part of other comprehensive income during the period the changes occur.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Estimates are used for, but not limited to, revenue recognition, accounts receivable allowances, income taxes, contingencies, valuation of long-lived and intangible assets, goodwill, pension and other retirement benefits, stock-based compensation, and depreciable lives for property and equipment and computer software.
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NOTE 3 RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING
Below is a reconciliation of basic to diluted shares outstanding:
2014 | 2013 | 2012 | |||||
Basic | 210.7 | 219.4 | 223.2 | ||||
Dilutive effect of shares issuable under stock-based compensation plans | 4.0 | 4.1 | 3.4 | ||||
Diluted | 214.7 | 223.5 | 226.6 | ||||
Antidilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above | 0.7 | 4.0 | 7.5 | ||||
The calculation of diluted EPS requires certain assumptions regarding the use of both cash proceeds and assumed proceeds that would be received upon the exercise of stock options and vesting of restricted stock outstanding as of December 31, 2014, 2013 and 2012. These assumed proceeds include Excess Tax Benefits and any unrecognized compensation on the awards.
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As of December 31, 2014 | |||||||||||||
Balance sheet location | |||||||||||||
Cost | Gross Unrealized Gains | Fair Value | Cash and cash equivalents | Short-term investments | Other assets | ||||||||
Money market mutual funds | $ | 149.7 | $ | - | $ | 149.7 | $ | 149.7 | $ | - | $ | - | |
Certificates of deposit and money market deposit accounts (1) | $ | 842.5 | $ | - | $ | 842.5 | $ | 380.1 | $ | 458.1 | $ | 4.3 | |
Fixed maturity and open ended mutual funds (2) | $ | 47.1 | $ | 0.9 | $ | 48.0 | $ | - | $ | - | $ | 48.0 | |
As of December 31, 2013 | |||||||||||||
Balance sheet location | |||||||||||||
Cost | Gross Unrealized Gains | Fair Value | Cash and cash equivalents | Short-term investments | Other assets | ||||||||
Money market mutual funds | $ | 212.3 | $ | - | $ | 212.3 | $ | 212.3 | $ | - | $ | - | |
Certificates of deposit and money market deposit accounts (1) | $ | 911.8 | $ | - | $ | 911.8 | $ | 725.0 | $ | 186.8 | $ | - | |
(1) Consists of time deposits and money market deposit accounts. The remaining contractual maturities for the certificates of deposits classified as short-term investments were one month to ten months at December 31, 2014 and one month to nine months at December 31, 2013. Time deposits with a maturity of less than 90 days at time of purchase are classified as cash and cash equivalents. | |||||||||||||
(2) Consists of investments in fixed maturity mutual funds and open-ended mutual funds held by ICRA. The remaining contractual maturities for the fixed maturity instruments range from two months to 23 months at December 31, 2014. |
The money market mutual funds as well as the fixed maturity and open ended mutual funds in the table above are deemed to be ‘available for sale’ under ASC Topic 320 and the fair value of these instruments is determined using Level 1 inputs which are more fully described in Note 2.
The total proceeds received in the year ended December 31, 2014 for maturities of fixed maturity mutual funds was $10.7 million. The gross realized gains on these maturities were immaterial.
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NOTE 5 DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to global market risks, including risks from changes in FX rates and changes in interest rates. Accordingly, the Company uses derivatives in certain instances to manage the aforementioned financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for speculative purposes.
Interest Rate Swaps
In the fourth quarter of 2010, the Company entered into interest rate swaps with a total notional amount of $300 million to convert the fixed interest rate on the Series 2005-1 Notes to a floating interest rate based on the 3-month LIBOR. The purpose of this hedge was to mitigate the risk associated with changes in the fair value of the Series 2005-1 Notes, thus the Company designated these swaps as fair value hedges. The fair value of the swaps was adjusted quarterly with a corresponding adjustment to the carrying value of the Series 2005-1 Notes. The changes in the fair value of the hedges and the underlying hedged item generally offset and the net cash settlements on the swaps were recorded each period within interest income (expense), net, in the Company’s consolidated statement of operations. In August of 2014, the Company terminated the swaps on the Series 2005-1 Notes concurrent with the early retirement of those notes as further described in Note 15. The termination of these swaps resulted in a gain of approximately $4 million in 2014 which is recorded in interest income (expense), net in the Company’s consolidated statement of operations.
In the second quarter of 2014, the Company entered into interest rate swaps with a total notional amount of $250 million to convert the fixed interest rate on the 2010 Senior Notes to a floating interest rate based on the 3-month LIBOR. In the third quarter of 2014, the Company entered into interest rate swaps with a total notional amount of $250 million to convert the fixed interest rate on the remaining balance of the 2010 Senior Notes to a floating interest rate based on the 3-month LIBOR. The purpose of these hedges is to mitigate the risk associated with changes in the fair value of the 2010 Senior Notes, thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted quarterly with a corresponding adjustment to the carrying value of the 2010 Senior Notes. The changes in the fair value of the hedges and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest income (expense), net, in the Company’s consolidated statement of operations.
In the third quarter of 2014, the Company entered into interest rate swaps with a total notional amount of $250 million to convert the fixed interest rate on a portion of the 2014 Senior Notes (5-year) to a floating interest rate based on the 3-month LIBOR. The purpose of this hedge was to mitigate the risk associated with changes in the fair value of a portion of the 2014 Senior Notes (5-year), thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted quarterly with a corresponding adjustment to the carrying value of the 2014 Senior Notes (5-year). The changes in the fair value of the hedges and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest income (expense), net, in the Company’s consolidated statement of operations.
Foreign Exchange Forwards
The Company also enters into foreign exchange forwards to mitigate the change in fair value on certain assets and liabilities denominated in currencies other than the subsidiary’s functional currency. These forward contracts are not designated as hedging instruments under the applicable sections of Topic 815 of the ASC. Accordingly, changes in the fair value of these contracts are recognized immediately in other non-operating income (expense), net in the Company’s consolidated statements of operations along with the FX gain or loss recognized on the assets and liabilities denominated in a currency other than the subsidiary’s functional currency. These contracts have expiration dates at various times through March 2015.
The following table summarizes the notional amounts of the Company’s outstanding foreign exchange forwards:
December 31, | December 31, | |||||
2014 | 2013 | |||||
Notional amount of Currency Pair: | ||||||
Contracts to purchase USD with euros | $ | 38.5 | $ | 14.2 | ||
Contracts to sell USD for euros | $ | 51.1 | $ | 53.2 | ||
Contracts to purchase USD with GBP | $ | 0.2 | $ | - | ||
Contracts to purchase USD with other foreign currencies | $ | 1.2 | $ | - | ||
Contracts to purchase euros with other foreign currencies | € | 34.0 | € | 13.1 | ||
Contracts to purchase euros with GBP | € | 25.0 | € | 22.1 | ||
Contracts to sell euros for GBP | € | 38.2 | € | - |
Net Investment Hedges
The Company enters into foreign currency forward contracts to hedge the exposure related to non-U.S. dollar net investments in certain foreign subsidiaries against adverse changes in foreign exchange rates. These forward contracts are designated as hedging instruments under the applicable sections of Topic 815 of the ASC. Hedge effectiveness is assessed based on the overall changes in the fair value of the forward contracts on a pre-tax basis. For hedges that meet the effectiveness requirements, any change in fair value for the hedge is recorded in OCI. Any change in the fair value of these hedges that is the result of ineffectiveness would be recognized immediately in other non-operating (expense) income in the Company’s consolidated statements of operations. These outstanding contracts expire in March 2015 for contracts to sell euros for USD and in November 2015 for contracts to sell Japanese yen for USD.
The following table summarizes the notional amounts of the Company’s outstanding foreign exchange forward contracts that are designated as net investment hedges:
December 31, | December 31, | ||||
2014 | 2013 | ||||
Notional amount of Currency Pair: | |||||
Contracts to sell euros for USD | € | 50.0 | € | 50.0 | |
Contracts to sell Japanese yen for USD | ¥ | 19,400 | ¥ | 19,700 |
The table below shows the classification between assets and liabilities on the Company’s consolidated balance sheets for the fair value of the derivative instruments:
Fair Value of Derivative Instruments | ||||||||||||
Balance Sheet Location | December 31, 2014 | December 31, 2013 | ||||||||||
Assets: | ||||||||||||
Derivatives designated as accounting hedges: | ||||||||||||
Interest rate swaps | Other assets | $ | 17.4 | $ | 10.3 | |||||||
FX forwards on net investment in certain foreign subsidiaries | Other current assets | 18.8 | 9.3 | |||||||||
Total derivatives designated as accounting hedges | 36.2 | 19.6 | ||||||||||
Derivatives not designated as accounting hedges: | ||||||||||||
FX forwards on certain assets and liabilities | Other current assets | 5.6 | 0.9 | |||||||||
Total | $ | 41.8 | $ | 20.5 | ||||||||
Liabilities: | ||||||||||||
Derivatives designated as accounting hedges: | ||||||||||||
FX forwards on net investment in certain foreign subsidiaries | Accounts payable and accrued liabilities | $ | - | $ | 1.0 | |||||||
Total derivatives designated as accounting hedges | - | 1.0 | ||||||||||
Derivatives not designated as accounting hedges: | ||||||||||||
FX forwards on certain assets and liabilities | Accounts payable and accrued liabilities | 2.1 | 0.7 | |||||||||
Total | $ | 2.1 | $ | 1.7 |
The following table summarizes the net gain (loss) on the Company’s foreign exchange forwards which are not designated as hedging instruments as well as the gain (loss) on the interest rate swaps designated as fair value hedges:
Amount of Gain (Loss) Recognized in consolidated statement of operations | |||||||
Year Ended December 31, | |||||||
Derivatives designated as accounting hedges | Location on Consolidated Statements of Operations | 2014 | 2013 | 2012 | |||
Interest rate swaps | Interest income (expense), net | $ | 11.7 | $ | 4.2 | $ | 3.6 |
Derivatives not designated as accounting hedges | |||||||
Foreign exchange forwards | Other non-operating (expense) income | $ | (2.0) | $ | 2.1 | $ | 0.9 |
The following table provides information on annual gains (losses) on the Company’s net investment hedges:
Derivatives in Net Investment Hedging Relationships | Amount of Gain/(Loss), net of tax, Recognized in AOCI on Derivative (Effective Portion) | ||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
FX forwards | $ | 19.4 | $ | 3.7 | $ | (2.2) | |||
Total | $ | 19.4 | $ | 3.7 | $ | (2.2) |
All gains and losses on derivatives designated as net investment hedges are recognized through OCI.
There were no gains or losses reclassified from AOCI to the statement of operations or any hedge ineffectiveness in the years ended December 31, 2014, 2013 and 2012.
The cumulative amount of hedge gain (losses) recorded in AOCI relating to derivative instruments is as follows:
Gains (Losses), net of tax | ||||||
December 31, 2014 | December 31, 2013 | |||||
FX forwards on net investment hedges | $ | 20.9 | $ | 1.5 |
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NOTE 6 PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of:
December 31, | ||||||
2014 | 2013 | |||||
Office and computer equipment (3 - 10 year estimated useful life) | $ | 152.5 | $ | 129.7 | ||
Office furniture and fixtures (3 - 10 year estimated useful life) | 43.8 | 40.6 | ||||
Internal-use computer software (3 - 10 year estimated useful life) | 336.8 | 284.9 | ||||
Leasehold improvements and building (3 - 20 year estimated useful life) | 220.7 | 199.2 | ||||
Total property and equipment, at cost | 753.8 | 654.4 | ||||
Less: accumulated depreciation and amortization | (451.5) | (375.7) | ||||
Total property and equipment, net | $ | 302.3 | $ | 278.7 |
Depreciation and amortization expense related to the above assets was 67.2 million, $65.4 million, and $63.4 million for the years ended December 31, 2014, 2013 and 2012, respectively.
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NOTE 7 ACQUISITIONS
All of the acquisitions described below were accounted for using the acquisition method of accounting whereby assets acquired and liabilities assumed were recognized at their acquisition date fair value. Any excess of the purchase price over the fair value of the assets acquired and liabilities assumed was recorded to goodwill. For all of the acquisitions described below, the Company has not presented proforma combined results for the acquisitions because the impact on previously reported statements of operations would not have been material. Furthermore, for all acquisitions described below, the amount of revenue and expenses in the year of acquisition from the acquisition date through the end of the year was not material. These acquisitions are discussed below in more detail.
Lewtan Technologies
On October 27, 2014, a subsidiary of the Company acquired 100% of Lewtan Technologies, a leading provider of analytical tools and data for the global structured finance market. The acquisition of Lewtan will bolster MA’s Structured Analytics and Valuations (SAV) business within its RD&A LOB, which provides an extensive data and analytics library for securitized assets. The aggregate purchase price was not material and the near term impact to the Company’s operations and cash flows is not expected to be material. Lewtan will operate in the RD&A LOB of MA and goodwill related to this acquisition was allocated to the RD&A reporting unit.
WebEquity Solutions, LLC
On July 17, 2014, a subsidiary of the Company acquired 100% of WebEquity Solutions, LLC, a leading provider of cloud-based loan origination solutions for financial institutions. The cash payment to the sellers of $130.5 million was funded using Moody’s U.S. cash. This acquisition will enhance MA’s risk management product portfolio.
The Company incurred approximately $2 million of costs directly related to this acquisition in 2014, which are recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations.
Shown below is the purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of the acquisition:
Current assets | $ | 3.0 | ||||
Property and equipment, net | 2.3 | |||||
Intangible assets: | ||||||
Client relationships (18 year weighted average life) | $ | 42.8 | ||||
Software (15 year weighted average life) | 11.5 | |||||
Trade name (4 year weighted average life) | 0.5 | |||||
Total intangible assets (17 year weighted average life) | 54.8 | |||||
Goodwill | 77.6 | |||||
Liabilities assumed | (7.2) | |||||
Net assets acquired | $ | 130.5 |
Current assets include acquired cash of $0.6 million. Additionally, current assets includes gross accounts receivable of $0.7 million, of which an immaterial amount is not expected to be collectible. The acquired goodwill, which has been assigned to the MA segment, will be deductible for tax.
As of the date of the acquisition, WebEquity is part of the ERS reporting unit.
ICRA Limited
On June 26, 2014, a subsidiary of the Company acquired 2,154,722 additional shares of ICRA Limited, a publicly traded company in India, pursuant to a conditional open tender offer which was initiated in February 2014. ICRA is a leading provider of credit ratings and research in India and will extend MIS’s reach in the growing domestic debt market in India as well as other emerging markets in the region. The acquisition of the additional shares increased Moody’s ownership stake in ICRA from 28.5% to 50.06%, resulting in a controlling interest in ICRA. Accordingly, the Company consolidates ICRA’s financial statements on a three month lag which resulted in only one quarter of ICRA’s operating results included in the Company’s statement of operations in 2014.
Prior to the acquisition of the additional shares, Moody’s accounted for its investment in ICRA on an equity basis whereby the Company recorded its proportional share of the investment’s net income or loss as part of other non-operating income (expense), net. The acquisition of the additional shares has resulted in the Company consolidating ICRA into its financial statements. As a result of this consolidation and in accordance with ASC 805, the carrying value of the Company’s equity investment in ICRA was remeasured to fair value as of the acquisition date resulting in a pre-tax gain of $102.8 million ($78.5 million after-tax) in 2014. The fair value of the Company’s equity investment was based on ICRA’s quoted market price on the date of acquisition.
The Company incurred approximately $2 million of costs directly related to the acquisition of ICRA during 2014 which are recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations.
The table below details the total consideration relating to the ICRA step-acquisition:
Cash paid | $ | 86.0 | |||||
Fair value of equity interest in ICRA prior to obtaining a controlling interest | 124.9 | ||||||
Total consideration | $ | 210.9 | |||||
The cash paid in the table above was funded by using Moody's non-U.S. cash on hand. |
Shown below is the purchase price allocation, which summarizes the fair value of the assets and liabilities assumed, at the date of acquisition:
Current assets | $ | 25.4 | |||
Property and equipment, net | 15.1 | ||||
Intangible assets: | |||||
Trade name (36 year weighted average life) | $ | 46.8 | |||
Client relationships (19 year weighted average life) | 33.8 | ||||
Other (17 year weighted average life)* | 18.3 | ||||
Total intangible assets (26 year weighted average life) | 98.9 | ||||
Goodwill | 296.7 | ||||
Other assets | 56.3 | ||||
Liabilities | (62.7) | ||||
Fair value of non-controlling interest assumed | (218.8) | ||||
Net assets acquired | $ | 210.9 | |||
* Primarily consists of acquired technical know-how and ratings methodologies |
Current assets include acquired cash of approximately $5 million. Additionally, current assets includes gross accounts receivable of approximately $14 million, of which an immaterial amount is not expected to be collectible. Goodwill, which has been assigned to the MIS segment, is not deductible for tax.
The fair value of the non-controlling interest was determined based on the quoted market price per share of ICRA on the date that the Company acquired the controlling stake.
ICRA will operate as its own reporting unit for purposes of the Company’s annual goodwill impairment assessment.
Amba Investment Services
On December 10, 2013, Copal Partners Limited, a majority-owned subsidiary of the Company, acquired 100% of Amba Investment Services, a provider of investment research and quantitative analytics for global financial institutions. Amba currently operates within the PS LOB of MA and will bolster the research and analytical capabilities offered by MA through Copal, a majority of which was acquired in December 2011.
The table below details the total consideration transferred to the sellers of Amba:
Cash paid | $ | 67.3 |
Contingent consideration liability assumed | 4.3 | |
Total fair value of consideration transferred | $ | 71.6 |
The cash payment to the sellers was funded by using Moody’s non-U.S. cash on hand.
The purchase agreement contained a provision for a contingent cash payment to the sellers valued at $4.3 million at the acquisition date which was dependent on Amba achieving certain revenue targets for the period from the acquisition date through March 31, 2014. The target was met and a $4.3 million payment was made to the sellers in the third quarter of 2014.
The Company incurred approximately $1 million of costs directly related to the acquisition of Amba during the year ended December 31, 2013. These costs, which primarily consist of consulting and legal fees, are recorded within selling, general and administrative expenses in the Company’s consolidated statements of operations.
Shown below is the purchase price allocation, which summarizes the fair value of the assets acquired and the liabilities assumed, at the date of acquisition:
Current assets | $ | 23.7 | ||||
Property and equipment, net | 0.4 | |||||
Intangible assets: | ||||||
Trade name (7 year weighted average life) | $ | 3.3 | ||||
Client relationships (12 year weighted average life) | 26.7 | |||||
Other (3 year weighted average life) | 1.6 | |||||
Total intangible assets (11 year weighted average life) | 31.6 | |||||
Goodwill | 29.2 | |||||
Indemnification asset | 10.4 | |||||
Other assets | 2.0 | |||||
Liabilities assumed | (25.7) | |||||
Net assets acquired | $ | 71.6 |
Current assets include acquired cash of approximately $16 million. Additionally, current assets includes gross accounts receivable of approximately $6 million, of which an immaterial amount is not expected to be collectible. The acquired goodwill, which has been assigned to the MA segment, will not be deductible for tax.
In connection with the acquisition, the Company assumed liabilities relating to certain UTPs. These UTPs are included in the liabilities assumed in the table above. The sellers have contractually indemnified the Company against any potential payments that may have to be made regarding these UTPs. Accordingly, the Company carries an indemnification asset on its consolidated balance sheet at December 31, 2014.
As of the date of the acquisition, Amba was integrated with Copal to form the Copal Amba reporting unit.
|
NOTE 8 GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS
The following table summarizes the activity in goodwill:
Year Ended December 31,2014 | |||||||||||||||||||||||||||
MIS | MA | Consolidated | |||||||||||||||||||||||||
Gross goodwill | Accumulated Impairment charge | Net goodwill | Gross goodwill | Accumulated Impairment charge | Net goodwill | Gross goodwill | Accumulated Impairment charge | Net goodwill | |||||||||||||||||||
Balance at beginning of year | $ | 11.4 | $ | - | $ | 11.4 | $ | 666.0 | $ | (12.2) | $ | 653.8 | $ | 677.4 | $ | (12.2) | $ | 665.2 | |||||||||
Additions/adjustments | 296.7 | - | 296.7 | 101.1 | - | 101.1 | 397.8 | - | 397.8 | ||||||||||||||||||
Foreign currency translation adjustments | (9.4) | - | (9.4) | (32.5) | - | (32.5) | (41.9) | - | (41.9) | ||||||||||||||||||
- | - | ||||||||||||||||||||||||||
Ending balance | $ | 298.7 | $ | - | $ | 298.7 | $ | 734.6 | $ | (12.2) | $ | 722.4 | $ | 1,033.3 | $ | (12.2) | $ | 1,021.1 | |||||||||
Year Ended December 31,2013 | |||||||||||||||||||||||||||
MIS | MA | Consolidated | |||||||||||||||||||||||||
Gross goodwill | Accumulated Impairment charge | Net goodwill | Gross goodwill | Accumulated Impairment charge | Net goodwill | Gross goodwill | Accumulated Impairment charge | Net goodwill | |||||||||||||||||||
Balance at beginning of year | $ | 11.5 | $ | - | $ | 11.5 | $ | 637.8 | $ | (12.2) | $ | 625.6 | $ | 649.3 | $ | (12.2) | $ | 637.1 | |||||||||
Additions/adjustments | - | - | - | 34.5 | - | 34.5 | 34.5 | - | 34.5 | ||||||||||||||||||
Foreign currency translation adjustments | (0.1) | - | (0.1) | (6.3) | - | (6.3) | (6.4) | - | (6.4) | ||||||||||||||||||
Ending balance | $ | 11.4 | $ | - | $ | 11.4 | $ | 666.0 | $ | (12.2) | $ | 653.8 | $ | 677.4 | $ | (12.2) | $ | 665.2 | |||||||||
The 2014 additions/adjustments for the MIS segment in the table above relate to the ICRA acquisition in the second quarter of 2014. The 2014 additions/adjustments for the MA segment relate to the acquisition WebEquity in the third quarter of 2014 and Lewtan in the fourth quarter of 2014 as well as adjustments for Amba which was acquired in the fourth quarter of 2013. The 2013 additions/adjustments for the MA segment relate to the acquisition of Amba.
