Salli Schwartz - Global Head, Investor Relations Raymond McDaniel - President and Chief Executive Officer Linda Huber - Executive Vice President and Chief Financial Officer Michel Madelain - President and Chief Operating Officer, Moody's Investor Service Mark Almeida - President, Moody's Analytics

Andre Benjamin - Goldman Sachs Doug Arthur - Evercore ISI Manav Patnaik - Barclays Craig Huber - Huber Research Partners Alex Kramm - UBS Peter Appert - Piper Jaffray Bill Bird - FBR Joseph Foresi - Janney Bill Warmington - Wells Fargo Tim McHugh - William Blair Vincent Hung - Autonomous Patrick O'Shaughnessy - Raymond James

Good day and welcome, ladies and gentlemen, to the Moody's Corporation fourth quarter and fiscal yearend 2014 earnings conference call. [Operator Instructions] I would now turn the conference over to Salli Schwartz, Global Head of Investor Relations. Please go ahead.

Thank you. Good morning, everyone, and thanks for joining us on this teleconference to discuss Moody's fourth quarter and full year results for 2014 as well as our outlook for full year 2015. I am Salli Schwartz, Global Head of Investor Relations. This morning, Moody's released its results for the fourth quarter and full year 2014 as well as our outlook for full year 2015. The earnings press release and a presentation to accompany this teleconference are both available on our website at ir.moodys.com. Ray McDaniel, Moody's President and Chief Executive Officer will lead this morning's conference call. Also making prepared remarks on the call this morning is Linda Huber, Moody's Executive Vice President and Chief Financial Officer. Before we begin, I call your attention to the Safe Harbor language, which can be found towards the end of our earnings release. Today's remarks may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the Act, I also direct your attention to the Management's Discussion and Analysis section and the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2013 and in other SEC filings made by the company, which are available on our website and on the Securities and Exchange Commission's website. These, together with the Safe Harbor statements, set forth important factors that could cause actual results to differ materially from those contained in any such forward-looking statements. I would also like to point out that members of the media may be on the call this morning in a listen-only mode. I'll now turn the call over to Ray McDaniel.

Thank you, Salli. Good morning and thank you to everyone for joining today's call. I'll begin by summarizing Moody's fourth quarter and full year 2014 results and Linda will follow with additional financial detail and operating highlights. I will then conclude with a few general updates and comments on our outlook for 2015. After our prepared remarks, we'll be happy to respond to your questions. In the fourth quarter, Moody's delivered revenue of $878 million, an increase of 13% over the fourth quarter of 2013. We again achieved growth in almost all lines of business. Operating expense for the fourth quarter was $533 million, up 14% from the fourth quarter of 2013. Operating income was $345 million, an 11% increase from the prior-year period. Adjusted operating income, defined as operating income less depreciation and amortization, was $372 million, also up 11% from the same period last year. Operating margin of 39.3% was down from 40% in the fourth quarter of 2013. Adjusted operating margin of 42.4% was down from 43% for the same period last year. Diluted earnings per share of $1.12 increased 19% from the prior-year period's GAAP EPS and 32% from the prior-year period's non-GAAP EPS. For full year 2014, Moody's revenue was $3.3 billion, an increase of 12% from 2013. Revenue of Moody's Investor Service was $2.3 billion, an increase of 9% from 2013. Moody's Analytics revenue of $1.1 billion was 19% higher than the prior-year period. Operating expense for full year 2014 was $1.9 billion, up 9% from 2013. Operating income of $1.4 billion increased 17%. Adjusted operating income of $1.5 billion increased 16%. Operating margin for 2014 of 43.2% was up from 170 basis points from 41.5% in 2013. Adjusted operating margin of 46% was up 130 basis points from 44.7%. Reported diluted earnings per share of $4.61, was up 28% from $3.60 in 2013. Non-GAAP EPS of $4.21 was up 15% from $3.65 in 2013. Full year 2014 non-GAAP EPS excluded a $103 million non-cash, pre-tax gain or $0.37 per share, resulting from Moody's acquisition of a controlling interest in ICRA in the second quarter as well as a $0.03 benefit from the resolution of a legacy tax matter in the third quarter. Full year 2013 non-GAAP EPS excluded a litigation settlement charge of $0.14 in the first quarter and a legacy tax benefit of $0.09 in the fourth quarter. I'll now turn the call over to Linda to provide further commentary on our financial results and other updates.

Thanks, Ray. I'll begin with revenue at the company level. As Ray mentioned, Moody's total revenue for the fourth quarter increased 13% to $878 million. Foreign currency translation unfavorably impacted MCO revenue by 3%. U.S. revenue was $479 million, up 15% from the fourth quarter of 2013. Non-U.S. revenue of $399 million was up 10% and represented 45% of Moody's total revenue. Recurring revenue of $444 million represented 51% of total revenue. Looking now to each of our businesses, starting with Moody's Investor Service. Total MIS revenue for the quarter, which included results for net growth, was $565 million, up 7% from the prior-year period. Foreign currency translation unfavorably impacted MIS revenue by 3%. U.S. revenue increased 14% to $344 million. Revenue outside the U.S. of $221 million declined 2% and represented 39% of total revenue. Moving to the lines of business for MIS. First, global corporate finance revenue in the fourth quarter was up 9% to $263 million, reflecting increased U.S. investment-grade bond issuance and growth in the number of credits monitored. Partially offsetting these gains was the contraction of global high yield bond and bank loan issuance. U.S. corporate finance revenue increased 15%, while non-U.S. corporate finance revenue decreased 2%. Second, global structured finance revenue for the fourth quarter was $119 million, 9% above the prior-year period, reflecting continued strength in global CLO issuance as well as increased RMBS issuance in Europe and the U.S. These gains were partially offset by reduced ABS issuance in the U.S. and Europe, as well as fewer covered bonds issued in Europe. U.S. and non-U.S. structured finance revenue increased 11% and 5% respectively year-over-year. Third, global financial institutions revenue of $85 million decreased 4% from the same quarter of 2013, primarily due to lower bank issuance in Europe and the U.S. Partially offsetting this was increased issuance from Chinese and South Asian financial institutions. U.S. and non-U.S. financial institutions revenue decreased 7% and 2% respectively year-over-year. Fourth, global public, project and infrastructure finance revenue increased 9% year-over-year to $90 million. Gains in the U.S. were partially offset by decreased infrastructure issuance in Europe and Asia. U.S. public, project and infrastructure finance revenue increased 26%, while non-U.S. revenue decreased 14%. MIS other and new line of business, which consists of non-ratings revenue from ICRA and Korea Investors Service, or KIS, contributed $7.9 million to MIS revenue for the fourth quarter compared to $3.2 million in the prior-year period. Turning now to Moody's Analytics. Global revenue for MA of $312 million was up 23% from the fourth quarter of 2013. Foreign currency translation unfavorably impacted MA revenue by 3%. Excluding revenue from 2014 acquisitions, MA revenue grew 18%. U.S. revenue grew by 15% year-over-year to $135 million. Non-U.S. revenue increased by 30% to $177 million and represented 57% of total MA revenue. Moving now to the lines of business for MA. First, global research, data and analytics or RD&A, revenue of $150 million increased 11% from the prior-year period and represented 48% of total MA revenue. Growth was primarily driven by strength in sales of credit research, ratings data licenses, and economic analysis and data as well as the October 2014 acquisition of Lewtan Technologies. RD&A's customer retention rate remains strong at 96% for the fourth quarter. U.S. revenue was up 13% and non-U.S. revenue was up 7%. Second, enterprise risk solutions, or ERS, revenue of $120 million grew 42% from last year, resulting from strong growth across nearly all product offerings, in particular, the asset-liability and capital solutions, credit origination, insurance and stress-testing verticals. ERS also benefited from the acquisition of WebEquity Solutions in July 2014 and for early completion of some customer projects, leading to better than expected results for the quarter. Revenue was up 10% in the U.S. and 65% outside the U.S. Trialing 12-month revenue and sales for ERS increased 25% and 16%, respectively. As we've noted in the past, due to variable nature of project timing and completion, ERS revenue remains subject to quarterly volatility. Third, global professional services revenue grew 28% to $43 million, primarily reflecting the acquisition of Amba Investment Services in December 2013 as well as mid-single digit growth in our training and certification business. U.S. revenue increased 56% and non-U.S. revenue increased 18%. Turning now to expenses. Moody's fourth quarter expense increased 14% to $533 million, primarily due to hiring and added operating expenses from acquisitions. Foreign currency translation favorably impacted expense by 2%. As Ray noted, Moody's reported operating margin and adjusted operating margin were both down slightly in the quarter at 39.3% and 42.4%, respectively. Moody's effective tax rate for the quarter was 28.1% compared to 30.6% for the prior-year period, primarily due to a higher portion of income in lower tax jurisdictions. Beginning in the fourth quarter of 2014, Moody's consolidated ICRA's results of operations on a three-month lag. In the fourth quarter, ICRA contributed approximately $12 million of revenue to MIS. Details on changes to line of business revenue reporting made subsequent to our acquisition of a majority stake of ICRA can be found on Page 13 of our fourth quarter and full year 2014 earnings press release. I'll now provide an update on capital allocation. On December 17, Moody's increased its quarterly dividend 21% to $0.34 per share of Moody's common stock. During 2014, Moody's returned $236 million to its shareholders via dividend payments. During fourth quarter of 2014, Moody's repurchased 4.6 million shares at a total cost of $440.3 million and issued 301,000 shares under employee stock-based compensation plans. For full year 2014, Moody's repurchased 13.8 million shares for $1.2 billion for $88.41 per share and issued 4.9 million shares under employee stock-based compensation plan. Outstanding shares as of December 31, 2014, totaled 204.4 million shares, down 4% from the prior year. In the fourth quarter of 2014, the Board of Directors authorized a $1 billion share repurchase program, which will commence following the completion of the existing program. Included in this incremental program as of December 31, 2014, Moody's had $1.6 billion of share repurchase authority remaining. Also at yearend, Moody's had $2.5 billion of outstanding debt and $1 billion of additional debt capacity available under our revolving credit facility. Total cash, cash equivalents and short-term investments at yearend were $1.7 billion, down $428.7 million from a year earlier due to shareholder returns via dividends and share repurchases. This was partially offset by Moody's 2014 bond offering of $750 million of senior unsecured notes. As of yearend, approximately 75% of our cash holdings were maintained outside the U.S. Full year 2014 free cash flow was $944 million, up $59.5 million or 7% from 2013. And with that, I'll turn the call back over to Ray.