The accumulated impairment charge in the table above reflects an impairment charge recognized in 2012 relating to the FSTC reporting unit within MA. This impairment charge reflected a contraction in spending for training and certification services for many individuals and global financial institutions in 2012 due to macroeconomic uncertainties at the time. The fair value of the FSTC reporting unit utilized in this impairment assessment was estimated using a discounted cash flow methodology and comparable public company and precedent transaction multiples.
Acquired intangible assets consisted of:
December 31, | |||||||
2014 | 2013 | ||||||
Customer relationships | $ | 310.4 | $ | 237.4 | |||
Accumulated amortization | (98.1) | (86.6) | |||||
Net customer relationships | 212.3 | 150.8 | |||||
Trade secrets | 30.6 | 31.1 | |||||
Accumulated amortization | (20.9) | (18.5) | |||||
Net trade secrets | 9.7 | - | 12.6 | ||||
Software | 79.8 | 71.0 | |||||
Accumulated amortization | (43.0) | (38.8) | |||||
Net software | 36.8 | - | 32.2 | ||||
Trade names | 76.5 | 31.3 | |||||
Accumulated amortization | (13.3) | (11.7) | |||||
Net trade names | 63.2 | - | 19.6 | ||||
Other | 44.8 | 26.1 | |||||
Accumulated amortization | (21.3) | (19.7) | |||||
Net other | 23.5 | - | 6.4 | ||||
Total | $ | 345.5 | $ | 221.6 |
Other intangible assets primarily consist of databases, covenants not to compete and acquired ratings methodologies and models. Amortization expense relating to intangible assets is as follows:
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Amortization expense | $ | 28.4 | $ | 28.0 | $ | 30.1 |
Estimated future annual amortization expense for intangible assets subject to amortization is as follows:
Year Ended December 31, | |||
2015 | $33.5 | ||
2016 | 31.7 | ||
2017 | 28.1 | ||
2018 | 22.4 | ||
2019 | 19.5 | ||
Thereafter | 210.3 |
Amortizable intangible assets are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In conjunction with the assessment of goodwill impairment at July 31, 2012, the Company reviewed the recoverability of certain customer lists within its FSTC reporting unit. This review resulted in an impairment of approximately $1 million in the third quarter of 2012 which is recorded in depreciation and amortization expense in the consolidated statement of operations. The fair value of these customer lists was determined using a discounted cash flow analysis. The Company again reviewed the recoverability of these customer lists in the fourth quarter of 2012 in conjunction with the quantitative goodwill impairment test performed at December 31, 2012 for the FSTC reporting unit. Based on this assessment, there was no further impairment of the customer lists in the fourth quarter of 2012. For all intangible assets, there were no such events or changes during 2014 or 2013 that would indicate that the carrying amount of amortizable intangible assets in any of the Company’s reporting units may not be recoverable. Additionally, there were no events or circumstances during 2014 or 2013 that would indicate the need for an adjustment of the remaining useful lives of these amortizable intangible assets.
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NOTE 9 FAIR VALUE
The table below presents information about items, which are carried at fair value on a recurring basis at December 31, 2014 and 2013:
Fair Value Measurement as of December 31, 2014 | ||||||||||||||
Description | Balance | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | ||||||||||||||
Derivatives (a) | $ | 41.8 | $ | - | $ | 41.8 | $ | - | ||||||
Money market mutual funds | 149.7 | 149.7 | - | - | ||||||||||
Fixed maturity and open ended mutual funds (b) | 48.0 | 48.0 | - | - | ||||||||||
Total | $ | 239.5 | $ | 197.7 | $ | 41.8 | $ | - | ||||||
Liabilities: | ||||||||||||||
Derivatives (a) | $ | 2.1 | $ | - | $ | 2.1 | $ | - | ||||||
Contingent consideration arising from acquisitions (c) | 2.1 | - | - | 2.1 | ||||||||||
Total | $ | 4.2 | $ | - | $ | 2.1 | $ | 2.1 | ||||||
Fair Value Measurement as of December 31, 2013 | ||||||||||||||
Description | Balance | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | ||||||||||||||
Derivatives (a) | $ | 20.5 | $ | - | $ | 20.5 | $ | - | ||||||
Money market mutual funds | 212.3 | 212.3 | - | - | ||||||||||
Total | $ | 232.8 | $ | 212.3 | $ | 20.5 | $ | - | ||||||
Liabilities: | ||||||||||||||
Derivatives (a) | $ | 1.7 | $ | - | $ | 1.7 | $ | - | ||||||
Contingent consideration arising from acquisitions (c) | 17.5 | - | - | 17.5 | ||||||||||
Total | $ | 19.2 | $ | - | $ | 1.7 | $ | 17.5 | ||||||
(a) Represents interest rate swaps and FX forwards on certain assets and liabilities as well as on certain non-U.S. dollar net investments in certain foreign subsidiaries more fully discussed in Note 5 to the financial statements | ||||||||||||||
(b) Represents investments in fixed maturity mutual funds and open ended mutual funds held by ICRA. The remaining contractual maturities for the fixed maturity instruments range from two months to 23 months | ||||||||||||||
(c) Represents contingent consideration liabilities pursuant to the agreements for certain acquisitions |
The following table summarizes the changes in the fair value of the Company’s Level 3 liabilities:
Changes in Contingent Consideration for Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance as of January 1 | $ | 17.5 | $ | 9.0 | $ | 9.1 | |||||||
Contingent consideration assumed in acquisition of Amba | - | 4.3 | - | ||||||||||
Contingent consideration payments | (16.5) | (2.5) | (0.5) | ||||||||||
Losses included in earnings | 1.3 | 6.9 | 0.1 | ||||||||||
Foreign currency translation adjustments | (0.2) | (0.2) | 0.3 | ||||||||||
Balance as of December 31 | $ | 2.1 | $ | 17.5 | $ | 9.0 |
The losses included in earnings in the table above are recorded within SG&A expenses in the Company’s consolidated statements of operations and relate to contingent consideration obligations related to the Copal Amba acquisition which were settled in 2014.
The $ 2.1 million of contingent consideration obligations as of December 31, 2014 is classified in other liabilities within the Company’s consolidated balance sheet.
The following are descriptions of the methodologies utilized by the Company for determining the fair value of its derivative contracts, fixed maturity and open-ended mutual funds, money market mutual funds and contingent consideration obligations:
Derivatives:
In determining the fair value of the derivative contracts in the table above, the Company utilizes industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using spot rates, forward points, currency volatilities, interest rates as well as the risk of non-performance of the Company and the counterparties with whom it has derivative contracts. The Company has strict counterparty credit guidelines and only enters into transactions with financial institutions that adhere to these guidelines. Accordingly, the risk of counterparty default is deemed to be minimal.
Fixed maturity and open ended mutual funds:
The fixed maturity mutual funds and open ended mutual funds primarily represent exchange traded funds in India held by ICRA and are classified as securities available-for-sale. Accordingly, any unrealized gains and losses are recognized through OCI until the instruments mature or are sold.
Money market mutual funds:
The money market mutual funds represent publicly traded funds with a stable $1 net asset value.
Contingent Consideration:
At December 31, 2014, the Company has a contingent consideration obligation related to the acquisition of CSI which is carried at estimated fair value, and is based on certain financial and non-financial metrics set forth in the acquisition agreements. This obligation is measured using Level 3 inputs as defined in the ASC. The Company has recorded the obligation for this contingent consideration arrangement on the date of acquisition based on management’s best estimates of the achievement of the metrics and the value of the obligation is adjusted quarterly.
The contingent consideration obligation for CSI is based on the achievement of a certain contractual milestone by January 2016. The Company utilizes a discounted cash flow methodology to value this obligation. The future expected cash flow for this obligation is discounted using an interest rate available to borrowers with similar credit risk profiles to that of the Company. The most significant unobservable input involved in the measurement of this obligation is the probability that the milestone will be reached by January 2016. At December 31, 2014, the Company expects that this milestone will be reached by the aforementioned date.
For certain of the contingent consideration obligations relating to the acquisition of Copal, a portion of the contingent cash payments were based on revenue and EBITDA growth for certain of the Copal entities. This growth was calculated by comparing revenue and EBITDA in the year immediately prior to the exercise of the put/call option to acquire the remaining 33% ownership interest of Copal Partners Limited, to revenue and EBITDA in Copal’s fiscal year ended March 31, 2011. Payments of $12.2 million under this arrangement were made in the fourth quarter of 2014 pursuant to the Company exercising its call option to acquire the remaining shares of Copal Amba. The Company had utilized discounted cash flow methodologies to value these obligations prior to their settlement in 2014. The expected future cash flows for these obligations were discounted using a risk-free interest rate plus a credit spread based on the option adjusted spread of the Company’s publicly traded debt as of the valuation date plus sovereign and size risk premiums. The most significant unobservable input involved in the measurement of these obligations were the projected future financial results of the applicable Copal Amba entities. Other contingent cash payments were based on the achievement of revenue targets for Copal’s fiscal year ended March 31, 2013 and a $2.5 million payment was made in 2013.
For the contingent consideration obligations relating to the acquisition of Amba, the payment was based on the acquired entity achieving a revenue target for its fiscal year ended March 31, 2014 which was met resulting in a $4.3 million payment in 2014.
|
NOTE 10 DETAIL OF CERTAIN BALANCE SHEET INFORMATION
The following tables contain additional detail related to certain balance sheet captions:
December 31, | ||||||
2014 | 2013 | |||||
Other current assets: | ||||||
Prepaid taxes | $ | 65.4 | $ | 40.0 | ||
Prepaid expenses | 59.9 | 48.1 | ||||
Other | 47.2 | 26.3 | ||||
Total other current assets | $ | 172.5 | $ | 114.4 | ||
December 31, | ||||||
2014 | 2013 | |||||
Other assets: | ||||||
Investments in joint ventures | $ | 21.6 | $ | 37.5 | ||
Deposits for real-estate leases | 11.3 | 10.3 | ||||
Indemnification assets related to acquisitions | 23.5 | 27.0 | ||||
Fixed maturity and open-ended mutual funds | 48.0 | - | ||||
Other | 41.5 | 37.3 | ||||
Total other assets | $ | 145.9 | $ | 112.1 | ||
December 31, | ||||||
2014 | 2013 | |||||
Accounts payable and accrued liabilities: | ||||||
Salaries and benefits | $ | 86.5 | $ | 77.1 | ||
Incentive compensation | 155.2 | 135.9 | ||||
Profit sharing contribution | 9.3 | - | ||||
Customer credits, advanced payments and advanced billings | 17.0 | 21.7 | ||||
Self-insurance reserves | 21.5 | 27.6 | ||||
Dividends | 75.0 | 65.5 | ||||
Professional service fees | 47.0 | 32.9 | ||||
Interest accrued on debt | 45.0 | 36.3 | ||||
Accounts payable | 19.4 | 16.4 | ||||
Income taxes (see Note 14) | 16.1 | 47.5 | ||||
Pension and other retirement employee benefits (see Note 12) | 5.1 | 7.0 | ||||
Other | 60.5 | 71.0 | ||||
Total accounts payable and accrued liabilities | $ | 557.6 | $ | 538.9 | ||
December 31, | ||||||
2014 | 2013 | |||||
Other liabilities: | ||||||
Pension and other retirement employee benefits (see Note 12) | $ | 244.8 | $ | 164.0 | ||
Deferred rent-non-current portion | 104.2 | 106.3 | ||||
Interest accrued on UTPs | 20.8 | 18.0 | ||||
Legacy and other tax matters | 8.6 | 15.4 | ||||
Other | 52.5 | 56.5 | ||||
Total other liabilities | $ | 430.9 | $ | 360.2 |
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Balance January 1, | $ | 27.6 | $ | 55.8 | $ | 27.1 | ||||
Accruals (reversals), net | 5.8 | (0.9) | 38.1 | |||||||
Payments | (11.9) | (27.3) | (9.4) | |||||||
Balance December 31, | $ | 21.5 | $ | 27.6 | $ | 55.8 | ||||
Redeemable Noncontrolling Interest:
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Redeemable Noncontrolling Interest | |||||||||
Balance January 1, | $ | 80.0 | $ | 72.3 | $ | 60.5 | |||
Adjustment due to right of offset for UTPs (1) | - | - | 6.8 | ||||||
Net earnings | 9.3 | 5.8 | 3.6 | ||||||
Dividends | (4.9) | (6.0) | (3.6) | ||||||
Redemption of noncontrolling interest | (183.8) | - | - | ||||||
FX translation | - | - | 1.6 | ||||||
Adjustment to redemption value (2) | 99.4 | 7.9 | 3.4 | ||||||
Balance December 31, | $ | - | $ | 80.0 | $ | 72.3 | |||
(1) Related to an adjustment for the right of offset pursuant to the Copal acquisition agreement whereby the amount due to the sellers under the put/call arrangement was reduced by the amount of UTPs that the Company may be required to pay(2) The adjustment to the redemption value in the year ended December 31, 2014 reflects the aforementioned revisions to the revenue and EBITDA multiples pursuant to the amendment of the put/call agreement which occurred contemporaneously with the acquisition of Amba coupled with growth in the Copal Amba reporting unit. These adjustments are recorded with a corresponding reduction to capital surplus. |
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NOTE 12 PENSION AND OTHER RETIREMENT BENEFITS
U.S. Plans
Moody’s maintains funded and unfunded noncontributory Defined Benefit Pension Plans. The U.S. plans provide defined benefits using a cash balance formula based on years of service and career average salary or final average pay for selected executives. The Company also provides certain healthcare and life insurance benefits for retired U.S. employees. The retirement healthcare plans are contributory; the life insurance plans are noncontributory. Moody’s funded and unfunded U.S. pension plans, the U.S. retirement healthcare plans and the U.S. retirement life insurance plans are collectively referred to herein as the “Retirement Plans”. The U.S. retirement healthcare plans and the U.S. retirement life insurance plans are collectively referred to herein as the “Other Retirement Plans”. Effective at the Distribution Date, Moody’s assumed responsibility for the pension and other retirement benefits relating to its active employees. New D&B has assumed responsibility for the Company’s retirees and vested terminated employees as of the Distribution Date.
Through 2007, substantially all U.S. employees were eligible to participate in the Company’s DBPPs. Effective January 1, 2008, the Company no longer offers DBPPs to U.S. employees hired or rehired on or after January 1, 2008 and new hires in the U.S. instead will receive a retirement contribution in similar benefit value under the Company’s Profit Participation Plan. Current participants of the Company’s Retirement Plans and Other Retirement Plans continue to accrue benefits based on existing plan benefit formulas.
Following is a summary of changes in benefit obligations and fair value of plan assets for the Retirement Plans for the years ended December 31:
Pension Plans | Other Retirement Plans | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Change in benefit obligation: | |||||||||||||||
Benefit obligation, beginning of the period | $ | (347.1) | $ | (356.3) | $ | (20.7) | $ | (21.8) | |||||||
Service cost | (18.4) | (19.8) | (1.7) | (1.7) | |||||||||||
Interest cost | (16.5) | (13.5) | (0.9) | (0.8) | |||||||||||
Plan participants’ contributions | - | - | (0.4) | (0.3) | |||||||||||
Benefits paid | 6.4 | 5.3 | 0.6 | 0.6 | |||||||||||
Actuarial gain (loss) | (8.3) | (0.7) | (0.1) | 1.0 | |||||||||||
Assumption changes | (77.9) | 37.9 | (3.5) | 2.3 | |||||||||||
Benefit obligation, end of the period | (461.8) | (347.1) | (26.7) | (20.7) | |||||||||||
Change in plan assets: | |||||||||||||||
Fair value of plan assets, beginning of the period | 204.6 | 167.6 | - | - | |||||||||||
Actual return on plan assets | 12.9 | 23.0 | - | - | |||||||||||
Benefits paid | (6.4) | (5.3) | (0.6) | (0.6) | |||||||||||
Employer contributions | 37.3 | 19.3 | 0.2 | 0.3 | |||||||||||
Plan participants' contributions | - | - | 0.4 | 0.3 | |||||||||||
Fair value of plan assets, end of the period | 248.4 | 204.6 | - | - | |||||||||||
Funded Status of the plans | (213.4) | (142.5) | (26.7) | (20.7) | |||||||||||
Amounts recorded on the consolidated balance sheets: | |||||||||||||||
Pension and retirement benefits liability - current | (4.3) | (6.2) | (0.8) | (0.8) | |||||||||||
Pension and retirement benefits liability - non current | (209.1) | (136.3) | (25.9) | (19.9) | |||||||||||
Net amount recognized | $ | (213.4) | $ | (142.5) | $ | (26.7) | $ | (20.7) | |||||||
Accumulated benefit obligation, end of the period | $ | (396.3) | $ | (298.5) |
The following information is for those pension plans with an accumulated benefit obligation in excess of plan assets:
December 31, | ||||||
2014 | 2013 | |||||
Aggregate projected benefit obligation | $ | 461.8 | $ | 347.1 | ||
Aggregate accumulated benefit obligation | $ | 396.3 | $ | 298.5 | ||
Aggregate fair value of plan assets | $ | 248.4 | $ | 204.6 |
The following table summarizes the pre-tax net actuarial losses and prior service cost recognized in AOCI for the Company’s Retirement Plans as of December 31:
Pension Plans | Other Retirement Plans | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Net actuarial losses | $ | (165.5) | $ | (84.6) | $ | (6.0) | $ | (2.4) | ||||
Net prior service costs | (2.7) | (3.3) | - | - | ||||||||
Total recognized in AOCI- pretax | $ | (168.2) | $ | (87.9) | $ | (6.0) | $ | (2.4) |
The following table summarizes the estimated pre-tax net actuarial losses and prior service cost for the Company’s Retirement Plans that will be amortized from AOCI and recognized as components of net periodic expense during the next fiscal year:
Pension Plans | Other Retirement Plans | |||||
Net actuarial losses | $ | 13.6 | $ | 0.3 | ||
Net prior service costs | 0.7 | - | ||||
Total to be recognized as components of net periodic expense | $ | 14.3 | $ | 0.3 |
Net periodic benefit expenses recognized for the Retirement Plans for years ended December 31:
Pension Plans | Other Retirement Plans | ||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||
Components of net periodic expense | |||||||||||||||||
Service cost | $ | 18.4 | $ | 19.8 | $ | 18.9 | $ | 1.7 | $ | 1.7 | $ | 1.5 | |||||
Interest cost | 16.5 | 13.5 | 13.1 | 0.9 | 0.8 | 0.7 | |||||||||||
Expected return on plan assets | (14.3) | (12.9) | (12.5) | - | - | - | |||||||||||
Amortization of net actuarial loss from earlier periods | 6.6 | 10.8 | 9.1 | - | 0.3 | 0.3 | |||||||||||
Amortization of net prior service costs from earlier periods | 0.7 | 0.6 | 0.7 | - | - | - | |||||||||||
Net periodic expense | $ | 27.9 | $ | 31.8 | $ | 29.3 | $ | 2.6 | $ | 2.8 | $ | 2.5 |
The following table summarizes the pre-tax amounts recorded in OCI related to the Company’s Retirement Plans for the years ended December 31:
Pension Plans | Other Retirement Plans | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Amortization of net actuarial losses | $ | 6.6 | $ | 10.8 | $ | - | $ | 0.3 | ||||
Amortization of prior service costs | 0.7 | 0.6 | - | - | ||||||||
Net actuarial gain (loss) arising during the period | (87.5) | 47.3 | (3.7) | 3.3 | ||||||||
Total recognized in OCI – pre-tax | $ | (80.2) | $ | 58.7 | $ | (3.7) | $ | 3.6 |
Pension Plans | Other Retirement Plans | |||||||
2014 | 2013 | 2014 | 2013 | |||||
Discount rate | 3.78% | 4.71% | 3.65% | 4.45% | ||||
Rate of compensation increase | 3.76% | 4.00% | - | - |
Weighted-average assumptions used to determine net periodic benefit expense for years ended December 31:
Pension Plans | Other Retirement Plans | |||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | |||||||
Discount rate | 4.71% | 3.82% | 4.25% | 4.45% | 3.55% | 4.05% | ||||||
Expected return on plan assets | 6.80% | 7.30% | 7.85% | - | - | - | ||||||
Rate of compensation increase | 4.00% | 4.00% | 4.00% | - | - | - |
The expected rate of return on plan assets represents the Company’s best estimate of the long-term return on plan assets and is determined by using a building block approach, which generally weighs the underlying long-term expected rate of return for each major asset class based on their respective allocation target within the plan portfolio, net of plan paid expenses. As the assumption reflects a long-term time horizon, the plan performance in any one particular year does not, by itself, significantly influence the Company’s evaluation. For 2014, the expected rate of return used in calculating the net periodic benefit costs was 6.80%. For 2015, the Company reduced the expected rate of return assumption to 5.80%
The assumed health cost trend rate reflects different expectations for the medical and prescribed medication components of health care costs for pre and post-65 retirees. As the Company subsidies for retiree healthcare coverage are capped at the 2005 level, for the majority of the retirement health plan participants, retiree contributions are assumed to increase at the same rate as the healthcare cost trend rates. In 2013, the Company revised its trend rates to reflect current expectations of future health care inflation. A one percentage-point increase or decrease in assumed healthcare cost trend rates would not have affected total service and interest cost and would have a minimal impact on the retiree medical benefit obligation.
In 2012, the Company amended its retiree medical plan to modify its current design. Effective January 1, 2013, the newly implemented plan design provides current retirees age 65 and older with the option over the next three years to either enroll in a new Health Reimbursement Account (HRA) Program and receive a fixed amount annual subsidy or continue to stay in the current retiree medical plan. All future retirees age 65 and older will have to participate in the new HRA Program. There is no change to pre-65 coverage. As the new plan was designed to be cost neutral to the Company, the amendment of the plan had no significant impact to the plan.