Thanks, Linda. We've received a number of questions about recent media report that the Department of Justice is in the early stages of looking into Moody's. As we've been disclosing in our 10-Q and 10-K filings, Moody's like other financial services firms has had heightened scrutiny since the financial crisis from a wide range of governmental organizations. Where we believe specific matters are material, we communicate them in our filings and other disclosures to the market. And in this regard, currently, we have nothing new to report that would alter our existing disclosures. With that, I will conclude this morning's prepared comments by discussing our full year guidance for 2015. Moody's outlook for 2015 is based on assumptions about many macroeconomic and capital market factors, including interest rates, foreign currency exchange rates, corporate profitability and business investment spending, merger and acquisitions, consumer borrowing and securitization and the amount of debt issued. These assumptions are subject to some degree of uncertainty and results for the year could differ materially from our current outlook. Moody's guidance assumes foreign currency translation at end of year exchange rates with the exception of the British pound and the euro, which assume foreign currency translation of $1.51 to £1 and a $1.15 to €1, respectively. Moody's expects full year 2015 total revenue to grow in the mid-single digit percent range. Operating expense is also expected to growth in the mid-single digit percent range. On a constant dollar basis, Moody's 2015 revenue and operating expense growth rates will each be approximately 300 basis points higher. Moody's projects an operating margin of approximately 43% and an adjusted operating margin of approximately 46%. The effective tax rate is expected to be approximately 32% to 33%. The company expects diluted earnings per share of $4.55 to $4.65. Moody's expect 2015 share repurchases to be approximately $1 billion subject to available cash, market conditions and other capital allocation decisions. 2015 capital expenditures are expected to be approximately $110 million to $115 million, driven primarily by technology investments in MIS, our corporate systems and the integration of our recent acquisitions. These investments are expected to continue over the next several years. Depreciation and amortization expense is expected to be approximately $120 million. Moody's incremental compliance and regulatory expense is expected to be approximately $5 million, primarily due to the continuing maintenance cost to comply with global regulation. Free cash flow is expected to be approximately $1 billion. For MIS, Moody's expects 2015 revenue to growth in the mid-single digit percent range. MIS U.S. and non-U.S. revenue are both expected to increase in mid-single digit percent range. Corporate finance revenue, structured finance revenue and financial institutions revenue are all expected to growth in the mid-single digit percent range. Public project and infrastructure finance revenue is projected to grow in high-single digit percent range. Our issuance expectations underlying our 2015 MIS revenue outlook are largely in line with the consensus view of various global banks, acknowledging that there is a wide range of views in the market. For MA, 2015 revenue is expected to increase in the mid-single digit percent range. U.S. revenue is expected to grow approximately 10% and non-U.S. revenue to increase in mid-single digit percent range. RD&A is projected to grow in the high-single digit percent range. Enterprise Risk Solution is expected to grow in the mid-single digit percent range in 2015 following its 25% growth rate in 2014, which benefited from the early completion of some customer projects. With regard to professional services, as part of our integration of Copal and Amba in 2014, we discontinued certain non-core product offerings. As a result, 2015 professional services revenue is expected to be approximately flat. This concludes our prepared remarks. And joining us for the question-and-answer session is Michel Madelain, President and Chief Operating Officer of Moody's Investors Service and Mark Almeida, President of Moody's Analytics. We'd be pleased to take any questions you may have.

[Operator Instructions] And we'll go first to Andre Benjamin from Goldman Sachs.

First question, I know the outlook you issued is your official view of the guidance, particularly on the issuance side, but I was wondering where, as we think about 2015, you think there is the most upside versus downside risk to the guidance?

Just because it's the largest area of our business, I would look to the corporate bond rating area. As we said in our prepared remarks, our outlook is largely in line with the outlooks of the large global banks for bond issuance, both in the U.S. and in Europe. But we did note there is a wide variance in those outlooks, so some of the more optimistic outlooks could certainly generate some material upside for us, particularly in the high yield and in the bank loan area.

Andre, its Linda, and I'll speak a little bit about what we're seeing on investment grade, high yield and leveraged loans. For each of these I'll talk about what we've seen in terms of issuance in the U.S. year-to-date and then what's expected for the full year. Then I'll talk about fund flows and the state of the current pipeline in each of those areas. So for U.S. investment grade bond issuance, year-to-date 2015, we've seen about $100 billion of issuance for January, which is a strong month. And for the year, we're expecting a $1 trillion of U.S. investment grade bond issuance, which is about flat year-over-year. Fund flows had been good year-to-date, $12 billion into the investment grade marketplace. And the current pipeline is described by the banks we've spoken to as above average. High yield bonds, year-to-date we've seen about $20 billion of issuance. For the year, U.S. is expecting $275 billion of issuance, which is down about 10% from 2014. Fund flows are positive, year-to-date total inflows of $2.5 billion. And the current pipeline is said to be above average, but that is a recent development and the pipeline appears to be building at this point. For leverage loans, year-to-date issuance has been about $30 billion. And for the year, we're expecting about $350 billion of leverage loan issuance, which would be down about 20% from 2014. Fund flows have been slightly negative, down $2 billion so far. The market hasn't seen any daily inflows yet on the leverage loan sector. Current pipeline though is average to above average. And the deal calendar is noted to continue to build at a steady pace. The really interesting point here is what's going on with European issuance. The European investment grade market is in very good shape. Reverse Yankee issuance is expected to be more active, as U.S. companies are looking to issue in Europe, given the largest interest rate differentials in 10 years between euro and the U.S. dollar. The European high yield bond market is off to a strong start. And 2014 also was a very strong year in the European leverage loan market and there is optimistic view on that going forward. M&A issuers should help with that on the loan market front. So we've got some interesting conditions. Investment grade looking pretty good, high yield and leverage loans off to a slower start, but building. And really the very interesting bright spot here is the number of U.S. companies looking to issue in Europe, so bit of a lengthy explanation, but I think that sets the tone for what we're looking at.

I guess, my second question would be for Mark. I was wondering if you can maybe provide some update on the enterprise risk area of Moody's Analytics. Maybe provide some color on why you think the guidance assumes normalization in the mid-single digit next year after such a strong year 2014? Is that based more on what's been contracted than your view on the pipeline, or is it simply being conservative after a tough comp?

Andre, I think you nailed it in your note this morning. We had some projects that got completed sooner than expected in the fourth quarter, so we booked the revenue in '14, pulling it out of '15, so I think we've got a tougher comparable as we move into '15. The pipeline is very healthy. And I would say, really you got to think of two pipelines, the pipeline of projects that are already contracted, that we're working on and delivering, as well as the pipeline of prospective new deals coming in. So I think the story for '15 is that from an underlying perspective, business is just as strong, if not stronger, than what we've been talking about over the last couple of years. And really what we're seeing both at the end of '14 and into '15, is the impact of the volatile timing of when revenue gets recognized in this business.

One thing I would just add to Mark's comment is, as we have developed this business we have been getting some larger sales, more complex projects that have longer implementation, installation phases, and that is a characteristic that we are dealing with now. We certainly like those larger sales, but that also puts some of the revenue out into 2016, that we might otherwise see in 2015.

And we'll go next to Doug Arthur with Evercore ISI.

I was stuck by your comments in the structured business about the strength in residential mortgage, securities, particularly in Europe. Ray or Linda, can you sort of summarize the residential versus commercial mortgage-backed market. I mean, the numbers that I've been looking at look sort of week in terms of total issuance. But it looks like you're seeing something different?

Let me first turn it to Michel to comment on the European side, if you would Michel?

I think, first, you have to put these numbers in perspective. And the base, while we have a high growth in percentage terms, the dollar numbers are not that large. But what is happening in Europe is we had higher volume of issuance in RMBS coming out of the U.K. and Russia, and that is what drove, for Europe, actually, the improvement we've seen in RMBS. We also had similar to what we've seen in the U.S., a strong volume of CLOs basically, which also contributed to the growth we've seen in structural finance.

And is that true in the U.S. as well?

Yes. And maybe Ray wants to comment on that. But we have the same situation in the U.S. where for CLOs we've seen strong activities. In RMBS, what we really had is we had, what I would describe as a number of non-traditional transactions, where we've seen growth, typically at things such as the single-family rental and agency risk sharing transactions, where we've seen growth basically from prior volumes.

And, Doug, certainly in the U.S., while we are seeing growth, just keep in mind, it is off of a very low base. So the significance of that line in 2014 and going into 2015 is small compared to for example CLO or CMBS areas of structured finance.

We'll go next to Manav Patnaik with Barclays.

I just wanted to clarify, so the mid-single digit total revenue guidance includes a 300 basis point FX headwind, is that correct?

Yes, Manav, that's right.

And then is that the same for all the other line items, like the separate categories, that includes an FX headwind?

Generally, yes. If there is anything else to be said about this, I'll encourage Mark and Michel to speak about it. But we would have been pretty close to our double-digit growth target, were it not for the FX headwinds. And you can see in our earnings release the rates at which we're using to prepare our guidance.

And to the extent you're asking is it in our EPS guidance as well as our revenue guidance. The answer is yes.

And how much of the growth is coming from M&A just to get a sense of like the contribution from the deals there?

As you saw the fourth quarter inclusion of ICRA was about $13 million. And I'll turn to Mark to ask him if he would comment on the acquisitions that are on the Moody's Analytic side.

In MA for 2014, our growth was substantially organic. For the year we're talking about in excess of 90% of our revenue growth was organic.

I'm referring just to 2015 like with the inclusion of, I guess, WebEquity and Lewtan, how much does that contribute?

Well, again, the majority of our growth in '15 will be organic, but we are getting some benefits from acquisition.

And then, I guess, Mark, just on the margin expansion guidance that you had given us at Investor Day. Does the solid quarter changed that outlook to maybe get to some of those numbers earlier than expected or it was just truly one of those lumpy things you experience in your business?

I think it was more than just lumpiness in the business, although that certainly helped, but it's also I think the improvement in the margin is the result of all the work that we're doing to get us there. So I think we're seeing the results of the operational adjustments we're making across the company, particularly in ERS to drive margin expansion, but we did get a bit of a bump in the fourth quarter. So I would be cautious about extrapolating the fourth quarter results out on a linear basis over the next couple of years. We are going to see the margin move around a bit from quarter-to-quarter. But I think nevertheless the trend is definitely going in the right direction and I would expect the operational adjustments we've made will continue to keep us on track to expand margin in MA.

And then last one from me. Linda, you did a couple of debt raises last year, just from where we are today, just your thoughts on leverage and what you anticipate there?

Sure. We're comfortable with our leverage. We do have some room. We like our rating and we want to stay comfortably within that rating. We probably have $600 million, $700 million of room in terms of what we could do within this current rating, and we'll see how the year progresses.

And we'll go next to Craig Huber with Huber Research Partners.

I've got a few questions. Linda, can you just help us, what was the incentive comp in the quarter? I believe it was $47 million fourth quarter a year ago?

Yes. For the fourth quarter, incentive comp was just about $53 million for the fourth quarter of 2014 as compared to $46.8 million previous year. And stock-based compensation was about flat at $20 million. This year we did a little bit better. We had profit sharing in the fourth quarter. We had to put up $7 million of profit sharing, because we finished the year stronger than we had expected. And for the full year, incentive compensation was $173 million, Craig. Stock-based comp was about $80 million and total profit sharing was $9.3 million.

And then also, Linda, in your EPS guidance for the year, I am curious, FX gain that you guys posted in the fourth quarter, roughly $18 million, how much are you budgeting that line to be for 2015 in your EPS guidance?

So Craig, if you take a look at the earnings release, if you look at Page 23, I think it is, we've got that outlined. So what we are doing is, we're assuming foreign currency translation at the end of year rates, with the exception of the specific examples of the British pound sterling and the euro and we're looking at those at $1.51 to £1 and a $1.15 to €1. So we've budgeted flat at those levels and we're not taking a dynamic view from there.

You said Page 23, I thought this press release was more like 12 pages. So am I missing something?

You should have a full 24 pages of our at-strength press release here, Craig.

I'll have to look that up. Ray, the CalPERS case, as your competitor S&P just settled for $125 million. Does that make it any more likely that you guys will be settling CalPERS any time soon or no change in that front?

No. I think there is really no change on that front. We're in discovery in the CalPERS case. And once the discovery is completed, the next is to move for summary judgment. So we'll not add a point in this case, where the merits have been addressed.