Plan Assets
Moody’s investment objective for the assets in the funded pension plan is to earn total returns that will minimize future contribution requirements over the long-term within a prudent level of risk. The Company works with its independent investment consultants to determine asset allocation targets for its pension plan investment portfolio based on its assessment of business and financial conditions, demographic and actuarial data, funding characteristics, and related risk factors. Other relevant factors, including historical and forward looking views of inflation and capital market returns, are also considered. Risk management practices include monitoring plan asset performance, diversification across asset classes and investment styles, and periodic rebalancing toward asset allocation targets. The Company’s Asset Management Committee is responsible for overseeing the investment activities of the plan, which includes selecting acceptable asset classes, defining allowable ranges of holdings by asset class and by individual investment managers, defining acceptable securities within each asset class, and establishing investment performance expectations. Ongoing monitoring of the plan includes reviews of investment performance and managers on a regular basis, annual liability measurements, and periodic asset/liability studies.
In 2014, the Company implemented a revised investment policy, which uses risk-controlled investment strategies by increasing the plan’s asset allocation to fixed income securities and specifying ranges of acceptable target allocation by asset class based on different levels of the plan’s accounting funded status. In addition, the investment policy also requires the investment grade fixed income asset be rebalanced between shorter and longer duration bonds as the interest rate environment changes. This revised investment policy is designed to help protect the plan’s funded status and to limit volatility of the Company’s contributions. Based on the revised policy, the Company’s current target asset allocation is approximately 53% (range of 48% to 58%) in equity securities, 40% (range of 35% to 45%) in fixed income securities and 7% (range of 4% to 10% ) in other investments and the plan will use a combination of active and passive investment strategies and different investment styles for its investment portfolios within each asset class. The plan’s equity investments are diversified across U.S. and non-U.S. stocks of small, medium and large capitalization. The plan’s fixed income investments are diversified principally across U.S. and non-U.S. government and corporate bonds which are expected to help reduce plan exposure to interest rate variation and to better align assets with obligations. The plan also invests in other fixed income investments such debts rated below investment grade, emerging market debt, and convertible securities. The plan’s other investment, which is made through private real estate investment trust fund, is expected to provide additional diversification benefits and absolute return enhancement to the plan assets. Prior to the implementation of the revised policy, the Company’s target asset allocation was approximately, 60%, 33%, and 7% in equities, fixed income, and other investment, respectively.
Fair value of the assets in the Company’s funded pension plan by asset category at December 31, 2014 and 2013 are as follows:
Fair Value Measurement as of December 31, 2014 | |||||||||||||||
Asset Category | Balance | Level 1 | Level 2 | Level 3 | % of total assets | ||||||||||
Cash and cash equivalent | $ | 13.2 | $ | - | $ | 13.2 | $ | - | 5% | ||||||
Emerging markets equity fund | 14.0 | $ | 14.0 | $ | - | - | 6% | ||||||||
Common/collective trust funds - equity securities | |||||||||||||||
Global large-cap | 92.2 | - | 92.2 | - | 37% | ||||||||||
U.S. small and mid-cap | 16.5 | - | 16.5 | - | 7% | ||||||||||
Total equity investments | 122.7 | 14.0 | 108.7 | - | 50% | ||||||||||
Emerging markets bond fund | 9.1 | 9.1 | - | - | 4% | ||||||||||
Common/collective trust funds - fixed income securities | |||||||||||||||
Intermediate-term investment grade U.S. government/ corporate bonds | 60.8 | - | 60.8 | - | 24% | ||||||||||
U.S. Treasury Inflation-Protected Securities (TIPs) | 10.7 | - | 10.7 | - | 4% | ||||||||||
Convertible securities | 7.5 | - | 7.5 | - | 3% | ||||||||||
Private investment fund - high yield securities | 6.7 | - | 6.7 | - | 3% | ||||||||||
Total fixed-income investments | 94.8 | 9.1 | 85.7 | - | 38% | ||||||||||
Other investment- Common/collective trust fund — private real estate fund | 17.8 | - | 17.8 | - | 7% | ||||||||||
Total Assets | $ | 248.5 | $ | 23.1 | $ | 207.6 | $ | - | 100% | ||||||
Fair Value Measurement as of December 31, 2013 | |||||||||||||||
Asset Category | Balance | Level 1 | Level 2 | Level 3 | % of total assets | ||||||||||
Cash and cash equivalent | $ | 0.4 | $ | - | $ | 0.4 | $ | - | - | ||||||
Emerging markets equity fund | 14.6 | $ | 14.6 | $ | - | - | 7% | ||||||||
Common/collective trust funds - equity securities | |||||||||||||||
U.S. large-cap | 44.5 | - | 44.5 | - | 22% | ||||||||||
U.S. small and mid-cap | 15.3 | - | 15.3 | - | 7% | ||||||||||
International | 58.2 | - | 58.2 | - | 29% | ||||||||||
Total equity investments | 132.6 | 14.6 | 118.0 | - | 65% | ||||||||||
Common/collective trust funds - fixed income securities | |||||||||||||||
Long-term government/treasury bonds | 13.7 | - | 13.7 | - | 7% | ||||||||||
Long-term investment grade corporate bonds | 15.4 | - | 15.4 | - | 7% | ||||||||||
U.S. Treasury Inflation-Protected Securities (TIPs) | 8.7 | - | 8.7 | - | 4% | ||||||||||
Emerging markets bonds | 5.8 | - | 5.8 | - | 3% | ||||||||||
High yield bonds | 6.1 | - | 6.1 | - | 3% | ||||||||||
Convertible securities | 6.3 | - | 6.3 | - | 3% | ||||||||||
Total fixed-income investments | 56.0 | - | 56.0 | - | 27% | ||||||||||
Other investment - Common/collective trust fund - private real estate fund | 15.6 | - | - | 15.6 | 8% | ||||||||||
Total Assets | $ | 204.6 | $ | 14.6 | $ | 174.4 | $ | 15.6 | 100% |
Cash and cash equivalents are primarily comprised of investment in money market mutual funds. In determining fair value, Level 1 investments are valued based on quoted market prices in active markets. Investments in common/collective trust funds are valued using the net asset value (NAV) per unit in each fund. The NAV is based on the value of the underlying investments owned by each trust, minus its liabilities, and then divided by the number of shares outstanding. Common/collective trust funds are categorized in Level 2 to the extent that they are readily redeemable at their NAV as of the measurement date or in the near feature or else they are categorized in Level 3 of the fair value hierarchy.
The table below is a summary of changes in the fair value of the Plan’s Level 3 assets:
Real estate investment fund: | ||
Balance as of December 31, 2013 | $ | 15.6 |
Return on plan assets related to assets held as of December 31, 2014 | 1.6 | |
Transfer (out), net | (17.8) | |
Purchases (sales), net | 0.6 | |
Balance as of December 31, 2014 | $ | - |
Except for the Company’s U.S. funded pension plan, all of Moody’s Retirement Plans are unfunded and therefore have no plan assets.
Cash Flows
The Company contributed $33.7 million and $16.8 million to its U.S. funded pension plan during the years ended December 31, 2014 and 2013, respectively. The Company made payments of $3.6 million and $2.5 million related to its U.S. unfunded pension plan obligations during the years ended December 31, 2014 and 2013, respectively. The Company made payments of $0.6 million to its Other Retirement Plans during both the years ended December 31, 2014 and 2013. The Company presently anticipates making contributions of $9.0 million to its funded pension plan and anticipates making payments of $4.3 million related to its unfunded U.S. pension plans and $0.8 million related to its Other Retirement Plans during the year ended December 31, 2015.
Estimated Future Benefits Payable
Estimated future benefits payments for the Retirement Plans are as follows at ended December 31, 2014:
Year Ending December 31, | Pension Plans | Other Retirement Plans | ||||
2015 | $ | 8.3 | $ | 0.8 | ||
2016 | 10.3 | 1.0 | ||||
2017 | 10.9 | 1.1 | ||||
2018 | 39.6 | 1.3 | ||||
2019 | 14.0 | 1.5 | ||||
2020 – 2024 | $ | 110.5 | $ | 9.6 |
Defined Contribution Plans
Moody’s has a Profit Participation Plan covering substantially all U.S. employees. The Profit Participation Plan provides for an employee salary deferral and the Company matches employee contributions, equal to 50% of employee contribution up to a maximum of 3% of the employee’s pay. Moody’s also makes additional contributions to the Profit Participation Plan based on year-to-year growth in the Company’s EPS. Effective January 1, 2008, all new hires are automatically enrolled in the Profit Participation Plan when they meet eligibility requirements unless they decline participation. As the Company’s U.S. DBPPs are closed to new entrants effective January 1, 2008, all eligible new hires will instead receive a retirement contribution into the Profit Participation Plan in value similar to the pension benefits. Additionally, effective January 1, 2008, the Company implemented a deferred compensation plan in the U.S., which is unfunded and provides for employee deferral of compensation and Company matching contributions related to compensation in excess of the IRS limitations on benefits and contributions under qualified retirement plans. Total expenses associated with U.S. defined contribution plans were $26.8 million, $18.8 million and $24.5 million in 2014, 2013, and 2012, respectively.
Effective January 1, 2008, Moody’s has designated the Moody’s Stock Fund, an investment option under the Profit Participation Plan, as an Employee Stock Ownership Plan and, as a result, participants in the Moody’s Stock Fund may receive dividends in cash or may reinvest such dividends into the Moody’s Stock Fund. Moody’s paid approximately $0.6 million and $0.5 million in dividends during the years ended December 31, 2014 and 2013, respectively, for the Company’s common shares held by the Moody’s Stock Fund. The Company records the dividends as a reduction of retained earnings in the Consolidated Statements of Shareholders’ Equity (Deficit). The Moody’s Stock Fund held approximately 490,000 and 520,000 shares of Moody’s common stock at December 31, 2014 and 2013, respectively.
International Plans
Certain of the Company’s international operations provide pension benefits to their employees. For defined contribution plans, company contributions are primarily determined as a percentage of employees’ eligible compensation. Moody’s also makes contributions to non-U.S. employees under a profit sharing plan which is based on year-to-year growth in the Company’s diluted EPS. Expenses related to these defined contribution plans for the years ended December 31, 2014, 2013 and 2012 were $30.6 million, $19.7 million and $18.8 million, respectively.
For defined benefit plans, the Company maintains various unfunded DBPPs and retirement health benefit plan for certain of its non-U.S. subsidiaries located in Germany, France and Canada. These unfunded DBPPs are generally based on each eligible employee’s years of credited service and on compensation levels as specified in the plans. The DBPP in Germany was closed to new entrants in 2002. Total defined benefit pension liabilities recorded related to non-U.S. pension plans was $9.8 million, $7.8 million and $7.2 million based on a weighted average discount rate of 2.00%, 3.58% and 3.53% at December 31, 2014, 2013 and 2012, respectively. The pension liabilities recorded as of December 31, 2014 represent the unfunded status of these pension plans and were recognized in the consolidated balance sheet as mostly non-current liabilities. Total pension expense recorded for the years ended December 31, 2014, 2013 and 2012 was approximately $0.6 million for each year. These amounts are not included in the tables above. As of December 31, 2014, the amount of net actuarial losses included in AOCI related to non-U.S. pension plans was $1.8 million net of tax. The Company’s non-U.S. other retirement benefit obligation was also immaterial as of December 31, 2014.
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NOTE 13 STOCK-BASED COMPENSATION PLANS
Under the 1998 Plan, 33.0 million shares of the Company’s common stock have been reserved for issuance. The 2001 Plan, which is shareholder approved, permits the granting of up to 50.6 million shares, of which not more than 14.0 million shares are available for grants of awards other than stock options. The Stock Plans also provide for the granting of restricted stock. The Stock Plans provide that options are exercisable not later than ten years from the grant date. The vesting period for awards under the Stock Plans is generally determined by the Board at the date of the grant and has been four years except for employees who are at or near retirement eligibility, as defined, for which vesting is between one and four years. Additionally, the vesting period is three years for certain performance-based restricted stock that contain a condition whereby the number of shares that ultimately vest are based on the achievement of certain non-market based performance metrics of the Company. Options may not be granted at less than the fair market value of the Company’s common stock at the date of grant.
The Company maintains the Directors’ Plan for its Board, which permits the granting of awards in the form of non-qualified stock options, restricted stock or performance shares. The Directors’ Plan provides that options are exercisable not later than ten years from the grant date. The vesting period is determined by the Board at the date of the grant and is generally one year for both options and restricted stock. Under the Directors’ Plan, 1.7 million shares of common stock were reserved for issuance. Any director of the Company who is not an employee of the Company or any of its subsidiaries as of the date that an award is granted is eligible to participate in the Directors’ Plan.
Presented below is a summary of the stock-based compensation expense and associated tax benefit in the accompanying Consolidated Statements of Operations:
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Stock-based compensation expense | $ | 80.4 | $ | 67.1 | $ | 64.5 | ||
Tax benefit | $ | 27.5 | $ | 24.7 | $ | 23.3 |
The fair value of each employee stock option award is estimated on the date of grant using the Black-Scholes option-pricing model that uses the assumptions noted below. The expected dividend yield is derived from the annual dividend rate on the date of grant. The expected stock volatility is based on an assessment of historical weekly stock prices of the Company as well as implied volatility from Moody’s traded options. The risk-free interest rate is based on U.S. government zero coupon bonds with maturities similar to the expected holding period. The expected holding period was determined by examining historical and projected post-vesting exercise behavior activity.
The following weighted average assumptions were used for options granted:
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Expected dividend yield | 1.41% | 1.72% | 1.66% | |||||
Expected stock volatility | 41% | 43% | 44% | |||||
Risk-free interest rate | 2.30% | 1.53% | 1.55% | |||||
Expected holding period | 7.2 years | 7.2 years | 7.4 years | |||||
Grant date fair value | $ | 31.53 | $ | 17.58 | $ | 15.19 |
A summary of option activity as of December 31, 2014 and changes during the year then ended is presented below:
Options | Shares | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||
Outstanding, December 31, 2013 | 8.9 | $ | 45.00 | |||||||
Granted | 0.3 | 79.57 | ||||||||
Exercised | (3.2) | 46.40 | ||||||||
Outstanding, December 31, 2014 | 6.0 | $ | 46.00 | 4.2 yrs | $ | 299.5 | ||||
Vested and expected to vest, December 31, 2014 | 5.9 | $ | 45.84 | 4.1 yrs | $ | 295.6 | ||||
Exercisable, December 31, 2014 | 5.0 | $ | 44.79 | 3.4 yrs | $ | 252.6 |
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between Moody’s closing stock price on the last trading day of the year ended December 31, 2014 and the exercise prices, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options as of December 31, 2014. This amount varies based on the fair value of Moody’s stock. As of December 31, 2014 there was $7.4 million of total unrecognized compensation expense related to options. The expense is expected to be recognized over a weighted average period of 1.4 years.
The following table summarizes information relating to stock option exercises:
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Proceeds from stock option exercises | $ | 145.5 | $ | 163.3 | $ | 127.4 | ||
Aggregate intrinsic value | $ | 122.3 | $ | 112.4 | $ | 61.3 | ||
Tax benefit realized upon exercise | $ | 43.2 | $ | 41.1 | $ | 23.4 |
A summary of the status of the Company’s nonvested restricted stock as of December 31, 2014 and changes during the year then ended is presented below:
Nonvested Restricted Stock | Shares | Weighted Average Grant Date Fair Value Per Share | ||||
Balance, December 31, 2013 | 3.1 | $ | 39.30 | |||
Granted | 0.9 | 79.69 | ||||
Vested | (1.2) | 36.19 | ||||
Forfeited | (0.1) | 50.45 | ||||
Balance, December 31, 2014 | 2.7 | $ | 53.98 |
As of December 31, 2014, there was $81.9 million of total unrecognized compensation expense related to nonvested restricted stock. The expense is expected to be recognized over a weighted average period of 1.6 years.
The following table summarizes information relating to the vesting of restricted stock awards:
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Fair value of shares upon delivery | $ | 92.4 | $ | 54.6 | $ | 37.8 | ||
Tax benefit realized upon delivery | $ | 31.2 | $ | 19.3 | $ | 13.4 |
A summary of the status of the Company’s performance-based restricted stock as of December 31, 2014 and changes during the year then ended is presented below:
Performance-based restricted stock | Shares | Weighted Average Grant Date Fair Value Per Share | ||||
Balance, December 31, 2013 | 1.2 | $ | 31.17 | |||
Granted | 0.2 | $ | 76.35 | |||
Vested | (0.5) | $ | 28.76 | |||
Balance, December 31, 2014 | 0.9 | $ | 46.09 |
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NOTE 14 INCOME TAXES
Components of the Company’s provision for income taxes are as follows:
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Current: | ||||||||||
Federal | $ | 252.8 | $ | 226.2 | $ | 168.1 | ||||
State and Local | 70.2 | 57.6 | 33.7 | |||||||
Non-U.S. | 102.1 | 96.8 | 86.4 | |||||||
Total current | 425.1 | 380.6 | 288.2 | |||||||
Deferred: | ||||||||||
Federal | 0.9 | (13.1) | 35.7 | |||||||
State and Local | 4.9 | (5.6) | 4.5 | |||||||
Non-U.S. | 24.1 | (8.5) | (4.1) | |||||||
Total deferred | 29.9 | (27.2) | 36.1 | |||||||
Total provision for income taxes | $ | 455.0 | $ | 353.4 | $ | 324.3 |
A reconciliation of the U.S. federal statutory tax rate to the Company’s effective tax rate on income before provision for income taxes is as follows:
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
U.S. statutory tax rate | 35.0% | 35.0% | 35.0% | |||||
State and local taxes, net of federal tax benefit | 3.6 | 2.9 | 2.4 | |||||
Benefit of foreign operations | (7.4) | (6.4) | (6.1) | |||||
Legacy tax items | (0.2) | (0.6) | (0.4) | |||||
Other | 0.1 | (0.7) | 0.8 | |||||
Effective tax rate | 31.1% | 30.2% | 31.7% | |||||
Income tax paid | $ | 369.4 | $ | 335.7 | (1) | $ | 293.3 | |
(1) Includes fourth quarter 2012 estimated federal tax payment made in 2013 due to IRS relief for companies affected by Hurricane Sandy | ||||||||
(2) Includes approximately $92 million in payments for tax audit settlements in the first quarter of 2012. |
The source of income before provision for income taxes is as follows:
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
United States | $ | 912.6 | $ | 836.1 | $ | 694.2 | ||
International | 548.4 | 333.2 | 329.8 | |||||
Income before provision for income taxes | $ | 1,461.0 | $ | 1,169.3 | $ | 1,024.0 |
The components of deferred tax assets and liabilities are as follows:
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Current: | |||||||||
Account receivable allowances | $ | 7.7 | $ | 8.2 | |||||
Accrued compensation and benefits | 14.6 | 12.8 | |||||||
Deferred revenue | 6.7 | 7.3 | |||||||
Legal and professional fees | 10.4 | 10.9 | |||||||
Restructuring | 2.3 | 3.5 | |||||||
Uncertain tax positions | - | 7.5 | |||||||
Other | 3.5 | 0.7 | |||||||
Total current | 45.2 | 50.9 | |||||||
Non-current: | |||||||||
Accumulated depreciation and amortization | 0.9 | 2.6 | |||||||
Stock-based compensation | 62.3 | 73.7 | |||||||
Benefit plans | 108.7 | 78.9 | |||||||
Deferred rent and construction allowance | 30.5 | 30.4 | |||||||
Deferred revenue | 34.2 | 33.4 | |||||||
Foreign net operating loss | (1) | 7.5 | 10.6 | ||||||
Uncertain tax positions | 38.3 | 26.8 | |||||||
Self-insured related reserves | 14.9 | 20.4 | |||||||
Other | 5.6 | 4.3 | |||||||
Total non-current | 302.9 | 281.1 | |||||||
Total deferred tax assets | 348.1 | 332.0 | |||||||
Deferred tax liabilities: | |||||||||
Current: | |||||||||
Compensation and benefits | (3.0) | - | |||||||
Unrealized gain on net investment hedges - OCI | (14.0) | - | |||||||
Other | (1.1) | - | |||||||
Total Current | (18.1) | - | |||||||
Non-current: | |||||||||
Accumulated depreciation and amortization of intangible assets and capitalized software | (204.3) | (153.7) | |||||||
Foreign earnings to be repatriated | (3.4) | (3.7) | |||||||
Self-insured related income | (16.9) | (24.0) | |||||||
Other liabilities | (0.1) | (2.7) | |||||||
Total non-current | (224.7) | (184.1) | |||||||
Total deferred tax liabilities | (242.8) | (184.1) | |||||||
Net deferred tax asset | 105.3 | 147.9 | |||||||
Valuation allowance | (6.9) | (8.4) | |||||||
Total net deferred tax assets | $ | 98.4 | $ | 139.5 | |||||
(1) Amounts are primarily set to expire beginning in 2018, if unused. |
As of December 31, 2014, the Company had approximately $2,032.0 million of undistributed earnings of foreign subsidiaries that it intends to indefinitely reinvest in foreign operations. The Company has not provided deferred income taxes on these indefinitely reinvested earnings. It is not practicable to determine the amount of deferred taxes that might be required to be provided if such earnings were distributed in the future, due to complexities in the tax laws and in the hypothetical calculations that would have to be made.
The Company had valuation allowances of $6.9 million and $8.4 million at December 31, 2014 and 2013, respectively, related to foreign net operating losses for which realization is uncertain.
As of December 31, 2014 the Company had $220.3 million of UTPs of which $157.1 million represents the amount that, if recognized, would impact the effective tax rate in future periods.
A reconciliation of the beginning and ending amount of UTPs is as follows:
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Balance as of January 1 | $ | 195.6 | $ | 156.6 | $ | 205.4 | ||
Additions for tax positions related to the current year | 52.5 | 67.8 | 49.1 | |||||
Additions for tax positions of prior years | 8.7 | 6.1 | 18.9 | |||||
Reductions for tax positions of prior years | (13.0) | (10.1) | (20.6) | |||||
Settlements with taxing authorities | (18.8) | (21.4) | (91.5) | |||||
Lapse of statute of limitations | (4.7) | (3.4) | (4.7) | |||||
Balance as of December 31 | $ | 220.3 | $ | 195.6 | $ | 156.6 |
The Company classifies interest related to UTPs in interest expense in its consolidated statements of operations. Penalties, if incurred, would be recognized in other non-operating expenses. During the years ended December 31, 2014 and 2013, the Company incurred a net interest expense of $5.5 million and $7.6 million respectively, related to UTPs. During 2012, the Company realized a net interest benefit of $1.6 million related to UTPs. As of December 31, 2014 and 2013, the amount of accrued interest recorded in the Company’s consolidated balance sheets related to UTPs was $20.8 million and $17.9 million, respectively.