Then lastly, Linda, like I always ask, if you could just breakout within your four segments, within rating, dollars of a high yields versus bank loans, et cetera, percentages, or however you want do it?

Sure. Craig, do you want to the fourth quarter as compared to the third quarter. Do you want year total.

The fourth quarter would be helpful?

Let's look at fourth quarter 2014 versus third quarter 2014 and we'll look at corporate first. So for investment grade, we had $80 million of revenue in the fourth quarter 2014, which is up dramatically from $39 million of revenue in the third quarter 2014. Spec-grade moved into different direction, we had $34 million of revenue versus third quarter's $54.5 million. On bank loans we had $37 million of revenue versus the third quarter's $62 million of revenue. And on other count we had a $112 million of revenue versus the third quarter's $105 million. Interestingly, the percentages and the total in corporate segment as we said for the fourth quarter was $263 million. The percentages in the fourth quarter for investment grades was 30% of the revenue, spec-grade was 13%, bank loans were 14% and other was 43%. Interestingly, in the third quarter, things were different. Investment grade was only 15%, so as a percentage investment grades doubled in the fourth quarter. Spec-grades was 21% in the third quarter and bank loans were 23%. So the majority of the revenues for the fourth quarter were in fact in investment grade. You can see how these things move around and how we can have pretty strong offset. Let's not say that will happen every quarter. Going to structure, Craig, fourth quarter of 2014, asset-backed $22 million, which was 18% of structured revenue; RMBS, which includes covered bonds, $20 million or 17%; commercial real estate almost $36 million or 30%; and structured credit was $40.3 million or 34%; totaled $118.5 million. And as compared to the third quarter, there ABS is down a little bit; RMBS is about flat; commercial real estate is up in terms of percentage terms, it's only 26% in the third quarter; and structured credit was about flat at 34% in the fourth quarter. Looking at FIG, fourth quarter of 2014, about $60 million in banking revenue, 70% of the revenue line; insurance at $19.2 million or 23%; managed investments $4.3 million, which was 5% of the revenue line; and the other was $2.1 million; total of $85.3 million for financial institutions. Banking a little bit stronger in the fourth quarter with 70% of the revenue; insurance a little bit lighter than in the third quarter, where insurance was 30% versus fourth quarter's 23%. And going to PPIF, fourth quarter we saw almost $48 million of PFG and sovereign. That was up pretty nicely from $40 million in the third quarter. Our project and infrastructure of $42 million, down a little bit from the $44.8 million in the third quarter, and other is negligible. So the total is $90 million in PPIF. And do you want Moody's Analytics as well, Craig, or will that do it for you.

I'm good on that. But I do have one last quick question. Your overseas operations window, what percent of the revenues are booked overseas in U.S. dollars?

Craig, we're not going into that level of details on FX. I think the statement that we made is that revenue was about $55 million, $45 million U.S., non-U.S. But we're not going into the currencies, in which we're billing.

Can I ask you, is it a significant number maybe like north of 10% of your stuff overseas in U.S. dollars. Can you help us at all on that?

We don't disclose that, Craig.

And we'll go next to Alex Kramm with UBS.

Just want to come back to sort of a lot of detail you've given on the guidance. Maybe not so big one in particular, but if you look at the U.S., where Linda you talked about the issuance environment, in particular mid-single digit growth is the guidance. Obviously, there is no FX impact. And basically you said, IG flat and high-yield and never slowing down pretty substantially. So help us gap what gets you there? Like obviously, you have pricing power, you have a recurring revenue growth. So just help us a little bit here to get to the delta?

I mean we do have price opportunities, but I cautioned you on that side that those some of what we can do with price relates to volume of issuance. So if there is a change in a bond rating fee and bonds are not issued, we wouldn't see that pricing opportunity. I think probably the biggest thing that may not be top of mind is the increase in monitoring fees. We've had almost 2,000 new rating relationships developed since the beginning of 2013. So over the last two years almost 2,000 new names are being followed and we do take annual monitoring fees and a lot of that, the majority of that does come out of the corporate sector.

Anything to outside of the U.S. to point out what do you think in other regions the issuance and the revenue growth are more in line with each other?

Yes, I think they are and in particular I think we see some upside opportunity coming out of Asia. There has been good growth in new rating relationships and bond issuance in Asia, not just in corporates, but in financial institutions and banking sector as well.

And then just maybe switching topics, because I think in general you folks are pretty down on the outlook for issuance. But let's say, if you get into this environment where maybe it is even worse than what you are seeing here, what are the levers you can pull? I think Linda you mentioned the incentive comp and things like that. Can you share a little bit what the goals are there or the ranges in terms of where that could come out? And perhaps any other levers you can pull on the margin side?

We generally view that we have about $50 million of expense flexibilities that we can execute without causing a lot of difficulties. I would cautions that forecast on issuance, those forecasts are notoriously wrong. Last year we started off with investment grade issuance for 2014 said to be down 10% and we finished up 10%. So you have to be careful about that. And the first thing that we can do is we would probably look to slow our rate of hiring, if we see this difficulty. We can slow up on certain technology project, for example. But we think we've taken a good middle of the fairway view here in terms of our guidance. And I'll let Ray comment a little bit further, if he'd like to.

Now, as Linda says, we do have tools available to manage expense in more extreme environment, but frankly what we're looking at is just some uneven cyclical conditions. We're probably going to continue to invest through those, because we see some very good long term opportunities and we want to be ready to see some.

We'll go next to Peter Appert with Piper Jaffray.

Ray, appreciate your comments on the legal front, and of course I want more. So you guys don't see any need apparently in the context of the aggressive buyback to reserve cash for potential legal settlements. I'm wondering if you could talk about just where things stand on other cases. Are there any you'd call out that you think we should be paying particular attention to? And then any commentary on directional legal cost for you guys?