Moody’s Corporation and subsidiaries are subject to U.S. federal income tax as well as income tax in various state, local and foreign jurisdictions. The Company’s U.S. federal income tax returns for the years 2008 through 2010 are under examination and its 2011 to and 2013 returns remain open to examination. The Company’s New York State income tax returns for 2011 to 2013 remain open to examination. The Company’s New York City income tax returns have been examined through 2012. The Company settled the U.K. tax audit for tax years 2007 through 2011 during the first quarter of 2014. Tax filings in the U.K. remain open to examination for tax years 2012 through 2013.
For current ongoing audits related to open tax years, the Company estimates that it is possible that the balance of UTPs could decrease in the next twelve months as a result of the effective settlement of these audits, which might involve the payment of additional taxes, the adjustment of certain deferred taxes and/or the recognition of tax benefits. It is also possible that new issues might be raised by tax authorities which might necessitate increases to the balance of UTPs. As the Company is unable to predict the timing of conclusion of these audits, the Company is unable to estimate the amount of changes to the balance of UTPs at this time.
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NOTE 15 INDEBTEDNESS
The following table summarizes total indebtedness:
December 31, | ||||||
2014 | 2013 | |||||
2012 Facility | $ | - | $ | - | ||
Notes payable: | ||||||
Series 2005-1 Notes due 2015, including fair value of interest rate swap of $10.3 million at 2013 | - | 310.3 | ||||
Series 2007-1 Notes due in 2017 | 300.0 | 300.0 | ||||
2010 Senior Notes, due 2020, net of unamortized discount of $2.0 million and $2.2 million in 2014 and 2013, respectively, and includes a $5.8 million fair value adjustment on an interest rate hedge in 2014 | 503.8 | 497.8 | ||||
2012 Senior Notes, due 2022, net of unamortized discount of $3.1 million in 2014 and $3.5 million in 2013 | 496.9 | 496.5 | ||||
2013 Senior Notes, due 2024, net of unamortized discount of $2.5 million in 2014 and $2.8 million in 2013 | 497.5 | 497.2 | ||||
2014 Senior Notes (5-Year), due 2019, net of unamortized discount of $0.7 million in 2014 and includes a $1.4 million fair value adjustment on an interest rate hedge in 2014 | 450.7 | - | ||||
2014 Senior Notes (30-Year), due 2044, net of unamortized discount of $1.6 million in 2014 | 298.4 | - | ||||
Total long-term debt | 2,547.3 | 2,101.8 | ||||
2012 Facility
On April 18, 2012, the Company and certain of its subsidiaries entered into a $1 billion five-year senior, unsecured revolving credit facility in an aggregate principal amount of $1 billion that expires in April 2017. The 2012 Facility replaced the $1 billion 2007 Facility that was scheduled to expire in September 2012. The proceeds from the 2012 Facility will be used for general corporate purposes, including, without limitation, share repurchases and acquisition financings. Interest on borrowings under the facility is payable at rates that are based on LIBOR plus a premium that can range from 77.5 basis points to 120 basis points per annum of the outstanding amount, depending on the Company’s Debt/EBITDA ratio. The Company also pays quarterly facility fees, regardless of borrowing activity under the 2012 Facility. These quarterly fees can range from 10 basis points of the facility amount to 17.5 basis points, depending on the Company’s Debt/ EBITDA Ratio.
The 2012 Facility contains covenants that, among other things, restrict the ability of the Company and its subsidiaries, without the approval of the lenders, to engage in mergers, consolidations, asset sales, transactions with affiliates and sale-leaseback transactions or to incur liens, as set forth in the facility agreement. The 2012 Facility also contains a financial covenant that requires the Company to maintain a Debt to EBITDA Ratio of not more than 4 to 1 at the end of any fiscal quarter. Upon the occurrence of certain financial or economic events, significant corporate events or certain other events constituting an event of default under the 2012 Facility, all loans outstanding under the facility (including accrued interest and fees payable thereunder) may be declared immediately due and payable and all commitments under the facility may be terminated.
Notes Payable
On September 30, 2005, the Company issued and sold through a private placement transaction, $300.0 million aggregate principal amount of its Series 2005-1 Senior Unsecured Notes due 2015 pursuant to the 2005 Agreement. The Series 2005-1 Notes had a ten-year term and bore interest at an annual rate of 4.98%, payable semi-annually on March 30 and September 30. Proceeds from the sale of the Series 2005-1 Notes were used to refinance $300.0 million aggregate principal amount of the Company’s outstanding 7.61% senior notes which matured on September 30, 2005. On August 7, 2014, the Company prepaid the Series 2005-1 Notes using proceeds from the issuance of the 2014 Senior Notes (30-year) and the 2014 Senior Notes (5-year).
On September 7, 2007, the Company issued and sold through a private placement transaction, $300.0 million aggregate principal amount of its 6.06% Series 2007-1 Senior Unsecured Notes due 2017 pursuant to the 2007 Agreement. The Series 2007-1 Notes have a ten-year term and bear interest at an annual rate of 6.06%, payable semi-annually on March 7 and September 7. The Company may prepay the Series 2007-1 Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make Whole Amount. The 2007 Agreement contains covenants that limit the ability of the Company, and certain of its subsidiaries to, among other things: enter into transactions with affiliates, dispose of assets, incur or create liens, enter into any sale-leaseback transactions, or merge with any other corporation or convey, transfer or lease substantially all of its assets. The Company must also not permit its Debt/EBITDA ratio to exceed 4.0 to 1.0 at the end of any fiscal quarter.
On August 19, 2010, the Company issued $500 million aggregate principal amount of senior unsecured notes in a public offering. The 2010 Senior Notes bear interest at a fixed rate of 5.50% and mature on September 1, 2020. Interest on the 2010 Senior Notes will be due semi-annually on September 1 and March 1 of each year, commencing March 1, 2011. The Company may prepay the 2010 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2010 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2010 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2010 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2010 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2010 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company’s or certain of its subsidiaries’ indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2010 Indenture, the notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.
On November 4, 2011, in connection with the acquisition of Copal, a subsidiary of the Company issued a $14.2 million non-interest bearing note to the sellers which represented a portion of the consideration transferred to acquire the Copal entities. If a seller subsequently transfers to the Company all of its shares, the Company must repay the seller its proportion of the principal on the later of (i) the fourth anniversary date of the note or (ii) within a time frame set forth in the acquisition agreement relating to the resolution of certain income tax uncertainties pertaining to the transaction. The Company has the right to offset payment of the note against certain indemnification assets associated with UTPs related to the acquisition. Accordingly, the Company has offset the liability for this note against the indemnification asset, thus no balance for this note is carried on the Company’s consolidated balance sheet at December 31, 2014 and 2013. In the event that the Company would not be required to settle amounts related to the UTPs, the Company would be required to pay the sellers the principal in accordance with the note agreement. The Company may prepay the note in accordance with certain terms set forth in the acquisition agreement.
On August 20, 2012, the Company issued $500 million aggregate principal amount of unsecured notes in a public offering. The 2012 Senior Notes bear interest at a fixed rate of 4.50% and mature on September 1, 2022. Interest on the 2012 Senior Notes will be due semi-annually on September 1 and March 1 of each year, commencing March 1, 2013. The Company may prepay the 2012 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2012 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2012 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2012 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2012 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2012 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company’s or certain of its subsidiaries’ indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2012 Indenture, the 2012 Senior notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.
On August 12, 2013, the Company issued $500 million aggregate principal amount of senior unsecured notes in a public offering. The 2013 Senior Notes bear interest at a fixed rate of 4.875% and mature on February 15, 2024. Interest on the 2013 Senior Notes will be due semi-annually on February 15 and August 15 of each year, commencing February 15, 2014. The Company may prepay the 2013 Senior Notes, in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Notwithstanding the immediately preceding sentence, the Company may redeem the 2013 Senior Notes, in whole or in part, at any time or from time to time on or after November 15, 2023 (three months prior to their maturity), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2013 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2013 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2013 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2013 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2013 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company’s or certain of its subsidiaries’ indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2013 Indenture, the 2013 Senior Notes may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.
On July 16, 2014, the Company issued $300 million aggregate principal amount of senior unsecured notes in a public offering. The 2014 Senior Notes (30-year) bear interest at a fixed rate of 5.25% and mature on July 15, 2044. Interest on the 2014 Senior Notes (30-year) will be due semi-annually on January 15 and July 15 of each year, commencing January 15, 2015. The Company may prepay the 2014 Senior Notes (30-year), in whole or in part, at any time at a price equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2014 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2014 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2014 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2014 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2014 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company’s or certain of its subsidiaries’ indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2014 Indenture, the 2014 Senior Notes (30-year) may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.
On July 16, 2014, the Company issued $450 million aggregate principal amount of senior unsecured notes in a public offering. The 2014 Senior Notes (5-year) bear interest at a fixed rate of 2.75% and mature July 15, 2019. Interest on the 2014 Senior Notes (5-year) will be due semi-annually on January 15 and July 15 of each year, commencing January 15, 2015. The Company may prepay the 2014 Senior Notes (5-year), in whole or in part, at any time at a price prior to June 15, 2019, equal to 100% of the principal amount being prepaid, plus accrued and unpaid interest and a Make-Whole Amount. Notwithstanding the immediately preceding sentence, the Company may redeem the 2014 Senior Notes (5-year), in whole or in part, at any time or from time to time on or after June 15, 2019 (one month prior to their maturity), at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding the redemption date. Additionally, at the option of the holders of the notes, the Company may be required to purchase all or a portion of the notes upon occurrence of a “Change of Control Triggering Event,” as defined in the 2014 Indenture, at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest to the date of purchase. The 2014 Indenture contains covenants that limit the ability of the Company and certain of its subsidiaries to, among other things, incur or create liens and enter into sale and leaseback transactions. In addition, the 2014 Indenture contains a covenant that limits the ability of the Company to consolidate or merge with another entity or to sell all or substantially all of its assets to another entity. The 2014 Indenture contains customary default provisions. In addition, an event of default will occur if the Company or certain of its subsidiaries fail to pay the principal of any indebtedness (as defined in the 2014 Indenture) when due at maturity in an aggregate amount of $50 million or more, or a default occurs that results in the acceleration of the maturity of the Company’s or certain of its subsidiaries’ indebtedness in an aggregate amount of $50 million or more. Upon the occurrence and during the continuation of an event of default under the 2014 Indenture, the 2014 Senior Notes (5-year) may become immediately due and payable either automatically or by the vote of the holders of more than 25% of the aggregate principal amount of all of the notes then outstanding.
On August 7, 2014, the Company prepaid the Series 2005-1 Notes using proceeds from the issuance of the 2014 Senior Notes (30-year) and the 2014 Senior Notes (5-year). The proceeds from the July 16, 2014 issuance will also be used for general corporate purposes.
The principal payments due on the Company’s long-term borrowings for each of the next five years are presented in the table below:
Year Ending December 31, | Series 2007-1 Notes | 2010 Senior Notes | 2012 Senior Notes | 2013 Senior Notes | 2014 Senior Notes (5-year) | 2014 Senior Notes (30-year) | Total | |||||||||||||||||
2015 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
2016 | - | - | - | - | - | - | - | |||||||||||||||||
2017 | 300.0 | - | - | - | - | - | 300.0 | |||||||||||||||||
2018 | - | - | - | - | - | - | - | |||||||||||||||||
2019 | - | - | - | - | 450.0 | - | 450.0 | |||||||||||||||||
Thereafter | - | 500.0 | 500.0 | 500.0 | - | 300.0 | 1,800.0 | |||||||||||||||||
Total | $ | 300.0 | $ | 500.0 | $ | 500.0 | $ | 500.0 | $ | 450.0 | $ | 300.0 | $ | 2,550.0 |
The Company entered into interest rate swaps on the 2010 Senior Notes and the 2014 Senior Notes (5-year) which are more fully discussed in Note 5.
At December 31, 2014, the Company was in compliance with all covenants contained within all of the debt agreements. In addition to the covenants described above, the 2014 Indenture, the 2012 Facility, the 2007 Agreement, the 2013 Indenture, the 2012 Indenture and the 2010 Indenture contain cross default provisions. These provisions state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of December 31, 2014, there are no such cross defaults.
INTEREST EXPENSE, NET
The following table summarizes the components of interest as presented in the consolidated statements of operations:
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Income | $ | 6.7 | $ | 5.5 | $ | 5.2 | ||
Expense on borrowings (a) | (118.4) | (92.3) | (73.8) | |||||
Expense on UTPs and other tax related liabilities (b) | (5.8) | (8.6) | 0.4 | |||||
Legacy Tax (c) | 0.7 | 3.6 | 4.4 | |||||
Total | $ | (116.8) | $ | (91.8) | $ | (63.8) | ||
Interest paid (d) | $ | 113.7 | $ | 81.9 | $ | 94.4 | ||
(a) Includes approximately $11 million in 2014 in net costs related to the prepayment of the Series 2005-1 Notes.(b) Includes $2.0 million in 2014 relating to a reversal of an interest accrual relating to the favorable resolution of an international tax matter.(c) Represents a reduction of accrued interest related to the favorable resolution of Legacy Tax Matters, further discussed in Note 18 to the consolidated financial statements.(d) Interest paid includes payments of interest relating to the settlement of income tax audits in the first quarter of 2012 as well as net settlements on interest rate swaps more fully discussed in Note 5. | ||||||||
The Company’s long-term debt is recorded at its carrying amount, which represents the issuance amount plus or minus any issuance premium or discount, except for the Series 2005-1 Notes, the 2010 Senior Notes, and the 2014 Senior Notes (5-Year) which are recorded at the carrying amount adjusted for the fair value of an interest rate swap used to hedge the fair value of the note. The fair value and carrying value of the Company’s long-term debt as of December 31, 2014 and December 31, 2013 are as follows:
December 31, 2014 | December 31, 2013 | ||||||||||
Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||
Series 2005-1 Notes | $ | - | $ | - | $ | 310.3 | $ | 319.2 | |||
Series 2007-1 Notes | 300.0 | 334.6 | 300.0 | 334.7 | |||||||
2010 Senior Notes | 503.8 | 564.4 | 497.8 | 536.6 | |||||||
2012 Senior Notes | 496.9 | 537.1 | 496.5 | 497.0 | |||||||
2013 Senior Notes | 497.5 | 548.4 | 497.2 | 501.2 | |||||||
2014 Senior Notes (5-Year) | 450.7 | 454.3 | - | - | |||||||
2014 Senior Notes (30-Year) | 298.4 | 333.9 | - | - | |||||||
Total | $ | 2,547.3 | $ | 2,772.7 | $ | 2,101.8 | $ | 2,188.7 | |||
The fair value of the Company’s long-term debt is estimated using discounted cash flows based on prevailing interest rates available to the Company for borrowings with similar maturities.
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NOTE 16 CAPITAL STOCK
Authorized Capital Stock
The total number of shares of all classes of stock that the Company has authority to issue under its Restated Certificate of Incorporation is 1.02 billion shares with a par value of $0.01, of which 1.0 billion are shares of common stock, 10.0 million are shares of preferred stock and 10.0 million are shares of series common stock. The preferred stock and series common stock can be issued with varying terms, as determined by the Board.
Share Repurchase Program
The Company implemented a systematic share repurchase program in the third quarter of 2005 through an SEC Rule 10b5-1 program. Moody’s may also purchase opportunistically when conditions warrant. As a result, Moody’s share repurchase activity will continue to vary from quarter to quarter. The table below summarizes the Company’s remaining authority under the various share repurchase programs as of December 31, 2014:
Date Authorized | Amount Authorized | Remaining Authority | ||||
February 12, 2013 | $ | 1,000.0 | $ | - | ||
February 11, 2014 | $ | 1,000.0 | $ | 563.5 | ||
December 16, 2014 | $ | 1,000.0 | $ | 1,000.0 |
During 2014, Moody’s repurchased 13.8 million shares of its common stock under its share repurchase program and issued 4.9 million shares under employee stock-based compensation plans.
Dividends
The Company’s cash dividends were:
Dividends Per Share | |||||||||||||||||
Year ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Declared | Paid | Declared | Paid | Declared | Paid | ||||||||||||
First quarter | $ | - | $ | 0.28 | $ | - | $ | 0.20 | $ | - | $ | 0.16 | |||||
Second quarter | 0.28 | 0.28 | 0.20 | 0.20 | 0.16 | 0.16 | |||||||||||
Third quarter | 0.28 | 0.28 | 0.25 | 0.25 | 0.16 | 0.16 | |||||||||||
Fourth quarter | 0.62 | 0.28 | 0.53 | 0.25 | 0.36 | 0.16 | |||||||||||
Total | $ | 1.18 | $ | 1.12 | $ | 0.98 | $ | 0.90 | $ | 0.68 | $ | 0.64 |
On December 16, 2014, the Board of the Company approved the declaration of a quarterly dividend of $0.34 per share of Moody’s common stock, payable on March 10, 2015 to shareholders of record at the close of business on February 20, 2015. The continued payment of dividends at the rate noted above, or at all, is subject to the discretion of the Board..
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Future minimum operating lease payments have been reduced by future minimum sublease income of $3.7 million.
On October 20, 2006, the Company entered into a 21-year operating lease agreement to occupy 15 floors of an office building at
7WTC which includes a total of 20 years of renewal options. On October 21, 2013, the Company entered into a 14-year lease for
an additional three floors at its 7WTC headquarters which became effective on January 2, 2014, these floors have the same renewal option as the original lease.
On February 6, 2008, the Company entered into a 17.5 year operating lease agreement to occupy six floors of an office tower located in the Canary Wharf district of London, England, which includes a total of 15 years of renewal options.
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NOTE 18 CONTINGENCIES
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NOTE 19 SEGMENT INFORMATION
The Company is organized into three operating segments: (i) MIS, (ii) MA and (iii) Copal Amba. The Copal Amba operating segment has been aggregated with the MA operating segment based on the fact that it has similar economic characteristics to MA. Accordingly, the Company reports in two reportable segments: MIS and MA.
In January 2014, the Company revised its operating segments to create the new Copal Amba operating segment. The new operating segment consists of all operations from Copal and the operations of Amba which was acquired in December 2013. The Copal Amba operating segment provides offshore research and analytic services to the global financial and corporate sectors. The Company has determined that the Copal Amba and MA operating segments have similar economic characteristics as set forth in ASC 280. As such, Copal Amba has been combined with MA to form the MA reportable segment and Copal Amba’s revenue is reported in the PS LOB.
In the fourth quarter of 2014, pursuant to the acquisition of ICRA, Moody’s realigned certain components of its reportable segments to better align with the current management structure of the Company. The effect of this realignment was to combine non-ratings ICRA operations with certain immaterial research and fixed income pricing operations in the Asia-Pacific region that were previously reported in the RD&A LOB of MA. All of these operations are managed by MIS and their revenue is now reported in the new MIS Other LOB. All operating expenses from these operations are reported in the MIS reportable segment. The impact of this realignment did not have a significant impact on previously reported results for the reportable segments and all prior year comparative periods have been restated to reflect this realignment.
The MIS segment now consists of five lines of business. The corporate finance, structured finance, financial institutions and public, project and infrastructure finance LOBs generate revenue principally from fees for the assignment and ongoing monitoring of credit ratings on debt obligations and the entities that issue such obligations in markets worldwide. The MIS Other LOB primarily consists of the distribution of research and fixed income pricing services in the Asia-Pacific region as well as ICRA non-ratings revenue.
The MA segment develops a wide range of products and services that support the risk management activities of institutional participants in global financial markets. The MA segment consists of three lines of business – RD&A, ERS and PS.
In December 2013, a subsidiary of the Company acquired Amba, a provider of investment research and quantitative analytics for global financial institutions. Amba is part of the MA reportable segment and its revenue in included in the PS LOB. In June 2014, a subsidiary of the Company acquired ICRA Limited, a leading provider of credit ratings and research in India. ICRA is part of the MIS reportable segment and its revenue is included in the respective MIS LOBs. In July 2014, a subsidiary of the Company acquired WebEquity, a leading provider of cloud-based loan origination solutions for financial institutions. WebEquity is part of the MA reportable segment and its revenue is included in the ERS LOB. In October 2014, the Company acquired Lewtan, a leading provider of analytical tools and data for the global structured finance market. Lewtan is part of the MA reportable segment and its revenue is included in the RD&A LOB.
Revenue for MIS and expenses for MA include an intersegment royalty charged to MA for the rights to use and distribute content, data and products developed by MIS. The royalty rate charged by MIS approximates the fair value of the aforementioned content, data and products and is generally based on comparable market transactions. Also, revenue for MA and expenses for MIS include an intersegment fee charged to MIS from MA for certain MA products and services utilized in MIS’s ratings process. These fees charged by MA are generally equal to the costs incurred by MA to produce these products and services. Additionally, overhead costs and corporate expenses of the Company which exclusively benefit only one segment, are fully charged to that segment. Overhead costs and corporate expenses of the Company which benefit both segments are allocated to each segment based on a revenue-split methodology. Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human resources and information technology. “Eliminations” in the table below represent intersegment revenue/expense
Moody’s does not report the Company’s assets by reportable segment as this metric is not used by the chief operating decision maker to allocate resources to the segments. Consequently, it is not practical to show assets by reportable segment.
FINANCIAL INFORMATION BY SEGMENT:
The table below shows revenue, Adjusted Operating Income and operating income by reportable segment. Adjusted Operating Income is a financial metric utilized by the Company’s chief operating decision maker to assess the profitability of each reportable segment.