As I have said on the previous calls, the number of active cases is down dramatically from what we had in the peak following the financial crisis. It's down to about a dozen cases here in the state. And we have not had any new litigation since 2013, and the litigation that we have is uniformly in early stages. Nothing is going for summary judgment. There are no imminent trials. So there is not a lot of new news on the litigation front from our previous communications to you.

We talked about the financial strength and flexibility of the corporation in the prepared comments. We have very significant cash balances of almost $1.7 billion and undrawn credit line of $1 billion. And we're going to run our capital allocation plans in accordance with the guidance that we've given. And beyond that we're just not going to speculate on hypothetical.

Linda, how about any color on how the costs will build in 2015?

Yes, Peter, we've been taking a look at that. And I think what we wanted folks to do was take a look at the expenses. First quarter number you might want to focus on. We're never sure if we have this quite right. But we ended the fourth quarter at an expense run rate of about $532 million. We think folks should probably back that off to a little bit over $500 million in the first quarter of '15. And then we see our ramp this year is being a bit more gradual, because in '14 we had a lot of acquisitions to take into account and those are pretty expensive to bring online. And then we had strong incentive compensation builds in the fourth quarter, as we did better than we expected. So we would expect the ramp to go from sort of $500 million in expenses to maybe $530 million or $540 million. And that we'll largely see a pickup in the fourth quarter. So you want to take the ramp $30 million to $40 million. But it will be relatively smoother over the first three quarters with sort of how we're looking at it. But we often don't get this right, because of the incentive comp piece.

And then Linda, gross margin is quite a bit lower than what MIS does, correct?

I will pass that one over to Ray or Michel.

Yes, it is a lower margin business, and they do have public financials. So those are available to you.

But do you guys now run the business actively?

We have majority control. But as I said, it is a public company, so we're involved through the Board of Directors, and we have a majority of the Board of Directors, but there are also independent directors. We have someone that we've known for a long time as group CEO. So we are managing the business, but in the context of it being a public company with minority shareholder rights and procedures that have to be followed in an Indian context.

We'll go next to Bill Bird from FBR.

I was wondering if you could speak to what's happening on the investments grade line. It was really struck by the spike in investments grade revenues in Q4. If I look back over the last three years investment grade, typically throttles at $40 million to $60 million a quarter. So I was just curious if there is just kind of anything different going on in terms of how you're pricing the product or does this tie into Ray's comments on monitoring fees?

The fourth quarter was a strong issuance quarter for investment grade, but it was also supported by mix. There were some large transactions and some issuers that, even though they are investment grade might not fall into our frequent issuer pricings, so that they were on per issue pricing basis, and so it was both good volume and good mix. And monitoring as you mentioned, that continues to ramp.

This is how you can see the strength of the M&A financing pipeline coming through. And I think we had commented when I read through the various market sectors earlier, we do see a backlog of M&A financing from deals that have been announced and that's helpful to us.

And then separately as you look at the yearend based on the pipeline that you see right now, how do you see growth sequencing this year? Are we going to likely start strong than we finish or what do you see as the shape of growth this year?

This is also something that we notoriously don't perhaps do as well as we would like to in terms of the timing, because we are really subject to how the market looks from quarter-to-quarter. Recently, we've seen the second quarter and the fourth quarter to be stronger revenues quarters, Bill, and I think we would probably continue to see that. MIS has that pattern. And I think from Mark's business, the Moody's Analytics business, fourth quarter is always the strongest. It's quite strong and you saw that in 2014 as well. Beyond that I'll invite Ray to give any further comments, but that saw-toothed pattern would be something that I think we'd expect to see again.

On the MIS, that's what really has been driving the saw-toothed Mark's business. Moody's Analytics tends to grow sequentially whereas Moody's Investor Service follows the saw-tooth and being larger tends to drive a saw-tooth pattern for Moody's Corporation. As we've said, there are a lot of different opinions about issuance expectations for 2015. They are subject to, in my view, a more than customary number of uncertainties, which create both risks and opportunities. Certainly, looking at the strong job creation in the U.S. and how that might influence the Fed's thinking on interest rate, balanced against the weakness in global growth in most places that are not the United States and trying to manage that from a monitoring policy perspective, we will be watching that just as everyone else is. And I would imagine that that is going to lead periods of very active growth and periods of relative softness throughout the year.

And just one final question related to structured finance. Was wondering if you just speak to the new CLO risk retention rules and how you see them impacting the market?

Yes, the market's going to take some time to adjust to that. We don't see, for example, that there is going to be an elimination of CLOs. There maybe more of a concentration in some of the large CLO arrangers, but it seems unlikely to me at least that the banking sector is going to be able to step-in and provide the capital absent some sort of securitizations process. And so I would imagine the market is going to be looking for ways to continue to do that process in a way that is regulatorily compliant and economically attractive. It's happened historically and I would expect to see that again this year going into 2016, where it becomes effective.

Bill, one other thing I just want to caution you and all the other analysts and people who take a look at Moody's. As I said, the issuance pipeline in Europe looks very, very strong. In fact, we're told by the banks that it's difficult to get a roadshow slot to show your bonds in Europe right now. There is that much traffic for issuing into Europe. So some times some folks take an overly U.S.-centric view of things and Moody's is completely agnostic as to where companies issue. We're just pleased that they're issuing. So you should take a look what's going on over in Europe, as particularly the first quarter unfolds. And Asian issuance is looking pretty good for us as well. So just keep an eye on the global pattern this year, which might be a little bit different.

We'll go next to Joseph Foresi with Janney.

I wonder if we could drill down on what drove margins in the fourth quarter in the Analytics business. I just want to get a sense of sort of what took place there and maybe a better understanding of the trajectory. I know you expect them to increase in 2015?

Mark, do you want to comment on that?

Sure. Well, again, it was really two things going on. One were what I would characterize as the structural changes that we're making in the business and some of the operational disciplines we're bringing in to drive more margin, particularly in an enterprise risk solutions. So I think we're just doing a better job. We're being much more disciplined about pricing projects to ensure that we can deliver the kinds of profitability that we expect and require for the business. So that's a piece of it. And then the other piece of it is the fact that we just, as we discussed, we had a number of projects that completed sooner than expected, that for which we round up reporting revenue in the fourth quarter. So we had an inflow of revenue on the topline and our expense base was our expense base. So that was driving a bit of a spike in the fourth quarter. So you've got two things going on. You've got structural and then the cyclical, if you will. Is that helpful?

It is helpful. I wonder, is there a way to think about the trajectory of long-term margin expansions or even the trajectory of '15, will they step back down and then gradually go up or --?

Again, I guess, I'm going to hold to my commitment that we're going to grow margin in this business in ERS over the next several years and we're going to get a number of points of margin expansion over several years. So I think that's the way to think about it. I wouldn't guide you to think about a meaningful shift in margin one way or the other going into '15. Maybe that's the best way to set your expectations for this year.

And then obviously we're kind of excited about the European issuance market there. How do we think about either the profitability or the revenues coming in from European market in light of the currency and the move in currency? I know you've given overall guidance for the total piece. I'm just wondering, as you look at those two factors together, how should we be thinking about those?

Joe, let me talk a little about what we're seeing with FX. So we spoke about that for 2015, we would be pretty close to double-digit revenue growth, were it not for the FX piece. And of course, it hurts us on revenues and it helps us on expenses. So about 3% loss on revenue from FX and about the same to help on the expense line. The main exposures for us that we're working with are the euro and the pound. And we are able to hedge a portion of our exposure using some derivatives that are discussed in our Ks and Qs. It's pretty effective, pretty easy to hedge; transaction exposure, which would be something like acquisitions or debt issuance activities. Little bit trickier to hedge translation exposure. And for us, a good rule of thumb for everyone to think about, if the euro declines from the $1.15 we've budgeted for by another $0.05, that will hit us about $20 million in revenue. And that will be offset by about $4 million of benefit in expense, so net, $16 million on the operating income line. The EPS impact of a $0.05 decline in the euro would be about $0.05 on the EPS line. So you can think about that, use that as a rule of thumb, and that's assuming that the pound is pretty static in this equation, because the euro is the currency that's been moving around.

Yes. That's assuming that the pound at $1.51 and just the euro moving.

Yes.

And then just lastly, I know it's often difficult to find sort of the niche acquisitions that you're looking for. How does that pipeline look in general? And were there any specific areas that you're looking to capitalize on in '15?

We are always looking. We remain disciplined about what we try to pull the trigger on. More of the opportunities are on the Moody's Analytics side. The opportunity that we had with ICRA on the MIS side last year was a little more unusual. But in terms of the specifics on the Moody's Analytics side, I think we'd rather wait till we have something to announce, just so we can look around confidentially.

Joe, also just in case you want to think about the EPS impact of the acquisitions that we've done, and '14 was a pretty active for us, the acquisitions were dilutive by about $0.05 in 2014, and we expect that to be about the same in 2015, about $0.05 of dilution from the acquisition.

From our existing acquisitions.

Existing acquisitions rolling forward. But wanted to just give you that number, which might be helpful.

We'll go next to Bill Warmington with Wells Fargo.

So I had a question for you on Copal and Amba. You've mentioned that as a result of the discontinued product lines the revenue expectations there was going to be flat for 2015. But I wanted to ask what you thought the longer-term, how we should think about the longer-term growth rate for that group going forward? And also speak, perhaps to the demand that you're seeing from U.S. financial institutions for those types of services.

I am managing the business, so I'll take this one. You're right, we did discontinue a product line, so it's going to make it a little trickier to have the professional services line grow this year. Historically, and going forward, we would expect Copal Amba to be growing in the low-ish teens. Its margins, which we don't disclose are quite strong. And we're very pleased about that. But given the need for U.S. financial institutions, and in fact, global financial institutions to watch their expenses, we see very good demand for this high-end knowledge process outsourcing that we do. Legacy Copal supports investment bankers in producing pitch books and valuation models. Legacy Amba is more focused on providing support for equity research analysts. And both of those businesses are doing very nicely. So we wanted to focus on those core areas. And Mark may want to comment just a little bit more about what's going on with the rest of professional services, which he's managing.

Yes. On the training and certification side of Professional Services, the business is doing better. We had a couple of years where things were fairly soft in that area. The fundamentals in the business have improved nicely, but we are taking a pretty big whack there with the strength of the dollar, because much of that business is outside of the Unites States.

And then second question for you on CapEx, and $110 million to $115 million guidance. I wanted to just ask, if you look at the CapEx over the past three, four years, it's gone from sort of the mid-40s to $75 million in past year to $110 million to $115 million. Maybe talk a little bit about what's driving that? And also, if the $110 and $115, we should think of that is kind of the new normal for the way the business is being run.

You're right. We have had an increase in CapEx costs. Given the revenue line of the business, we're still running a pretty CapEx-light kind of business. But the main thing that we're doing here is pretty typical of other financial services companies as well, which would be, what we're doing here is we're making capital investments on the technology front. And over the next few years primarily that involves Moody's Investor Service as the main beneficiary in our corporate systems secondarily. And part of what we're doing here is we're providing for a more scalable and flexible infrastructure for MIS. We are hoping to make our analysts ever more efficient and have flexibility to deal with any kinds of regulatory change that might come in the future. So those are multiyear projects. Our businesses are performing really well. We are very pleased with how 2014 has come in. So we think it's appropriate that we continue to invest in those businesses. And yes, $110 million to $115 million is probably right for the next couple of years. But for the size of our business, it's still not a particularly heavy CapEx line. So hope that helps you out.