Year Ended December 31, | ||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
MIS | MA | Eliminations | Consolidated | MIS | MA | Eliminations | Consolidated | |||||||||||||||||||
Revenue | $ | 2,353.4 | $ | 1,081.8 | $ | (100.9) | $ | 3,334.3 | $ | 2,150.2 | $ | 913.3 | $ | (91.0) | $ | 2,972.5 | ||||||||||
Operating, SG&A | 1,076.2 | 824.3 | (100.9) | 1,799.6 | 1,034.0 | 701.5 | (91.0) | 1,644.5 | ||||||||||||||||||
Adjusted Operating Income | 1,277.2 | 257.5 | - | 1,534.7 | 1,116.2 | 211.8 | - | 1,328.0 | ||||||||||||||||||
Depreciation and amortization | 49.4 | 46.2 | - | 95.6 | 46.7 | 46.7 | - | 93.4 | ||||||||||||||||||
Operating income | $ | 1,227.8 | $ | 211.3 | $ | - | $ | 1,439.1 | $ | 1,069.5 | $ | 165.1 | $ | - | $ | 1,234.6 | ||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2012 | ||||||||||||||||||||||||||
MIS | MA | Eliminations | Consolidated | |||||||||||||||||||||||
Revenue | $ | 1,968.8 | $ | 844.9 | $ | (83.4) | $ | 2,730.3 | ||||||||||||||||||
Operating, SG&A | 976.3 | 654.3 | (83.4) | 1,547.2 | ||||||||||||||||||||||
Adjusted Operating Income | 992.5 | 190.6 | - | 1,183.1 | ||||||||||||||||||||||
Depreciation and amortization | 44.4 | 49.1 | - | 93.5 | ||||||||||||||||||||||
Goodwill impairment charge | - | 12.2 | - | 12.2 | ||||||||||||||||||||||
Operating income | $ | 948.1 | $ | 129.3 | $ | - | $ | 1,077.4 |
MIS AND MA REVENUE BY LINE OF BUSINESS
The tables below present revenue by LOB:
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
MIS: | |||||||||
Corporate finance (CFG) | $ | 1,109.3 | $ | 996.8 | $ | 857.6 | |||
Structured finance (SFG) | 426.5 | 382.5 | 381.0 | ||||||
Financial institutions (FIG) | 354.7 | 338.8 | 325.5 | ||||||
Public, project and infrastructure finance (PPIF) | 357.3 | 341.3 | 322.7 | ||||||
Total ratings revenue | 2,247.8 | 2,059.4 | 1,886.8 | ||||||
MIS Other | 18.0 | 12.2 | 10.5 | ||||||
Total external revenue | 2,265.8 | 2,071.6 | 1,897.3 | ||||||
Intersegment royalty | 87.6 | 78.6 | 71.5 | ||||||
Total | 2,353.4 | 2,150.2 | 1,968.8 | ||||||
MA: | |||||||||
Research, data and analytics (RD&A) | 571.8 | 519.8 | 482.7 | ||||||
Enterprise risk solutions (ERS) | 328.5 | 262.5 | 242.6 | ||||||
Professional services (PS) | 168.2 | 118.6 | 107.7 | ||||||
Total external revenue | 1,068.5 | 900.9 | 833.0 | ||||||
Intersegment revenue | 13.3 | 12.4 | 11.9 | ||||||
Total | 1,081.8 | 913.3 | 844.9 | ||||||
Eliminations | (100.9) | (91.0) | (83.4) | ||||||
Total MCO | $ | 3,334.3 | $ | 2,972.5 | $ | 2,730.3 |
CONSOLIDATED REVENUE AND LONG-LIVED ASSETS INFORMATION BY GEOGRAPHIC AREA
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Revenue: | |||||||||
U.S. | $ | 1,814.5 | $ | 1,626.5 | $ | 1,472.4 | |||
International: | |||||||||
EMEA | 952.8 | 862.8 | 800.2 | ||||||
Asia-Pacific | 338.3 | 286.1 | 266.5 | ||||||
Americas | 228.7 | 197.1 | 191.2 | ||||||
Total International | 1,519.8 | 1,346.0 | 1,257.9 | ||||||
Total | $ | 3,334.3 | $ | 2,972.5 | $ | 2,730.3 | |||
Long-lived assets at December 31: | |||||||||
United States | $ | 657.6 | $ | 552.3 | $ | 498.4 | |||
International | 1,011.3 | 613.2 | 672.3 | ||||||
Total | $ | 1,668.9 | $ | 1,165.5 | $ | 1,170.7 |
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NOTE 20 VALUATION AND QUALIFYING ACCOUNTS
Accounts receivable allowances primarily represent adjustments to customer billings that are estimated when the related revenue is recognized and also represents an estimate for uncollectible accounts. The valuation allowance on deferred tax assets relates to foreign net operating losses for which realization is uncertain. Below is a summary of activity for both allowances:
Year Ended December 31, | Balance at Beginning of the Year | Additions | Write-offs and Adjustments | Balance at End of the Year | |||||||||
2014 | |||||||||||||
Accounts receivable allowance | $ | (28.9) | $ | (54.9) | $ | 54.4 | $ | (29.4) | |||||
Deferred tax assets - valuation allowance | $ | (8.4) | $ | (0.1) | $ | 1.6 | $ | (6.9) | |||||
2013 | |||||||||||||
Accounts receivable allowance | $ | (29.1) | $ | (44.5) | $ | 44.7 | $ | (28.9) | |||||
Deferred tax assets - valuation allowance | $ | (15.2) | $ | (0.1) | $ | 6.9 | $ | (8.4) | |||||
2012 | |||||||||||||
Accounts receivable allowance | $ | (28.0) | $ | (44.3) | $ | 43.2 | $ | (29.1) | |||||
Deferred tax assets - valuation allowance | $ | (13.9) | $ | (3.1) | $ | 1.8 | $ | (15.2) |
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NOTE 21 OTHER NON-OPERATING INCOME (EXPENSE), NET
The following table summarizes the components of other non-operating income (expense), net as presented in the consolidated statements of operations:
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
FX gain(loss) (a) | $ | 20.3 | $ | - | $ | (5.9) | |||
Legacy Tax (b) | 6.4 | 19.2 | 12.8 | ||||||
Joint venture income | 9.6 | 8.8 | 4.8 | ||||||
Other | (0.4) | (1.5) | (1.3) | ||||||
Total | $ | 35.9 | $ | 26.5 | $ | 10.4 | |||
(a) The FX gain in 2014 reflects the strengthening of the U.S. dollar to the euro and GBP for certain U.S. dollar denominated assets held by the Company's international subsidiaries.(b) The 2014 amount relate to the expiration of a statute of limitations for a Legacy Tax Matter. The 2013 amount represents a reversal relating to favorable resolution of a Legacy Tax Matter for the 2007-2009 tax years. The 2012 amount represents a reversal of a liability relating to the favorable resolution of a Legacy Tax Matter for the 2005 and 2006 tax years. |
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NOTE 22 RELATED PARTY TRANSACTIONS
Moody’s Corporation made grants of $4 million, $8 million and $10 million to The Moody’s Foundation during the years ended December 31, 2014, 2013 and 2012, respectively. The Foundation carries out philanthropic activities primarily in the areas of education and health and human services. Certain members of Moody’s senior management are on the board of the Foundation.
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NOTE 23 QUARTERLY FINANCIAL DATA (UNAUDITED)
Three Months Ended | |||||||||||||
(amounts in millions, except EPS) | March 31 | June 30 | September 30 | December 31 | |||||||||
2014 | |||||||||||||
Revenue | $ | 767.2 | $ | 873.5 | $ | 816.1 | $ | 877.5 | |||||
Operating Income | $ | 333.0 | $ | 411.7 | $ | 349.7 | $ | 344.7 | |||||
Net income attributable to Moody's | $ | 218.0 | $ | 319.2 | $ | 215.2 | $ | 236.3 | |||||
EPS: | |||||||||||||
Basic | $ | 1.02 | $ | 1.51 | $ | 1.02 | $ | 1.14 | |||||
Diluted | $ | 1.00 | $ | 1.48 | $ | 1.00 | $ | 1.12 | |||||
2013 | |||||||||||||
Revenue | $ | 731.8 | $ | 756.0 | $ | 705.5 | $ | 779.2 | |||||
Operating income | $ | 280.4 | $ | 350.8 | $ | 291.5 | $ | 311.9 | |||||
Net income attributable to Moody's | $ | 188.4 | $ | 225.5 | $ | 183.9 | $ | 206.7 | |||||
EPS: | |||||||||||||
Basic | $ | 0.84 | $ | 1.01 | $ | 0.84 | $ | 0.96 | |||||
Diluted | $ | 0.83 | $ | 1.00 | $ | 0.83 | $ | 0.94 |
Basic and diluted EPS are computed for each of the periods presented. The number of weighted average shares outstanding changes as common shares are issued pursuant to employee stock-based compensation plans and for other purposes or as shares are repurchased. Therefore, the sum of basic and diluted EPS for each of the four quarters may not equal the full year basic and diluted EPS.
Additionally, the quarterly financial data includes the ICRA Gain in the three months ended June 30, 2014. There were benefits of $6.4 million and $21.3 million to net income related to the resolution of Legacy Tax Matters for the three months ended September 30, 2014 and December 31, 2013, respectively. There was a $0.14 share charge in the first quarter of 2013 related to the settlement of litigation matters more fully discussed in Note 18.
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Basis of Consolidation
The consolidated financial statements include those of Moody’s Corporation and its majority- and wholly-owned subsidiaries. The effects of all intercompany transactions have been eliminated. Investments in companies for which the Company has significant influence over operating and financial policies but not a controlling interest are accounted for on an equity basis whereby the Company records its proportional share of the investment’s net income or loss as part of other non-operating income (expense), net and any dividends received reduce the carrying amount of the investment. The Company applies the guidelines set forth in Topic 810 of the ASC in assessing its interests in variable interest entities to decide whether to consolidate that entity. The Company has reviewed the potential variable interest entities and determined that there are no consolidation requirements under Topic 810 of the ASC. The Company consolidates its ICRA subsidiaries on a three month lag.
Cash and Cash Equivalents
Cash equivalents principally consist of investments in money market mutual funds and money market deposit accounts as well as high-grade commercial paper and certificates of deposit with maturities of three months or less when purchased.
Short-term Investments
Short-term investments are securities with maturities greater than 90 days at the time of purchase that are available for operations in the next twelve months. The Company’s short-term investments primarily consist of certificates of deposit and their cost approximates fair value due to the short-term nature of the instruments. Interest and dividends on these investments are recorded into income when earned.
Property and Equipment
Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives. Expenditures for maintenance and repairs that do not extend the economic useful life of the related assets are charged to expense as incurred.
Research and Development Costs
All research and development costs are expensed as incurred. These costs primarily reflect the development of credit processing software and quantitative credit risk assessment products sold by the MA segment.
Research and development costs were $37.9 million, $22.8 million, and $16.1 million for the years ended December 31, 2014, 2013 and 2012, respectively, and are included in operating expenses within the Company’s consolidated statements of operations. These costs generally consist of professional services provided by third parties and compensation costs of employees.
Costs for internally developed computer software that will be sold, leased or otherwise marketed are capitalized when technological feasibility has been established. These costs primarily relate to the development or enhancement of products in the ERS business and generally consist of professional services provided by third parties and compensation costs of employees that develop the software. Judgment is required in determining when technological feasibility of a product is established and the Company believes that technological feasibility for its software products is reached after all high-risk development issues have been resolved through coding and testing. Generally, this occurs shortly before the products are released to customers. Accordingly, costs for internally developed computer software that will be sold, leased or otherwise marketed that were eligible for capitalization under Topic 985 of the ASC as well as the related amortization expense related to such costs were immaterial for the years ended December 31, 2014, 2013 and 2012.
Computer Software Developed or Obtained for Internal Use
The Company capitalizes costs related to software developed or obtained for internal use. These assets, included in property and equipment in the consolidated balance sheets, relate to the Company’s accounting, product delivery and other systems. Such costs generally consist of direct costs for third-party license fees, professional services provided by third parties and employee compensation, in each case incurred either during the application development stage or in connection with upgrades and enhancements that increase functionality. Such costs are depreciated over their estimated useful lives on a straight-line basis. Costs incurred during the preliminary project stage of development as well as maintenance costs are expensed as incurred.
Long-Lived Assets, Including Goodwill and Other Acquired Intangible Assets
Moody’s evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment or one level below an operating segment, annually as of July 31 or more frequently if impairment indicators arise in accordance with ASC Topic 350.
The Company evaluates the recoverability of goodwill using a three-step impairment test approach at the reporting unit level. In the first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made that, based on the qualitative factors, an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company must perform a third step of the impairment test to determine the implied fair value of the reporting unit’s goodwill. The implied fair value of the goodwill is determined based on the difference between the fair value of the reporting unit and the net fair value of the identifiable assets and liabilities of the reporting unit. If the implied fair value of the goodwill is less than its carrying value, the difference is recognized as an impairment charge. For the reporting units where the Company is consistently able to conclude that an impairment does not exist using only a qualitative approach, the Company’s accounting policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years. Goodwill is assigned to a reporting unit at the date when an acquisition is integrated into one of the established reporting units, and is based on which reporting unit is expected to benefit from the synergies of the acquisition.
For purposes of assessing the recoverability of goodwill, the Company has six reporting units at December 31, 2014: two within the Company’s ratings business (one for the newly acquired ICRA business and one that encompasses all of Moody’s other ratings operations) and four reporting units within MA: RD&A, ERS, Financial Services Training and Certifications and Copal Amba. The RD&A reporting unit encompasses the distribution of investor-oriented research and data developed by MIS as part of its ratings process, in-depth research on major debt issuers, industry studies, economic research and commentary on topical events and credit analytic tools. The ERS reporting unit consists of credit risk management and compliance software that is sold on a license or subscription basis as well as related advisory services for implementation and maintenance. The FSTC reporting unit consists of the portion of the MA business that offers both credit training as well as other professional development training and certification services. The Copal Amba reporting unit consists of outsourced research and analytical services.
Amortizable intangible assets are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Rent Expense
The Company records rent expense on a straight-line basis over the life of the lease. In cases where there is a free rent period or future fixed rent escalations the Company will record a deferred rent liability. Additionally, the receipt of any lease incentives will be recorded as a deferred rent liability which will be amortized over the lease term as a reduction of rent expense.
Stock-Based Compensation
The Company records compensation expense for all share-based payment award transactions granted to employees based on the fair value of the equity instrument at the time of grant. This includes shares issued under stock option and restricted stock plans. The Company has also established a pool of additional paid-in capital related to the tax effects of employee share-based compensation, which is available to absorb any recognized tax shortfalls.
Derivative Instruments and Hedging Activities
Based on the Company’s risk management policy, from time to time the Company may use derivative financial instruments to reduce exposure to changes in foreign exchange rates and interest rates. The Company does not enter into derivative financial instruments for speculative purposes. All derivative financial instruments are recorded on the balance sheet at their respective fair values. The changes in the value of derivatives that qualify as fair value hedges are recorded with a corresponding adjustment to the carrying value of the item being hedged. Changes in the derivative’s fair value that qualify as cash flow hedges are recorded to other comprehensive income or loss, to the extent the hedge is effective, and such amounts are reclassified from accumulated other comprehensive income or loss to earnings in the same period or periods during which the hedged transaction affects income. Changes in the derivative’s fair value that qualify as net investment hedges are recorded to other comprehensive income or loss, to the extent the hedge is effective. Any changes in the fair value of derivatives that the Company does not designate as hedging instruments under Topic 815 of the ASC are recorded in the consolidated statements of operations in the period in which they occur.
Revenue Recognition
Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or the services have been provided and accepted by the customer when applicable, fees are determinable and the collection of resulting receivables is considered probable.
Pursuant to ASC Topic 605, when a sales arrangement contains multiple deliverables, the Company allocates revenue to each deliverable based on its relative selling price which is determined based on its vendor specific objective evidence if available, third party evidence if VSOE is not available, or estimated selling price if neither VSOE nor TPE is available.
The Company’s products and services will generally qualify as separate units of accounting under ASC Topic 605. The Company evaluates each deliverable in an arrangement to determine whether it represents a separate unit of accounting. A deliverable constitutes a separate unit of accounting when it has stand-alone value to the customers and if the arrangement includes a customer refund or return right relative to the delivered item and the delivery and performance of the undelivered item is considered probable and substantially in the Company’s control. In instances where the aforementioned criteria are not met, the deliverable is combined with the undelivered items and revenue recognition is determined as one single unit.
The Company determines whether its selling price in a multi-element transaction meets the VSOE criteria by using the price charged for a deliverable when sold separately. In instances where the Company is not able to establish VSOE for all deliverables in a multiple element arrangement, which may be due to the Company infrequently selling each element separately, not selling products within a reasonably narrow price range, or only having a limited sales history, the Company attempts to establish TPE for deliverables. The Company determines whether TPE exists by evaluating largely similar and interchangeable competitor products or services in standalone sales to similarly situated customers. However, due to the difficulty in obtaining third party pricing, possible differences in its market strategy from that of its peers and the potential that products and services offered by the Company may contain a significant level of differentiation and/or customization such that the comparable pricing of products with similar functionality cannot be obtained, the Company generally is unable to reliably determine TPE. Based on the selling price hierarchy established by ASC Topic 605, when the Company is unable to establish selling price using VSOE or TPE, the Company will establish an ESP. ESP is the price at which the Company would transact a sale if the product or service were sold on a stand-alone basis. The Company establishes its best estimate of ESP considering internal factors relevant to is pricing practices such as costs and margin objectives, standalone sales prices of similar products, percentage of the fee charged for a primary product or service relative to a related product or service, and customer segment and geography. Additional consideration is also given to market conditions such as competitor pricing strategies and market trend. The Company reviews its determination of VSOE, TPE and ESP on an annual basis or more frequently as needed.
In the MIS segment, revenue attributed to initial ratings of issued securities is recognized when the rating is issued. Revenue attributed to monitoring of issuers or issued securities is recognized ratably over the period in which the monitoring is performed, generally one year. In the case of commercial mortgage-backed securities, structured credit, international residential mortgage-backed and asset-backed securities, issuers can elect to pay the monitoring fees upfront. These fees are deferred and recognized over the future monitoring periods based on the expected lives of the rated securities, which was approximately 28 years on a weighted average basis at December 31, 2014. At December 31, 2014, 2013 and 2012, deferred revenue related to these securities was approximately $107 million, $97 million, and $82 million.
Multiple element revenue arrangements in the MIS segment are generally comprised of an initial rating and the related monitoring service. In instances where monitoring fees are not charged for the first year monitoring effort, fees are allocated to the initial rating and monitoring services based on the relative selling price of each service to the total arrangement fees. The Company generally uses ESP in determining the selling price for its initial ratings as the Company rarely sells initial ratings separately without providing related monitoring services and thus is unable to establish VSOE or TPE for initial ratings.
MIS estimates revenue for ratings of commercial paper for which, in addition to a fixed annual monitoring fee, issuers are billed quarterly based on amounts outstanding. Revenue is accrued each quarter based on estimated amounts outstanding and is billed when actual data is available. The estimate is determined based on the issuers’ most recent reported quarterly data. At December 31, 2014, 2013 and 2012, accounts receivable included approximately $22 million, $21 million, and $22 million, respectively, related to accrued commercial paper revenue. Historically, MIS has not had material differences between the estimated revenue and the actual billings. Furthermore, for certain annual monitoring services, fees are not invoiced until the end of the annual monitoring period and revenue is accrued ratably over the monitoring period.
In the MA segment, products and services offered by the Company include software licenses and related maintenance, subscriptions, and professional services. Revenue from subscription based products, such as research and data subscriptions and certain software-based credit risk management subscription products, is recognized ratably over the related subscription period, which is principally one year. Revenue from sale of perpetual licenses of credit processing software is generally recognized at the time the product master or first copy is delivered or transferred to and accepted by the customer. If uncertainty exists regarding customer acceptance of the product or service, revenue is not recognized until acceptance occurs. Software maintenance revenue is recognized ratably over the annual maintenance period. Revenue from professional services rendered is generally recognized as the services are performed. A large portion of annual research and data subscriptions and annual software maintenance are invoiced in the months of November, December and January.
Products and services offered within the MA segment are sold either stand-alone or together in various combinations. In instances where a multiple element arrangement includes software and non-software deliverables, revenue is allocated to the non-software deliverables and to the software deliverables, as a group, using the relative selling prices of each of the deliverables in the arrangement based on the aforementioned selling price hierarchy. Revenue is recognized for each element based upon the conditions for revenue recognition noted above.
If the arrangement contains more than one software deliverable, the arrangement consideration allocated to the software deliverables as a group is allocated to each software deliverable using VSOE. In the instances where the Company is not able to determine VSOE for all of the deliverables of an arrangement, the Company allocates the revenue to the undelivered elements equal to its VSOE and the residual revenue to the delivered elements. If the Company is unable to determine VSOE for an undelivered element, the Company defers all revenue allocated to the software deliverables until the Company has delivered all of the elements or when VSOE has been determined for the undelivered elements. In cases where software implementation services are considered essential and VSOE of fair value exists for post-contract customer support (“PCS”), once the delivery criteria has been met on the standard software, license and service revenue is recognized on a percentage-of-completion basis as implementation services are performed, while PCS is recognized over the coverage period. If VSOE of fair value does not exist for PCS, once the delivery criteria has been met on the standard software, service revenue is recognized on a zero profit margin basis until essential services are complete, at which point total remaining arrangement revenue is then spread ratably over the remaining PCS coverage period.
Accounts Receivable Allowances
Moody’s records an allowance for estimated future adjustments to customer billings as a reduction of revenue, based on historical experience and current conditions. Such amounts are reflected as additions to the accounts receivable allowance. Additionally, estimates of uncollectible accounts are recorded as bad debt expense and are reflected as additions to the accounts receivable allowance. Actual billing adjustments and uncollectible account write-offs are recorded against the allowance. Moody’s evaluates its accounts receivable allowance by reviewing and assessing historical collection and adjustment experience and the current status of customer accounts. Moody’s also considers the economic environment of the customers, both from an industry and geographic perspective, in evaluating the need for allowances. Based on its analysis, Moody’s adjusts its allowance as considered appropriate in the circumstances.
Contingencies
Moody’s is involved in legal and tax proceedings, governmental investigations and inquiries, claims and litigation that are incidental to the Company’s business, including claims based on ratings assigned by MIS. Moody’s is also subject to ongoing tax audits in the normal course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. Moody’s discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.
For claims, litigation and proceedings and governmental investigations and inquires not related to income taxes, where it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated, the Company records liabilities in the consolidated financial statements and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In other instances, because of uncertainties related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if significant. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. In view of the inherent difficulty of predicting the outcome of litigation, regulatory, governmental investigations and inquiries, enforcement and similar matters , particularly where the claimants seek large or indeterminate damages or where the parties assert novel legal theories or the matters involve a large number of parties, the Company cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also cannot predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition. However, in light of the large or indeterminate damages sought in some of them, the absence of similar court rulings on the theories of law asserted and uncertainties regarding apportionment of any potential damages, an estimate of the range of possible losses cannot be made at this time.
The Company’s wholly-owned insurance subsidiary insures the Company against certain risks including but not limited to deductibles for worker’s compensation, employment practices litigation and employee medical claims and terrorism, for which the claims are not material to the Company. In addition, for claim years 2008 and 2009, the insurance subsidiary insured the Company for defense costs related to professional liability claims. For matters insured by the Company’s insurance subsidiary, Moody’s records liabilities based on the estimated total claims expected to be paid and total projected costs to defend a claim through its anticipated conclusion. The Company determines liabilities based on an assessment of management’s best estimate of claims to be paid and legal defense costs as well as actuarially determined estimates. The Cheyne SIV and Rhinebridge SIV matters more fully discussed in Note 18 are both cases from the 2008/2009 claims period, and accordingly defense costs for these matters are covered by the Company’s insurance subsidiary. Defense costs for matters not self-insured by the Company’s wholly-owned insurance subsidiary are expensed as services are provided.
For income tax matters, the Company employs the prescribed methodology of Topic 740 of the ASC which requires a company to first determine whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority
Operating Expenses
Operating expenses include costs associated with the development and production of the Company’s products and services and their delivery to customers. These expenses principally include employee compensation and benefits and travel costs that are incurred in connection with these activities. Operating expenses are charged to income as incurred, except for certain costs related to software implementation services which are deferred until related revenue is recognized. Additionally, certain costs incurred to develop internal use software are capitalized and depreciated over their estimated useful life.
Selling, General and Administrative Expenses
SG&A expenses include such items as compensation and benefits for corporate officers and staff and compensation and other expenses related to sales of products. They also include items such as office rent, business insurance, professional fees and gains and losses from sales and disposals of assets. SG&A expenses are charged to income as incurred, except for certain expenses incurred to develop internal use software are capitalized and depreciated over their estimated useful life.
Redeemable Noncontrolling Interest
The Company records its redeemable noncontrolling interest at fair value on the date of the related business combination transaction. The redeemable noncontrolling interest represents noncontrolling shareholders’ interest in entities which are controlled but not wholly-owned by Moody’s and for which Moody’s obligation to redeem the minority shareholders’ interest is governed by a put/call relationship. Subsequent to the initial measurement, the redeemable noncontrolling interest is recorded at the greater of its redemption value or its carrying value at the end of each reporting period. If the redeemable noncontrolling interest is carried at its redemption value, the difference between the redemption value and the carrying value would be adjusted through capital surplus at the end of each reporting period. The Company also performs a quarterly assessment to determine if the aforementioned redemption value exceeds the fair value of the redeemable noncontrolling interest. If the redemption value of the redeemable noncontrolling interest were to exceed its fair value, the excess would reduce the net income attributable to Moody’s shareholders. The Company settled its redeemable noncontrolling interest in the fourth quarter of 2014 by exercising its call option to acquire the remaining share of Copal Amba that it did not previously own.
Foreign Currency Translation
For all operations outside the U.S. where the Company has designated the local currency as the functional currency, assets and liabilities are translated into U.S. dollars using end of year exchange rates, and revenue and expenses are translated using average exchange rates for the year. For these foreign operations, currency translation adjustments are accumulated in a separate component of shareholders’ equity.
Income Taxes
The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740. Therefore, income tax expense is based on reported income before income taxes and deferred income taxes reflect the effect of temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes.
The Company classifies interest related to unrecognized tax benefits as a component of interest expense in its consolidated statements of operations. Penalties are recognized in other non-operating expenses. For UTPs, the Company first determines whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
For certain of its non-U.S. subsidiaries, the Company has deemed the undistributed earnings relating to these subsidiaries to be indefinitely reinvested within its foreign operations. Accordingly, the Company has not provided deferred income taxes on these indefinitely reinvested earnings. It is not practicable to determine the amount of deferred taxes that might be required to be provided if such earnings were distributed in the future due to complexities in the tax laws and in the hypothetical calculations that would have to be made.
Fair Value of Financial Instruments
The Company’s financial instruments include cash, cash equivalents, trade receivables and payables, all of which are short-term in nature and, accordingly, approximate fair value. Additionally, the Company invests in certain short-term investments consisting primarily of certificates of deposit that are carried at cost, which approximates fair value due to their short-term maturities.
The Company also has certain investments in closed-ended and open-ended mutual funds in India which are designated as ‘available for sale’ under Topic 320 of the ASC. Accordingly, unrealized gains and losses on these investments are recorded to other comprehensive income and are reclassified out of accumulated other comprehensive income to the statement of operations when the investment matures or is sold using a specific identification method.
Also, the Company uses derivative instruments, as further described in Note 5, to manage certain financial exposures that occur in the normal course of business. These derivative instruments are carried at fair value on the Company’s consolidated balance sheets.
The Company also is subject to contingent consideration obligations related to certain of its acquisitions as more fully discussed in Note 9. These obligations are carried at their estimated fair value within the Company’s consolidated balance sheets.
Fair value is defined by the ASC as the price that would be received from selling an asset or paid to transfer a liability (i.e., an exit price) in an orderly transaction between market participants at the measurement date. The determination of this fair value is based on the principal or most advantageous market in which the Company could commence transactions and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. Also, determination of fair value assumes that market participants will consider the highest and best use of the asset.
The ASC establishes a fair value hierarchy whereby the inputs contained in valuation techniques used to measure fair value are categorized into three broad levels as follows:
Level 1 : quoted market prices in active markets that the reporting entity has the ability to access at the date of the fair value measurement;
Level 2 : inputs other than quoted market prices described in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;
Level 3 : unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement of the assets or liabilities.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentration of credit risk principally consist of cash and cash equivalents, short-term investments, trade receivables and derivatives.
The Company manages its credit risk exposure by allocating its cash equivalents among various money market mutual funds, money market deposit accounts, certificates of deposits and high- grade commercial paper. Short-term investments primarily consist of certificates of deposit as of December 31, 2014 and 2013. The Company manages its credit risk exposure on cash equivalents and short-term investments by limiting the amount it can invest with any single entity. No customer accounted for 10% or more of accounts receivable at December 31, 2014 or 2013.
Earnings per Share of Common Stock
Basic shares outstanding is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted shares outstanding is calculated giving effect to all potentially dilutive common shares, assuming that such shares were outstanding during the reporting period.
Pension and Other Retirement Benefits
Moody’s maintains various noncontributory DBPPs as well as other contributory and noncontributory retirement plans. The expense and assets/liabilities that the Company reports for its pension and other retirement benefits are dependent on many assumptions concerning the outcome of future events and circumstances. These assumptions represent the Company’s best estimates and may vary by plan. The differences between the assumptions for the expected long-term rate of return on plan assets and actual experience is spread over a five-year period to the market related value of plan assets which is used in determining the expected return on assets component of annual pension expense. All other actuarial gains and losses are generally deferred and amortized over the estimated average future working life of active plan participants.
The Company recognizes as an asset or liability in its consolidated balance sheet the funded status of its defined benefit retirement plans, measured on a plan-by-plan basis. Changes in the funded status due to actuarial gains/losses are recorded as part of other comprehensive income during the period the changes occur.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates. Estimates are used for, but not limited to, revenue recognition, accounts receivable allowances, income taxes, contingencies, valuation of long-lived and intangible assets, goodwill, pension and other retirement benefits, stock-based compensation, and depreciable lives for property and equipment and computer software.
Recently Issued Accounting Pronouncements
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”. This ASU outlines a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. This ASU is effective for annual and interim reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company is currently evaluating its adoption options and the impact that adoption of this update will have on its consolidated financial statements. Currently, the Company believes this ASU will have an impact on: i) the capitalization of certain contract implementation costs for its ERS business; ii) the accounting for certain ratings monitoring fees received in advance of service being rendered; iii) the accounting for certain license and maintenance revenue in MA; iv) the accounting for certain ERS revenue arrangements where VSOE is not available and v) the accounting for contract acquisition costs.
In June 2014, the FASB issued ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” This ASU clarifies the current accounting guidance for entities that issue share-based payment awards that require a specific performance target be achieved for employees to become eligible to vest in the awards, which may occur subsequent to a required service period. The current accounting guidance does not explicitly address how to account for these types of award. The ASU provides explicit guidance and clarifies that these types of performance targets should be treated as performance conditions, and accordingly should not be reflected in the determination of the grant-date fair value of the awards. This ASU is effective for all annual periods and interim reporting periods beginning after December 15, 2015, with early adoption permitted. The Company currently accounts for transactions involving stock-based compensation awards with performance conditions in accordance with the provisions set forth in this ASU. Accordingly, the adoption of this update will not have an impact on the Company’s consolidated financial statements.
Comprehensive Income
Comprehensive income represents the change in net assets of a business enterprise during a period due to transactions and other events and circumstances from non-owner sources including foreign currency translation impacts, net actuarial losses and net prior service costs related to pension and other retirement plans, gains and losses on derivative instruments and unrealized gains and losses on securities designated as ‘available-for-sale’ under Topic 320 of the ASC.
Short-term Investments
Short-term investments are securities with maturities greater than 90 days at the time of purchase that are available for operations in the next twelve months. The Company’s short-term investments primarily consist of certificates of deposit and their cost approximates fair value due to the short-term nature of the instruments. Interest and dividends on these investments are recorded into income when earned.
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2014 | 2013 | 2012 | |||||
Basic | 210.7 | 219.4 | 223.2 | ||||
Dilutive effect of shares issuable under stock-based compensation plans | 4.0 | 4.1 | 3.4 | ||||
Diluted | 214.7 | 223.5 | 226.6 | ||||
Antidilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above | 0.7 | 4.0 | 7.5 | ||||
|
Fair Value of Derivative Instruments | ||||||||||||
Balance Sheet Location | December 31, 2014 | December 31, 2013 | ||||||||||
Assets: | ||||||||||||
Derivatives designated as accounting hedges: | ||||||||||||
Interest rate swaps | Other assets | $ | 17.4 | $ | 10.3 | |||||||
FX forwards on net investment in certain foreign subsidiaries | Other current assets | 18.8 | 9.3 | |||||||||
Total derivatives designated as accounting hedges | 36.2 | 19.6 | ||||||||||
Derivatives not designated as accounting hedges: | ||||||||||||
FX forwards on certain assets and liabilities | Other current assets | 5.6 | 0.9 | |||||||||
Total | $ | 41.8 | $ | 20.5 | ||||||||
Liabilities: | ||||||||||||
Derivatives designated as accounting hedges: | ||||||||||||
FX forwards on net investment in certain foreign subsidiaries | Accounts payable and accrued liabilities | $ | - | $ | 1.0 | |||||||
Total derivatives designated as accounting hedges | - | 1.0 | ||||||||||
Derivatives not designated as accounting hedges: | ||||||||||||
FX forwards on certain assets and liabilities | Accounts payable and accrued liabilities | 2.1 | 0.7 | |||||||||
Total | $ | 2.1 | $ | 1.7 |
Amount of Gain (Loss) Recognized in consolidated statement of operations | |||||||
Year Ended December 31, | |||||||
Derivatives designated as accounting hedges | Location on Consolidated Statements of Operations | 2014 | 2013 | 2012 | |||
Interest rate swaps | Interest income (expense), net | $ | 11.7 | $ | 4.2 | $ | 3.6 |
Derivatives not designated as accounting hedges | |||||||
Foreign exchange forwards | Other non-operating (expense) income | $ | (2.0) | $ | 2.1 | $ | 0.9 |
December 31, | December 31, | ||||
2014 | 2013 | ||||
Notional amount of Currency Pair: | |||||
Contracts to sell euros for USD | € | 50.0 | € | 50.0 | |
Contracts to sell Japanese yen for USD | ¥ | 19,400 | ¥ | 19,700 |
Derivatives in Net Investment Hedging Relationships | Amount of Gain/(Loss), net of tax, Recognized in AOCI on Derivative (Effective Portion) | ||||||||
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
FX forwards | $ | 19.4 | $ | 3.7 | $ | (2.2) | |||
Total | $ | 19.4 | $ | 3.7 | $ | (2.2) |
Gains (Losses), net of tax | ||||||
December 31, 2014 | December 31, 2013 | |||||
FX forwards on net investment hedges | $ | 20.9 | $ | 1.5 |
December 31, | December 31, | |||||
2014 | 2013 | |||||
Notional amount of Currency Pair: | ||||||
Contracts to purchase USD with euros | $ | 38.5 | $ | 14.2 | ||
Contracts to sell USD for euros | $ | 51.1 | $ | 53.2 | ||
Contracts to purchase USD with GBP | $ | 0.2 | $ | - | ||
Contracts to purchase USD with other foreign currencies | $ | 1.2 | $ | - | ||
Contracts to purchase euros with other foreign currencies | € | 34.0 | € | 13.1 | ||
Contracts to purchase euros with GBP | € | 25.0 | € | 22.1 | ||
Contracts to sell euros for GBP | € | 38.2 | € | - |
|
December 31, | ||||||
2014 | 2013 | |||||
Office and computer equipment (3 - 10 year estimated useful life) | $ | 152.5 | $ | 129.7 | ||
Office furniture and fixtures (3 - 10 year estimated useful life) | 43.8 | 40.6 | ||||
Internal-use computer software (3 - 10 year estimated useful life) | 336.8 | 284.9 | ||||
Leasehold improvements and building (3 - 20 year estimated useful life) | 220.7 | 199.2 | ||||
Total property and equipment, at cost | 753.8 | 654.4 | ||||
Less: accumulated depreciation and amortization | (451.5) | (375.7) | ||||
Total property and equipment, net | $ | 302.3 | $ | 278.7 |
|
Current assets | $ | 23.7 | ||||
Property and equipment, net | 0.4 | |||||
Intangible assets: | ||||||
Trade name (7 year weighted average life) | $ | 3.3 | ||||
Client relationships (12 year weighted average life) | 26.7 | |||||
Other (3 year weighted average life) | 1.6 | |||||
Total intangible assets (11 year weighted average life) | 31.6 | |||||
Goodwill | 29.2 | |||||
Indemnification asset | 10.4 | |||||
Other assets | 2.0 | |||||
Liabilities assumed | (25.7) | |||||
Net assets acquired | $ | 71.6 |
Cash paid | $ | 67.3 |
Contingent consideration liability assumed | 4.3 | |
Total fair value of consideration transferred | $ | 71.6 |
Current assets | $ | 25.4 | |||
Property and equipment, net | 15.1 | ||||
Intangible assets: | |||||
Trade name (36 year weighted average life) | $ | 46.8 | |||
Client relationships (19 year weighted average life) | 33.8 | ||||
Other (17 year weighted average life)* | 18.3 | ||||
Total intangible assets (26 year weighted average life) | 98.9 | ||||
Goodwill | 296.7 | ||||
Other assets | 56.3 | ||||
Liabilities | (62.7) | ||||
Fair value of non-controlling interest assumed | (218.8) | ||||
Net assets acquired | $ | 210.9 | |||
* Primarily consists of acquired technical know-how and ratings methodologies |
Cash paid | $ | 86.0 | |||||
Fair value of equity interest in ICRA prior to obtaining a controlling interest | 124.9 | ||||||
Total consideration | $ | 210.9 | |||||
The cash paid in the table above was funded by using Moody's non-U.S. cash on hand. |
Current assets | $ | 3.0 | ||||
Property and equipment, net | 2.3 | |||||
Intangible assets: | ||||||
Client relationships (18 year weighted average life) | $ | 42.8 | ||||
Software (15 year weighted average life) | 11.5 | |||||
Trade name (4 year weighted average life) | 0.5 | |||||
Total intangible assets (17 year weighted average life) | 54.8 | |||||
Goodwill | 77.6 | |||||
Liabilities assumed | (7.2) | |||||
Net assets acquired | $ | 130.5 |
|
Year Ended December 31,2014 | |||||||||||||||||||||||||||
MIS | MA | Consolidated | |||||||||||||||||||||||||
Gross goodwill | Accumulated Impairment charge | Net goodwill | Gross goodwill | Accumulated Impairment charge | Net goodwill | Gross goodwill | Accumulated Impairment charge | Net goodwill | |||||||||||||||||||
Balance at beginning of year | $ | 11.4 | $ | - | $ | 11.4 | $ | 666.0 | $ | (12.2) | $ | 653.8 | $ | 677.4 | $ | (12.2) | $ | 665.2 | |||||||||
Additions/adjustments | 296.7 | - | 296.7 | 101.1 | - | 101.1 | 397.8 | - | 397.8 | ||||||||||||||||||
Foreign currency translation adjustments | (9.4) | - | (9.4) | (32.5) | - | (32.5) | (41.9) | - | (41.9) | ||||||||||||||||||
- | - | ||||||||||||||||||||||||||
Ending balance | $ | 298.7 | $ | - | $ | 298.7 | $ | 734.6 | $ | (12.2) | $ | 722.4 | $ | 1,033.3 | $ | (12.2) | $ | 1,021.1 | |||||||||
Year Ended December 31,2013 | |||||||||||||||||||||||||||
MIS | MA | Consolidated | |||||||||||||||||||||||||
Gross goodwill | Accumulated Impairment charge | Net goodwill | Gross goodwill | Accumulated Impairment charge | Net goodwill | Gross goodwill | Accumulated Impairment charge | Net goodwill | |||||||||||||||||||
Balance at beginning of year | $ | 11.5 | $ | - | $ | 11.5 | $ | 637.8 | $ | (12.2) | $ | 625.6 | $ | 649.3 | $ | (12.2) | $ | 637.1 | |||||||||
Additions/adjustments | - | - | - | 34.5 | - | 34.5 | 34.5 | - | 34.5 | ||||||||||||||||||
Foreign currency translation adjustments | (0.1) | - | (0.1) | (6.3) | - | (6.3) | (6.4) | - | (6.4) | ||||||||||||||||||
Ending balance | $ | 11.4 | $ | - | $ | 11.4 | $ | 666.0 | $ | (12.2) | $ | 653.8 | $ | 677.4 | $ | (12.2) | $ | 665.2 | |||||||||
December 31, | |||||||
2014 | 2013 | ||||||
Customer relationships | $ | 310.4 | $ | 237.4 | |||
Accumulated amortization | (98.1) | (86.6) | |||||
Net customer relationships | 212.3 | 150.8 | |||||
Trade secrets | 30.6 | 31.1 | |||||
Accumulated amortization | (20.9) | (18.5) | |||||
Net trade secrets | 9.7 | - | 12.6 | ||||
Software | 79.8 | 71.0 | |||||
Accumulated amortization | (43.0) | (38.8) | |||||
Net software | 36.8 | - | 32.2 | ||||
Trade names | 76.5 | 31.3 | |||||
Accumulated amortization | (13.3) | (11.7) | |||||
Net trade names | 63.2 | - | 19.6 | ||||
Other | 44.8 | 26.1 | |||||
Accumulated amortization | (21.3) | (19.7) | |||||
Net other | 23.5 | - | 6.4 | ||||
Total | $ | 345.5 | $ | 221.6 |
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Amortization expense | $ | 28.4 | $ | 28.0 | $ | 30.1 |
Year Ended December 31, | |||
2015 | $33.5 | ||
2016 | 31.7 | ||
2017 | 28.1 | ||
2018 | 22.4 | ||
2019 | 19.5 | ||
Thereafter | 210.3 |
|
Fair Value Measurement as of December 31, 2014 | ||||||||||||||
Description | Balance | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | ||||||||||||||
Derivatives (a) | $ | 41.8 | $ | - | $ | 41.8 | $ | - | ||||||
Money market mutual funds | 149.7 | 149.7 | - | - | ||||||||||
Fixed maturity and open ended mutual funds (b) | 48.0 | 48.0 | - | - | ||||||||||
Total | $ | 239.5 | $ | 197.7 | $ | 41.8 | $ | - | ||||||
Liabilities: | ||||||||||||||
Derivatives (a) | $ | 2.1 | $ | - | $ | 2.1 | $ | - | ||||||
Contingent consideration arising from acquisitions (c) | 2.1 | - | - | 2.1 | ||||||||||
Total | $ | 4.2 | $ | - | $ | 2.1 | $ | 2.1 | ||||||
Fair Value Measurement as of December 31, 2013 | ||||||||||||||
Description | Balance | Level 1 | Level 2 | Level 3 | ||||||||||
Assets: | ||||||||||||||
Derivatives (a) | $ | 20.5 | $ | - | $ | 20.5 | $ | - | ||||||
Money market mutual funds | 212.3 | 212.3 | - | - | ||||||||||
Total | $ | 232.8 | $ | 212.3 | $ | 20.5 | $ | - | ||||||
Liabilities: | ||||||||||||||
Derivatives (a) | $ | 1.7 | $ | - | $ | 1.7 | $ | - | ||||||
Contingent consideration arising from acquisitions (c) | 17.5 | - | - | 17.5 | ||||||||||
Total | $ | 19.2 | $ | - | $ | 1.7 | $ | 17.5 | ||||||
(a) Represents interest rate swaps and FX forwards on certain assets and liabilities as well as on certain non-U.S. dollar net investments in certain foreign subsidiaries more fully discussed in Note 5 to the financial statements | ||||||||||||||
(b) Represents investments in fixed maturity mutual funds and open ended mutual funds held by ICRA. The remaining contractual maturities for the fixed maturity instruments range from two months to 23 months | ||||||||||||||
(c) Represents contingent consideration liabilities pursuant to the agreements for certain acquisitions |
Changes in Contingent Consideration for Years Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Balance as of January 1 | $ | 17.5 | $ | 9.0 | $ | 9.1 | |||||||
Contingent consideration assumed in acquisition of Amba | - | 4.3 | - | ||||||||||
Contingent consideration payments | (16.5) | (2.5) | (0.5) | ||||||||||
Losses included in earnings | 1.3 | 6.9 | 0.1 | ||||||||||
Foreign currency translation adjustments | (0.2) | (0.2) | 0.3 | ||||||||||
Balance as of December 31 | $ | 2.1 | $ | 17.5 | $ | 9.0 |
|
December 31, | ||||||
2014 | 2013 | |||||
Other current assets: | ||||||
Prepaid taxes | $ | 65.4 | $ | 40.0 | ||
Prepaid expenses | 59.9 | 48.1 | ||||
Other | 47.2 | 26.3 | ||||
Total other current assets | $ | 172.5 | $ | 114.4 | ||
December 31, | ||||||
2014 | 2013 | |||||
Other assets: | ||||||
Investments in joint ventures | $ | 21.6 | $ | 37.5 | ||
Deposits for real-estate leases | 11.3 | 10.3 | ||||
Indemnification assets related to acquisitions | 23.5 | 27.0 | ||||
Fixed maturity and open-ended mutual funds | 48.0 | - | ||||
Other | 41.5 | 37.3 | ||||
Total other assets | $ | 145.9 | $ | 112.1 | ||
December 31, | ||||||
2014 | 2013 | |||||
Accounts payable and accrued liabilities: | ||||||
Salaries and benefits | $ | 86.5 | $ | 77.1 | ||
Incentive compensation | 155.2 | 135.9 | ||||
Profit sharing contribution | 9.3 | - | ||||
Customer credits, advanced payments and advanced billings | 17.0 | 21.7 | ||||
Self-insurance reserves | 21.5 | 27.6 | ||||
Dividends | 75.0 | 65.5 | ||||
Professional service fees | 47.0 | 32.9 | ||||
Interest accrued on debt | 45.0 | 36.3 | ||||
Accounts payable | 19.4 | 16.4 | ||||
Income taxes (see Note 14) | 16.1 | 47.5 | ||||
Pension and other retirement employee benefits (see Note 12) | 5.1 | 7.0 | ||||
Other | 60.5 | 71.0 | ||||
Total accounts payable and accrued liabilities | $ | 557.6 | $ | 538.9 | ||
December 31, | ||||||
2014 | 2013 | |||||
Other liabilities: | ||||||
Pension and other retirement employee benefits (see Note 12) | $ | 244.8 | $ | 164.0 | ||
Deferred rent-non-current portion | 104.2 | 106.3 | ||||
Interest accrued on UTPs | 20.8 | 18.0 | ||||
Legacy and other tax matters | 8.6 | 15.4 | ||||
Other | 52.5 | 56.5 | ||||
Total other liabilities | $ | 430.9 | $ | 360.2 |
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Redeemable Noncontrolling Interest | |||||||||
Balance January 1, | $ | 80.0 | $ | 72.3 | $ | 60.5 | |||
Adjustment due to right of offset for UTPs (1) | - | - | 6.8 | ||||||
Net earnings | 9.3 | 5.8 | 3.6 | ||||||
Dividends | (4.9) | (6.0) | (3.6) | ||||||
Redemption of noncontrolling interest | (183.8) | - | - | ||||||
FX translation | - | - | 1.6 | ||||||
Adjustment to redemption value (2) | 99.4 | 7.9 | 3.4 | ||||||
Balance December 31, | $ | - | $ | 80.0 | $ | 72.3 | |||
(1) Related to an adjustment for the right of offset pursuant to the Copal acquisition agreement whereby the amount due to the sellers under the put/call arrangement was reduced by the amount of UTPs that the Company may be required to pay(2) The adjustment to the redemption value in the year ended December 31, 2014 reflects the aforementioned revisions to the revenue and EBITDA multiples pursuant to the amendment of the put/call agreement which occurred contemporaneously with the acquisition of Amba coupled with growth in the Copal Amba reporting unit. These adjustments are recorded with a corresponding reduction to capital surplus. |
Year Ended December 31, 2014 | ||||||||||||||||
Gains/(losses) on Net Investment Hedges | Pension and Other Retirement Benefits | Foreign Currency Translation Adjustments | Gains on Available for Sale Securities | Total | ||||||||||||
Balance December 31, 2013 | $ | 1.5 | $ | (53.2) | $ | (2.9) | $ | - | $ | (54.6) | ||||||
Other comprehensive income/(loss) before reclassification | 19.4 | (56.7) | (153.1) | 1.0 | (189.4) | |||||||||||
Amounts reclassified from AOCI | - | 4.5 | 4.4 | (0.1) | 8.8 | |||||||||||
Other comprehensive income/(loss) | 19.4 | (52.2) | (148.7) | 0.9 | (180.6) | |||||||||||
Balance December 31, 2014 | $ | 20.9 | $ | (105.4) | $ | (151.6) | $ | 0.9 | $ | (235.2) | ||||||
Year Ended December 31, 2013 | ||||||||||||||||
Gains/(losses) on Cash Flow and Net Investment Hedges | Pension and Other Retirement Benefits | Foreign Currency Translation Adjustments | Gains on Available for Sale Securities | Total | ||||||||||||
Balance December 31, 2012 | $ | (2.9) | $ | (90.1) | $ | 10.9 | $ | - | $ | (82.1) | ||||||
Other comprehensive income/(loss) before reclassification | 3.7 | 29.9 | (15.2) | - | 18.4 | |||||||||||
Amounts reclassified from AOCI | 0.7 | 7.0 | 1.4 | - | 9.1 | |||||||||||
Other comprehensive income/(loss) | 4.4 | 36.9 | (13.8) | - | 27.5 | |||||||||||
Balance December 31, 2013 | $ | 1.5 | $ | (53.2) | $ | (2.9) | $ | - | $ | (54.6) |
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Balance January 1, | $ | 27.6 | $ | 55.8 | $ | 27.1 | ||||
Accruals (reversals), net | 5.8 | (0.9) | 38.1 | |||||||
Payments | (11.9) | (27.3) | (9.4) | |||||||
Balance December 31, | $ | 21.5 | $ | 27.6 | $ | 55.8 | ||||
|
Pension Plans | Other Retirement Plans | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||
Change in benefit obligation: | |||||||||||||||
Benefit obligation, beginning of the period | $ | (347.1) | $ | (356.3) | $ | (20.7) | $ | (21.8) | |||||||
Service cost | (18.4) | (19.8) | (1.7) | (1.7) | |||||||||||
Interest cost | (16.5) | (13.5) | (0.9) | (0.8) | |||||||||||
Plan participants’ contributions | - | - | (0.4) | (0.3) | |||||||||||
Benefits paid | 6.4 | 5.3 | 0.6 | 0.6 | |||||||||||
Actuarial gain (loss) | (8.3) | (0.7) | (0.1) | 1.0 | |||||||||||
Assumption changes | (77.9) | 37.9 | (3.5) | 2.3 | |||||||||||
Benefit obligation, end of the period | (461.8) | (347.1) | (26.7) | (20.7) | |||||||||||
Change in plan assets: | |||||||||||||||
Fair value of plan assets, beginning of the period | 204.6 | 167.6 | - | - | |||||||||||
Actual return on plan assets | 12.9 | 23.0 | - | - | |||||||||||
Benefits paid | (6.4) | (5.3) | (0.6) | (0.6) | |||||||||||
Employer contributions | 37.3 | 19.3 | 0.2 | 0.3 | |||||||||||
Plan participants' contributions | - | - | 0.4 | 0.3 | |||||||||||
Fair value of plan assets, end of the period | 248.4 | 204.6 | - | - | |||||||||||
Funded Status of the plans | (213.4) | (142.5) | (26.7) | (20.7) | |||||||||||
Amounts recorded on the consolidated balance sheets: | |||||||||||||||
Pension and retirement benefits liability - current | (4.3) | (6.2) | (0.8) | (0.8) | |||||||||||
Pension and retirement benefits liability - non current | (209.1) | (136.3) | (25.9) | (19.9) | |||||||||||
Net amount recognized | $ | (213.4) | $ | (142.5) | $ | (26.7) | $ | (20.7) | |||||||
Accumulated benefit obligation, end of the period | $ | (396.3) | $ | (298.5) |
December 31, | ||||||
2014 | 2013 | |||||
Aggregate projected benefit obligation | $ | 461.8 | $ | 347.1 | ||
Aggregate accumulated benefit obligation | $ | 396.3 | $ | 298.5 | ||
Aggregate fair value of plan assets | $ | 248.4 | $ | 204.6 |
Pension Plans | Other Retirement Plans | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Net actuarial losses | $ | (165.5) | $ | (84.6) | $ | (6.0) | $ | (2.4) | ||||
Net prior service costs | (2.7) | (3.3) | - | - | ||||||||
Total recognized in AOCI- pretax | $ | (168.2) | $ | (87.9) | $ | (6.0) | $ | (2.4) |
Pension Plans | Other Retirement Plans | |||||
Net actuarial losses | $ | 13.6 | $ | 0.3 | ||
Net prior service costs | 0.7 | - | ||||
Total to be recognized as components of net periodic expense | $ | 14.3 | $ | 0.3 |
Pension Plans | Other Retirement Plans | ||||||||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | ||||||||||||
Components of net periodic expense | |||||||||||||||||
Service cost | $ | 18.4 | $ | 19.8 | $ | 18.9 | $ | 1.7 | $ | 1.7 | $ | 1.5 | |||||
Interest cost | 16.5 | 13.5 | 13.1 | 0.9 | 0.8 | 0.7 | |||||||||||
Expected return on plan assets | (14.3) | (12.9) | (12.5) | - | - | - | |||||||||||
Amortization of net actuarial loss from earlier periods | 6.6 | 10.8 | 9.1 | - | 0.3 | 0.3 | |||||||||||
Amortization of net prior service costs from earlier periods | 0.7 | 0.6 | 0.7 | - | - | - | |||||||||||
Net periodic expense | $ | 27.9 | $ | 31.8 | $ | 29.3 | $ | 2.6 | $ | 2.8 | $ | 2.5 |
Pension Plans | Other Retirement Plans | |||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||
Amortization of net actuarial losses | $ | 6.6 | $ | 10.8 | $ | - | $ | 0.3 | ||||
Amortization of prior service costs | 0.7 | 0.6 | - | - | ||||||||
Net actuarial gain (loss) arising during the period | (87.5) | 47.3 | (3.7) | 3.3 | ||||||||
Total recognized in OCI – pre-tax | $ | (80.2) | $ | 58.7 | $ | (3.7) | $ | 3.6 |
Pension Plans | Other Retirement Plans | |||||||
2014 | 2013 | 2014 | 2013 | |||||
Discount rate | 3.78% | 4.71% | 3.65% | 4.45% | ||||
Rate of compensation increase | 3.76% | 4.00% | - | - |
Pension Plans | Other Retirement Plans | |||||||||||
2014 | 2013 | 2012 | 2014 | 2013 | 2012 | |||||||
Discount rate | 4.71% | 3.82% | 4.25% | 4.45% | 3.55% | 4.05% | ||||||
Expected return on plan assets | 6.80% | 7.30% | 7.85% | - | - | - | ||||||
Rate of compensation increase | 4.00% | 4.00% | 4.00% | - | - | - |
2014 | 2013 | 2012 | ||||||||||||
Pre-age 65 | Post-age 65 | Pre-age 65 | Post-age 65 | Pre-age 65 | Post-age 65 | |||||||||
Healthcare cost trend rate assumed for the following year | 7.95% | 7.05% | 8.2% | 7.3% | 6.9% | 7.9% | ||||||||
Ultimate rate to which the cost trend rate is assumed to declines (ultimate trend rate) | 5.0% | 5.0% | 5.0% | |||||||||||
Year that the rate reaches the ultimate trend rate | 2028 | 2026 | 2028 | 2026 | 2020 | |||||||||
Fair Value Measurement as of December 31, 2014 | |||||||||||||||
Asset Category | Balance | Level 1 | Level 2 | Level 3 | % of total assets | ||||||||||
Cash and cash equivalent | $ | 13.2 | $ | - | $ | 13.2 | $ | - | 5% | ||||||
Emerging markets equity fund | 14.0 | $ | 14.0 | $ | - | - | 6% | ||||||||
Common/collective trust funds - equity securities | |||||||||||||||
Global large-cap | 92.2 | - | 92.2 | - | 37% | ||||||||||
U.S. small and mid-cap | 16.5 | - | 16.5 | - | 7% | ||||||||||
Total equity investments | 122.7 | 14.0 | 108.7 | - | 50% | ||||||||||
Emerging markets bond fund | 9.1 | 9.1 | - | - | 4% | ||||||||||
Common/collective trust funds - fixed income securities | |||||||||||||||
Intermediate-term investment grade U.S. government/ corporate bonds | 60.8 | - | 60.8 | - | 24% | ||||||||||
U.S. Treasury Inflation-Protected Securities (TIPs) | 10.7 | - | 10.7 | - | 4% | ||||||||||
Convertible securities | 7.5 | - | 7.5 | - | 3% | ||||||||||
Private investment fund - high yield securities | 6.7 | - | 6.7 | - | 3% | ||||||||||
Total fixed-income investments | 94.8 | 9.1 | 85.7 | - | 38% | ||||||||||
Other investment- Common/collective trust fund — private real estate fund | 17.8 | - | 17.8 | - | 7% | ||||||||||
Total Assets | $ | 248.5 | $ | 23.1 | $ | 207.6 | $ | - | 100% | ||||||
Fair Value Measurement as of December 31, 2013 | |||||||||||||||
Asset Category | Balance | Level 1 | Level 2 | Level 3 | % of total assets | ||||||||||
Cash and cash equivalent | $ | 0.4 | $ | - | $ | 0.4 | $ | - | - | ||||||
Emerging markets equity fund | 14.6 | $ | 14.6 | $ | - | - | 7% | ||||||||
Common/collective trust funds - equity securities | |||||||||||||||
U.S. large-cap | 44.5 | - | 44.5 | - | 22% | ||||||||||
U.S. small and mid-cap | 15.3 | - | 15.3 | - | 7% | ||||||||||
International | 58.2 | - | 58.2 | - | 29% | ||||||||||
Total equity investments | 132.6 | 14.6 | 118.0 | - | 65% | ||||||||||
Common/collective trust funds - fixed income securities | |||||||||||||||
Long-term government/treasury bonds | 13.7 | - | 13.7 | - | 7% | ||||||||||
Long-term investment grade corporate bonds | 15.4 | - | 15.4 | - | 7% | ||||||||||
U.S. Treasury Inflation-Protected Securities (TIPs) | 8.7 | - | 8.7 | - | 4% | ||||||||||
Emerging markets bonds | 5.8 | - | 5.8 | - | 3% | ||||||||||
High yield bonds | 6.1 | - | 6.1 | - | 3% | ||||||||||
Convertible securities | 6.3 | - | 6.3 | - | 3% | ||||||||||
Total fixed-income investments | 56.0 | - | 56.0 | - | 27% | ||||||||||
Other investment - Common/collective trust fund - private real estate fund | 15.6 | - | - | 15.6 | 8% | ||||||||||
Total Assets | $ | 204.6 | $ | 14.6 | $ | 174.4 | $ | 15.6 | 100% |
Real estate investment fund: | ||
Balance as of December 31, 2013 | $ | 15.6 |
Return on plan assets related to assets held as of December 31, 2014 | 1.6 | |
Transfer (out), net | (17.8) | |
Purchases (sales), net | 0.6 | |
Balance as of December 31, 2014 | $ | - |
Year Ending December 31, | Pension Plans | Other Retirement Plans | ||||
2015 | $ | 8.3 | $ | 0.8 | ||
2016 | 10.3 | 1.0 | ||||
2017 | 10.9 | 1.1 | ||||
2018 | 39.6 | 1.3 | ||||
2019 | 14.0 | 1.5 | ||||
2020 – 2024 | $ | 110.5 | $ | 9.6 |
|
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Stock-based compensation expense | $ | 80.4 | $ | 67.1 | $ | 64.5 | ||
Tax benefit | $ | 27.5 | $ | 24.7 | $ | 23.3 |
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Expected dividend yield | 1.41% | 1.72% | 1.66% | |||||
Expected stock volatility | 41% | 43% | 44% | |||||
Risk-free interest rate | 2.30% | 1.53% | 1.55% | |||||
Expected holding period | 7.2 years | 7.2 years | 7.4 years | |||||
Grant date fair value | $ | 31.53 | $ | 17.58 | $ | 15.19 |
Options | Shares | Weighted Average Exercise Price Per Share | Weighted Average Remaining Contractual Term | Aggregate Intrinsic Value | ||||||
Outstanding, December 31, 2013 | 8.9 | $ | 45.00 | |||||||
Granted | 0.3 | 79.57 | ||||||||
Exercised | (3.2) | 46.40 | ||||||||
Outstanding, December 31, 2014 | 6.0 | $ | 46.00 | 4.2 yrs | $ | 299.5 | ||||
Vested and expected to vest, December 31, 2014 | 5.9 | $ | 45.84 | 4.1 yrs | $ | 295.6 | ||||
Exercisable, December 31, 2014 | 5.0 | $ | 44.79 | 3.4 yrs | $ | 252.6 |
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Proceeds from stock option exercises | $ | 145.5 | $ | 163.3 | $ | 127.4 | ||
Aggregate intrinsic value | $ | 122.3 | $ | 112.4 | $ | 61.3 | ||
Tax benefit realized upon exercise | $ | 43.2 | $ | 41.1 | $ | 23.4 |
Nonvested Restricted Stock | Shares | Weighted Average Grant Date Fair Value Per Share | ||||
Balance, December 31, 2013 | 3.1 | $ | 39.30 | |||
Granted | 0.9 | 79.69 | ||||
Vested | (1.2) | 36.19 | ||||
Forfeited | (0.1) | 50.45 | ||||
Balance, December 31, 2014 | 2.7 | $ | 53.98 |
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Fair value of shares upon delivery | $ | 92.4 | $ | 54.6 | $ | 37.8 | ||
Tax benefit realized upon delivery | $ | 31.2 | $ | 19.3 | $ | 13.4 |
Performance-based restricted stock | Shares | Weighted Average Grant Date Fair Value Per Share | ||||
Balance, December 31, 2013 | 1.2 | $ | 31.17 | |||
Granted | 0.2 | $ | 76.35 | |||
Vested | (0.5) | $ | 28.76 | |||
Balance, December 31, 2014 | 0.9 | $ | 46.09 |
|
Year Ended December 31, | ||||||||||
2014 | 2013 | 2012 | ||||||||
Current: | ||||||||||
Federal | $ | 252.8 | $ | 226.2 | $ | 168.1 | ||||
State and Local | 70.2 | 57.6 | 33.7 | |||||||
Non-U.S. | 102.1 | 96.8 | 86.4 | |||||||
Total current | 425.1 | 380.6 | 288.2 | |||||||
Deferred: | ||||||||||
Federal | 0.9 | (13.1) | 35.7 | |||||||
State and Local | 4.9 | (5.6) | 4.5 | |||||||
Non-U.S. | 24.1 | (8.5) | (4.1) | |||||||
Total deferred | 29.9 | (27.2) | 36.1 | |||||||
Total provision for income taxes | $ | 455.0 | $ | 353.4 | $ | 324.3 |
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
U.S. statutory tax rate | 35.0% | 35.0% | 35.0% | |||||
State and local taxes, net of federal tax benefit | 3.6 | 2.9 | 2.4 | |||||
Benefit of foreign operations | (7.4) | (6.4) | (6.1) | |||||
Legacy tax items | (0.2) | (0.6) | (0.4) | |||||
Other | 0.1 | (0.7) | 0.8 | |||||
Effective tax rate | 31.1% | 30.2% | 31.7% | |||||
Income tax paid | $ | 369.4 | $ | 335.7 | (1) | $ | 293.3 | |
(1) Includes fourth quarter 2012 estimated federal tax payment made in 2013 due to IRS relief for companies affected by Hurricane Sandy | ||||||||
(2) Includes approximately $92 million in payments for tax audit settlements in the first quarter of 2012. |
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
United States | $ | 912.6 | $ | 836.1 | $ | 694.2 | ||
International | 548.4 | 333.2 | 329.8 | |||||
Income before provision for income taxes | $ | 1,461.0 | $ | 1,169.3 | $ | 1,024.0 |
December 31, | |||||||||
2014 | 2013 | ||||||||
Deferred tax assets: | |||||||||
Current: | |||||||||
Account receivable allowances | $ | 7.7 | $ | 8.2 | |||||
Accrued compensation and benefits | 14.6 | 12.8 | |||||||
Deferred revenue | 6.7 | 7.3 | |||||||
Legal and professional fees | 10.4 | 10.9 | |||||||
Restructuring | 2.3 | 3.5 | |||||||
Uncertain tax positions | - | 7.5 | |||||||
Other | 3.5 | 0.7 | |||||||
Total current | 45.2 | 50.9 | |||||||
Non-current: | |||||||||
Accumulated depreciation and amortization | 0.9 | 2.6 | |||||||
Stock-based compensation | 62.3 | 73.7 | |||||||
Benefit plans | 108.7 | 78.9 | |||||||
Deferred rent and construction allowance | 30.5 | 30.4 | |||||||
Deferred revenue | 34.2 | 33.4 | |||||||
Foreign net operating loss | (1) | 7.5 | 10.6 | ||||||
Uncertain tax positions | 38.3 | 26.8 | |||||||
Self-insured related reserves | 14.9 | 20.4 | |||||||
Other | 5.6 | 4.3 | |||||||
Total non-current | 302.9 | 281.1 | |||||||
Total deferred tax assets | 348.1 | 332.0 | |||||||
Deferred tax liabilities: | |||||||||
Current: | |||||||||
Compensation and benefits | (3.0) | - | |||||||
Unrealized gain on net investment hedges - OCI | (14.0) | - | |||||||
Other | (1.1) | - | |||||||
Total Current | (18.1) | - | |||||||
Non-current: | |||||||||
Accumulated depreciation and amortization of intangible assets and capitalized software | (204.3) | (153.7) | |||||||
Foreign earnings to be repatriated | (3.4) | (3.7) | |||||||
Self-insured related income | (16.9) | (24.0) | |||||||
Other liabilities | (0.1) | (2.7) | |||||||
Total non-current | (224.7) | (184.1) | |||||||
Total deferred tax liabilities | (242.8) | (184.1) | |||||||
Net deferred tax asset | 105.3 | 147.9 | |||||||
Valuation allowance | (6.9) | (8.4) | |||||||
Total net deferred tax assets | $ | 98.4 | $ | 139.5 | |||||
(1) Amounts are primarily set to expire beginning in 2018, if unused. |
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Balance as of January 1 | $ | 195.6 | $ | 156.6 | $ | 205.4 | ||
Additions for tax positions related to the current year | 52.5 | 67.8 | 49.1 | |||||
Additions for tax positions of prior years | 8.7 | 6.1 | 18.9 | |||||
Reductions for tax positions of prior years | (13.0) | (10.1) | (20.6) | |||||
Settlements with taxing authorities | (18.8) | (21.4) | (91.5) | |||||
Lapse of statute of limitations | (4.7) | (3.4) | (4.7) | |||||
Balance as of December 31 | $ | 220.3 | $ | 195.6 | $ | 156.6 |
|
December 31, | ||||||
2014 | 2013 | |||||
2012 Facility | $ | - | $ | - | ||
Notes payable: | ||||||
Series 2005-1 Notes due 2015, including fair value of interest rate swap of $10.3 million at 2013 | - | 310.3 | ||||
Series 2007-1 Notes due in 2017 | 300.0 | 300.0 | ||||
2010 Senior Notes, due 2020, net of unamortized discount of $2.0 million and $2.2 million in 2014 and 2013, respectively, and includes a $5.8 million fair value adjustment on an interest rate hedge in 2014 | 503.8 | 497.8 | ||||
2012 Senior Notes, due 2022, net of unamortized discount of $3.1 million in 2014 and $3.5 million in 2013 | 496.9 | 496.5 | ||||
2013 Senior Notes, due 2024, net of unamortized discount of $2.5 million in 2014 and $2.8 million in 2013 | 497.5 | 497.2 | ||||
2014 Senior Notes (5-Year), due 2019, net of unamortized discount of $0.7 million in 2014 and includes a $1.4 million fair value adjustment on an interest rate hedge in 2014 | 450.7 | - | ||||
2014 Senior Notes (30-Year), due 2044, net of unamortized discount of $1.6 million in 2014 | 298.4 | - | ||||
Total long-term debt | 2,547.3 | 2,101.8 | ||||
Year Ending December 31, | Series 2007-1 Notes | 2010 Senior Notes | 2012 Senior Notes | 2013 Senior Notes | 2014 Senior Notes (5-year) | 2014 Senior Notes (30-year) | Total | |||||||||||||||||
2015 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
2016 | - | - | - | - | - | - | - | |||||||||||||||||
2017 | 300.0 | - | - | - | - | - | 300.0 | |||||||||||||||||
2018 | - | - | - | - | - | - | - | |||||||||||||||||
2019 | - | - | - | - | 450.0 | - | 450.0 | |||||||||||||||||
Thereafter | - | 500.0 | 500.0 | 500.0 | - | 300.0 | 1,800.0 | |||||||||||||||||
Total | $ | 300.0 | $ | 500.0 | $ | 500.0 | $ | 500.0 | $ | 450.0 | $ | 300.0 | $ | 2,550.0 |
Year Ended December 31, | ||||||||
2014 | 2013 | 2012 | ||||||
Income | $ | 6.7 | $ | 5.5 | $ | 5.2 | ||
Expense on borrowings (a) | (118.4) | (92.3) | (73.8) | |||||
Expense on UTPs and other tax related liabilities (b) | (5.8) | (8.6) | 0.4 | |||||
Legacy Tax (c) | 0.7 | 3.6 | 4.4 | |||||
Total | $ | (116.8) | $ | (91.8) | $ | (63.8) | ||
Interest paid (d) | $ | 113.7 | $ | 81.9 | $ | 94.4 | ||
(a) Includes approximately $11 million in 2014 in net costs related to the prepayment of the Series 2005-1 Notes.(b) Includes $2.0 million in 2014 relating to a reversal of an interest accrual relating to the favorable resolution of an international tax matter.(c) Represents a reduction of accrued interest related to the favorable resolution of Legacy Tax Matters, further discussed in Note 18 to the consolidated financial statements.(d) Interest paid includes payments of interest relating to the settlement of income tax audits in the first quarter of 2012 as well as net settlements on interest rate swaps more fully discussed in Note 5. | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||||
Carrying Amount | Estimated Fair Value | Carrying Amount | Estimated Fair Value | ||||||||
Series 2005-1 Notes | $ | - | $ | - | $ | 310.3 | $ | 319.2 | |||
Series 2007-1 Notes | 300.0 | 334.6 | 300.0 | 334.7 | |||||||
2010 Senior Notes | 503.8 | 564.4 | 497.8 | 536.6 | |||||||
2012 Senior Notes | 496.9 | 537.1 | 496.5 | 497.0 | |||||||
2013 Senior Notes | 497.5 | 548.4 | 497.2 | 501.2 | |||||||
2014 Senior Notes (5-Year) | 450.7 | 454.3 | - | - | |||||||
2014 Senior Notes (30-Year) | 298.4 | 333.9 | - | - | |||||||
Total | $ | 2,547.3 | $ | 2,772.7 | $ | 2,101.8 | $ | 2,188.7 | |||
|
Dividends Per Share | |||||||||||||||||
Year ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Declared | Paid | Declared | Paid | Declared | Paid | ||||||||||||
First quarter | $ | - | $ | 0.28 | $ | - | $ | 0.20 | $ | - | $ | 0.16 | |||||
Second quarter | 0.28 | 0.28 | 0.20 | 0.20 | 0.16 | 0.16 | |||||||||||
Third quarter | 0.28 | 0.28 | 0.25 | 0.25 | 0.16 | 0.16 | |||||||||||
Fourth quarter | 0.62 | 0.28 | 0.53 | 0.25 | 0.36 | 0.16 | |||||||||||
Total | $ | 1.18 | $ | 1.12 | $ | 0.98 | $ | 0.90 | $ | 0.68 | $ | 0.64 |
Date Authorized | Amount Authorized | Remaining Authority | ||||
February 12, 2013 | $ | 1,000.0 | $ | - | ||
February 11, 2014 | $ | 1,000.0 | $ | 563.5 | ||
December 16, 2014 | $ | 1,000.0 | $ | 1,000.0 |
|
Year Ending December 31, | Operating Leases | ||
2015 | $ | 93.4 | |
2016 | 80.9 | ||
2017 | 78.3 | ||
2018 | 72.7 | ||
2019 | 64.9 | ||
Thereafter | 447.3 | ||
Total minimum lease payments | $ | 837.5 |
|
Year Ended December 31, | ||||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
MIS | MA | Eliminations | Consolidated | MIS | MA | Eliminations | Consolidated | |||||||||||||||||||
Revenue | $ | 2,353.4 | $ | 1,081.8 | $ | (100.9) | $ | 3,334.3 | $ | 2,150.2 | $ | 913.3 | $ | (91.0) | $ | 2,972.5 | ||||||||||
Operating, SG&A | 1,076.2 | 824.3 | (100.9) | 1,799.6 | 1,034.0 | 701.5 | (91.0) | 1,644.5 | ||||||||||||||||||
Adjusted Operating Income | 1,277.2 | 257.5 | - | 1,534.7 | 1,116.2 | 211.8 | - | 1,328.0 | ||||||||||||||||||
Depreciation and amortization | 49.4 | 46.2 | - | 95.6 | 46.7 | 46.7 | - | 93.4 | ||||||||||||||||||
Operating income | $ | 1,227.8 | $ | 211.3 | $ | - | $ | 1,439.1 | $ | 1,069.5 | $ | 165.1 | $ | - | $ | 1,234.6 | ||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||
2012 | ||||||||||||||||||||||||||
MIS | MA | Eliminations | Consolidated | |||||||||||||||||||||||
Revenue | $ | 1,968.8 | $ | 844.9 | $ | (83.4) | $ | 2,730.3 | ||||||||||||||||||
Operating, SG&A | 976.3 | 654.3 | (83.4) | 1,547.2 | ||||||||||||||||||||||
Adjusted Operating Income | 992.5 | 190.6 | - | 1,183.1 | ||||||||||||||||||||||
Depreciation and amortization | 44.4 | 49.1 | - | 93.5 | ||||||||||||||||||||||
Goodwill impairment charge | - | 12.2 | - | 12.2 | ||||||||||||||||||||||
Operating income | $ | 948.1 | $ | 129.3 | $ | - | $ | 1,077.4 |
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
MIS: | |||||||||
Corporate finance (CFG) | $ | 1,109.3 | $ | 996.8 | $ | 857.6 | |||
Structured finance (SFG) | 426.5 | 382.5 | 381.0 | ||||||
Financial institutions (FIG) | 354.7 | 338.8 | 325.5 | ||||||
Public, project and infrastructure finance (PPIF) | 357.3 | 341.3 | 322.7 | ||||||
Total ratings revenue | 2,247.8 | 2,059.4 | 1,886.8 | ||||||
MIS Other | 18.0 | 12.2 | 10.5 | ||||||
Total external revenue | 2,265.8 | 2,071.6 | 1,897.3 | ||||||
Intersegment royalty | 87.6 | 78.6 | 71.5 | ||||||
Total | 2,353.4 | 2,150.2 | 1,968.8 | ||||||
MA: | |||||||||
Research, data and analytics (RD&A) | 571.8 | 519.8 | 482.7 | ||||||
Enterprise risk solutions (ERS) | 328.5 | 262.5 | 242.6 | ||||||
Professional services (PS) | 168.2 | 118.6 | 107.7 | ||||||
Total external revenue | 1,068.5 | 900.9 | 833.0 | ||||||
Intersegment revenue | 13.3 | 12.4 | 11.9 | ||||||
Total | 1,081.8 | 913.3 | 844.9 | ||||||
Eliminations | (100.9) | (91.0) | (83.4) | ||||||
Total MCO | $ | 3,334.3 | $ | 2,972.5 | $ | 2,730.3 |
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
Revenue: | |||||||||
U.S. | $ | 1,814.5 | $ | 1,626.5 | $ | 1,472.4 | |||
International: | |||||||||
EMEA | 952.8 | 862.8 | 800.2 | ||||||
Asia-Pacific | 338.3 | 286.1 | 266.5 | ||||||
Americas | 228.7 | 197.1 | 191.2 | ||||||
Total International | 1,519.8 | 1,346.0 | 1,257.9 | ||||||
Total | $ | 3,334.3 | $ | 2,972.5 | $ | 2,730.3 | |||
Long-lived assets at December 31: | |||||||||
United States | $ | 657.6 | $ | 552.3 | $ | 498.4 | |||
International | 1,011.3 | 613.2 | 672.3 | ||||||
Total | $ | 1,668.9 | $ | 1,165.5 | $ | 1,170.7 |
|
Year Ended December 31, | Balance at Beginning of the Year | Additions | Write-offs and Adjustments | Balance at End of the Year | |||||||||
2014 | |||||||||||||
Accounts receivable allowance | $ | (28.9) | $ | (54.9) | $ | 54.4 | $ | (29.4) | |||||
Deferred tax assets - valuation allowance | $ | (8.4) | $ | (0.1) | $ | 1.6 | $ | (6.9) | |||||
2013 | |||||||||||||
Accounts receivable allowance | $ | (29.1) | $ | (44.5) | $ | 44.7 | $ | (28.9) | |||||
Deferred tax assets - valuation allowance | $ | (15.2) | $ | (0.1) | $ | 6.9 | $ | (8.4) | |||||
2012 | |||||||||||||
Accounts receivable allowance | $ | (28.0) | $ | (44.3) | $ | 43.2 | $ | (29.1) | |||||
Deferred tax assets - valuation allowance | $ | (13.9) | $ | (3.1) | $ | 1.8 | $ | (15.2) |
|
Year Ended December 31, | |||||||||
2014 | 2013 | 2012 | |||||||
FX gain(loss) (a) | $ | 20.3 | $ | - | $ | (5.9) | |||
Legacy Tax (b) | 6.4 | 19.2 | 12.8 | ||||||
Joint venture income | 9.6 | 8.8 | 4.8 | ||||||
Other | (0.4) | (1.5) | (1.3) | ||||||
Total | $ | 35.9 | $ | 26.5 | $ | 10.4 | |||
(a) The FX gain in 2014 reflects the strengthening of the U.S. dollar to the euro and GBP for certain U.S. dollar denominated assets held by the Company's international subsidiaries.(b) The 2014 amount relate to the expiration of a statute of limitations for a Legacy Tax Matter. The 2013 amount represents a reversal relating to favorable resolution of a Legacy Tax Matter for the 2007-2009 tax years. The 2012 amount represents a reversal of a liability relating to the favorable resolution of a Legacy Tax Matter for the 2005 and 2006 tax years. |
|
Three Months Ended | |||||||||||||
(amounts in millions, except EPS) | March 31 | June 30 | September 30 | December 31 | |||||||||
2014 | |||||||||||||
Revenue | $ | 767.2 | $ | 873.5 | $ | 816.1 | $ | 877.5 | |||||
Operating Income | $ | 333.0 | $ | 411.7 | $ | 349.7 | $ | 344.7 | |||||
Net income attributable to Moody's | $ | 218.0 | $ | 319.2 | $ | 215.2 | $ | 236.3 | |||||
EPS: | |||||||||||||
Basic | $ | 1.02 | $ | 1.51 | $ | 1.02 | $ | 1.14 | |||||
Diluted | $ | 1.00 | $ | 1.48 | $ | 1.00 | $ | 1.12 | |||||
2013 | |||||||||||||
Revenue | $ | 731.8 | $ | 756.0 | $ | 705.5 | $ | 779.2 | |||||
Operating income | $ | 280.4 | $ | 350.8 | $ | 291.5 | $ | 311.9 | |||||
Net income attributable to Moody's | $ | 188.4 | $ | 225.5 | $ | 183.9 | $ | 206.7 | |||||
EPS: | |||||||||||||
Basic | $ | 0.84 | $ | 1.01 | $ | 0.84 | $ | 0.96 | |||||
Diluted | $ | 0.83 | $ | 1.00 | $ | 0.83 | $ | 0.94 |
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NOTE 11 COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME
The following table provides details about the reclassifications out of AOCI:
Year Ended December 31, | Affected line in the Consolidated Statements of Operation | |||||||
2014 | 2013 | |||||||
Losses on foreign translation adjustments | ||||||||
Liquidation of foreign subsidiary | $ | - | $ | (1.4) | Other non-operating income (expense), net | |||
Loss on foreign currency translation adjustment pursuant to ICRA step-acquisition | (4.4) | - | ICRA Gain | |||||
Total losses on foreign translation adjustments | (4.4) | (1.4) | ||||||
Losses on cash flow hedges | ||||||||
Interest rate swap derivative contracts | - | (1.2) | Interest income (expense), net | |||||
Income tax effect of item above | - | 0.5 | Provision for income taxes | |||||
Losses on cash flow hedges | - | (0.7) | ||||||
Gains on available for sale securities | ||||||||
Gain on sale of available for sale securities | 0.1 | - | Other non-operating income (expense), net | |||||
Total gains on available for sale securities | 0.1 | - | ||||||
Losses on pension and other retirement benefits | ||||||||
Amortization of actuarial losses and prior service costs included in net income | (4.7) | (7.6) | Operating expense | |||||
Amortization of actuarial losses and prior service costs included in net income | (2.6) | (4.3) | SG&A expense | |||||
Total before income taxes | (7.3) | (11.9) | ||||||
Income tax effect of item above | 2.8 | 4.9 | Provision for income tax | |||||
Total losses on pension and other retirement benefits | (4.5) | (7.0) | ||||||
Total losses included in Net Income attributable to reclassifications out of AOCI | $ | (8.8) | $ | (9.1) |
Changes in AOCI by component (net of tax) for the period ended December 31, 2014 and 2013:
Year Ended December 31, 2014 | ||||||||||||||||
Gains/(losses) on Net Investment Hedges | Pension and Other Retirement Benefits | Foreign Currency Translation Adjustments | Gains on Available for Sale Securities | Total | ||||||||||||
Balance December 31, 2013 | $ | 1.5 | $ | (53.2) | $ | (2.9) | $ | - | $ | (54.6) | ||||||
Other comprehensive income/(loss) before reclassification | 19.4 | (56.7) | (153.1) | 1.0 | (189.4) | |||||||||||
Amounts reclassified from AOCI | - | 4.5 | 4.4 | (0.1) | 8.8 | |||||||||||
Other comprehensive income/(loss) | 19.4 | (52.2) | (148.7) | 0.9 | (180.6) | |||||||||||
Balance December 31, 2014 | $ | 20.9 | $ | (105.4) | $ | (151.6) | $ | 0.9 | $ | (235.2) | ||||||
Year Ended December 31, 2013 | ||||||||||||||||
Gains/(losses) on Cash Flow and Net Investment Hedges | Pension and Other Retirement Benefits | Foreign Currency Translation Adjustments | Gains on Available for Sale Securities | Total | ||||||||||||
Balance December 31, 2012 | $ | (2.9) | $ | (90.1) | $ | 10.9 | $ | - | $ | (82.1) | ||||||
Other comprehensive income/(loss) before reclassification | 3.7 | 29.9 | (15.2) | - | 18.4 | |||||||||||
Amounts reclassified from AOCI | 0.7 | 7.0 | 1.4 | - | 9.1 | |||||||||||
Other comprehensive income/(loss) | 4.4 | 36.9 | (13.8) | - | 27.5 | |||||||||||
Balance December 31, 2013 | $ | 1.5 | $ | (53.2) | $ | (2.9) | $ | - | $ | (54.6) |
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Year Ended December 31, | Affected line in the Consolidated Statements of Operation | |||||||
2014 | 2013 | |||||||
Losses on foreign translation adjustments | ||||||||
Liquidation of foreign subsidiary | $ | - | $ | (1.4) | Other non-operating income (expense), net | |||
Loss on foreign currency translation adjustment pursuant to ICRA step-acquisition | (4.4) | - | ICRA Gain | |||||
Total losses on foreign translation adjustments | (4.4) | (1.4) | ||||||
Losses on cash flow hedges | ||||||||
Interest rate swap derivative contracts | - | (1.2) | Interest income (expense), net | |||||
Income tax effect of item above | - | 0.5 | Provision for income taxes | |||||
Losses on cash flow hedges | - | (0.7) | ||||||
Gains on available for sale securities | ||||||||
Gain on sale of available for sale securities | 0.1 | - | Other non-operating income (expense), net | |||||
Total gains on available for sale securities | 0.1 | - | ||||||
Losses on pension and other retirement benefits | ||||||||
Amortization of actuarial losses and prior service costs included in net income | (4.7) | (7.6) | Operating expense | |||||
Amortization of actuarial losses and prior service costs included in net income | (2.6) | (4.3) | SG&A expense | |||||
Total before income taxes | (7.3) | (11.9) | ||||||
Income tax effect of item above | 2.8 | 4.9 | Provision for income tax | |||||
Total losses on pension and other retirement benefits | (4.5) | (7.0) | ||||||
Total losses included in Net Income attributable to reclassifications out of AOCI | $ | (8.8) | $ | (9.1) |
Year Ended December 31, 2014 | ||||||||||||||||
Gains/(losses) on Net Investment Hedges | Pension and Other Retirement Benefits | Foreign Currency Translation Adjustments | Gains on Available for Sale Securities | Total | ||||||||||||
Balance December 31, 2013 | $ | 1.5 | $ | (53.2) | $ | (2.9) | $ | - | $ | (54.6) | ||||||
Other comprehensive income/(loss) before reclassification | 19.4 | (56.7) | (153.1) | 1.0 | (189.4) | |||||||||||
Amounts reclassified from AOCI | - | 4.5 | 4.4 | (0.1) | 8.8 | |||||||||||
Other comprehensive income/(loss) | 19.4 | (52.2) | (148.7) | 0.9 | (180.6) | |||||||||||
Balance December 31, 2014 | $ | 20.9 | $ | (105.4) | $ | (151.6) | $ | 0.9 | $ | (235.2) | ||||||
Year Ended December 31, 2013 | ||||||||||||||||
Gains/(losses) on Cash Flow and Net Investment Hedges | Pension and Other Retirement Benefits | Foreign Currency Translation Adjustments | Gains on Available for Sale Securities | Total | ||||||||||||
Balance December 31, 2012 | $ | (2.9) | $ | (90.1) | $ | 10.9 | $ | - | $ | (82.1) | ||||||
Other comprehensive income/(loss) before reclassification | 3.7 | 29.9 | (15.2) | - | 18.4 | |||||||||||
Amounts reclassified from AOCI | 0.7 | 7.0 | 1.4 | - | 9.1 | |||||||||||
Other comprehensive income/(loss) | 4.4 | 36.9 | (13.8) | - | 27.5 | |||||||||||
Balance December 31, 2013 | $ | 1.5 | $ | (53.2) | $ | (2.9) | $ | - | $ | (54.6) |
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As of December 31, 2014 | |||||||||||||
Balance sheet location | |||||||||||||
Cost | Gross Unrealized Gains | Fair Value | Cash and cash equivalents | Short-term investments | Other assets | ||||||||
Money market mutual funds | $ | 149.7 | $ | - | $ | 149.7 | $ | 149.7 | $ | - | $ | - | |
Certificates of deposit and money market deposit accounts (1) | $ | 842.5 | $ | - | $ | 842.5 | $ | 380.1 | $ | 458.1 | $ | 4.3 | |
Fixed maturity and open ended mutual funds (2) | $ | 47.1 | $ | 0.9 | $ | 48.0 | $ | - | $ | - | $ | 48.0 | |
As of December 31, 2013 | |||||||||||||
Balance sheet location | |||||||||||||
Cost | Gross Unrealized Gains | Fair Value | Cash and cash equivalents | Short-term investments | Other assets | ||||||||
Money market mutual funds | $ | 212.3 | $ | - | $ | 212.3 | $ | 212.3 | $ | - | $ | - | |
Certificates of deposit and money market deposit accounts (1) | $ | 911.8 | $ | - | $ | 911.8 | $ | 725.0 | $ | 186.8 | $ | - | |
(1) Consists of time deposits and money market deposit accounts. The remaining contractual maturities for the certificates of deposits classified as short-term investments were one month to ten months at December 31, 2014 and one month to nine months at December 31, 2013. Time deposits with a maturity of less than 90 days at time of purchase are classified as cash and cash equivalents. | |||||||||||||
(2) Consists of investments in fixed maturity mutual funds and open-ended mutual funds held by ICRA. The remaining contractual maturities for the fixed maturity instruments range from two months to 23 months at December 31, 2014. |
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