A couple housekeeping items. I just wanted to double check. The contribution from acquisitions on a total company basis, it looks like it was about 200 basis points to 300 basis points. Is that a good number? Looks like about 13% reported, 3% from FX, gets you to about 16% constant currency, and then 200 basis points to 300 basis points off of that for acquisitions to get to organic.

Are you looking at the revenue line or the operating line?

The revenue line. I want to just get to an organic constant currency numbers.

I don't have the specific number in front of me, but you're approximately, your range is correct. That is looking at Amba, which was a 2013 acquisition. So if you're specifically asking about the 2014 acquisitions, it would be a much smaller number.

And then just also asking the share count exiting the quarter?

Sure. I think the simple share count was at 204 million shares. And we took out about 4% net of the share count in 2014. That's probably reasonable to model as a net number over '15, Bill. We can never be sure exactly how that will work out, because as we said, we're shooting for $1 billion. Lacking any other better ideas, you probably ought to just look at that pro rata over the year. We run, as you know, systematic share repurchase programs, so we try to stay in the market all the time and we set those programs ahead of time, so we can stay in the market despite most things that are going on with the company. So I would run that, about $250 million a quarter, something like that.

We'll go next to Tim McHugh with William Blair.

Just want to ask about the corporate finance segment, the other accounts. Can you talk a little, remind me, I guess, what's in there and what's driving the growth that has grown quite a bit as percentage of revenue for corporate finance?

The MIS other line is a combination of Korea Investors Service and ICRA's non-ratings businesses. They both have some non-ratings activities. So that's what's captured in that line.

Are you asking about specifically other within the CFG line? Is that what you're looking for?

Yes.

Sorry. We're prepared to answer different questions here. So let me take a shot at that. What's in that line and the reason why it's growing, it includes fees from monitoring, which Ray has talked about are really nicely moving in our favor, because of the increased number of credits we're looking at. Then there is some other things, medium-term note programs, shelf programs, commercial paper, a smallish business on estimated ratings, and other indicatives, and corporate family ratings, and as Ray said the ICRA rating revenue as well. So it's a group of different things, but it is a large and nicely growing line item for us.

Is the monitoring fee is the piece that's driving it to grow so much as a percentage of revenue?

Yes. That is the largest driver.

And then you're being asked about the MA margins in general for 2015. Do you have, I guess, if I missed it, did you say something or gave your view on MIS's margins? Do you expect them to improve next year or be flat? I guess, what's the outlook?

No, I don't think we would anticipate margin expansion at MIS, if in fact we're in a mid-single digit revenue growth environment. Certainly, if we get surprised on the upside with issuance volume or rated coverage, I would anticipate having good incremental bring-down from that upside surprise. So we'll have to wait and see.

We'll go next to Vincent Hung with Autonomous.

Just going back to the guidance of investment grade flat, high yield down 10% and loans down 20%, that's just U.S., right?

This is not guidance. It's rather the view of a group of issuing banks that we talk to. So it sort of sets the tone in terms of what the various banks are seeing in terms of trends for this year. But you're right, that's U.S. only.

Do you have a similar sort of sense for Europe?

What I might do is turn it over to Michel, who might have a better sense of that.

As Linda said, I think we expect more positive story on investment grade. High yield, we should benefit from sort of the environment in Europe and then the sort of successful yield we see across the board. And as I think Linda mentioned last year was good year for leveraged loan and we expect that to continue. So that's sort of directionally what we're seeing at the moment.

And just on the comment about the pipeline for high yield was above average and developing. Is that's because it's been so weaker today?

I think you have a good point there Vincent. High yield is very subject to market conditions, and so as we started January with oil bouncing around, with overall rates coming down, but spreads widening a bit, the pipeline has only recently firmed. But that is a positive development for us. But again, we'll continue to watch it. And with fund flows being positive that's good as well. So we'll have to see, but we're encouraged by the recent strengthening.

And just lastly, on the investment grade strength in the fourth quarter, I think you noted the helpfulness of the M&A pipeline. Is that supported by the higher fees associated with having to do the deals quicker?

It can be, but not necessarily. So many of these are really large deals, and that the frequency of M&A deals and the size of them have generally been helpful to us.

We'll go next to Patrick O'Shaughnessy with Raymond James.

Couple of quick follow-up questions for you. So within structured finance that derivatives or structured credit bucket obviously had a very strong fourth quarter. Can you refresh my memory kind of what products kind of fall within that and where was the specific strength in the fourth quarter?

Structured credit is pretty much a CLO story these days, and that would speak to much of the strength in the fourth quarter. One of the things I was noticing as I was pulling this data together, CLO volume so far for 2015, issuance volume is $3 billion. 2014 issuance volume for CLO was $124 billion, which is just a very, very significant number. And we'll see what happens with that number in 2015, but that's what most of the structured credit consist of these days.

And for both the fourth quarter and the full year, CLO strength, I mean, there was real strength in the U.S. But I would also point to Europe, although it's a smaller market, a smaller component of the business, there was also strong growth there.

And then a follow-up question on the expense ramp over the year. I appreciate how it's kind of tricky to figure out exactly what that slope is going to look like. But given everything you talked about I think you said maybe start the first quarter barely over $500 million and then kind of finish the year maybe $530 million, $540 million. If we take, say, the low-end of that average, say that quarter is $510 million, you multiply that by four, that gets you to $2.04 billion. If I divide that by what your expenses were last year, $1.895 billion, I'm getting something like 8% expense growth. And your full year guidance is more like mid-single digit. So am I screwing something up with my math or is it just pretty tricky to figure out what that ramp is going to look like?

It's pretty tricky to figure out the ramp, and we're not going to go into it quarter-by-quarter. It is mid-single digit, so take a little bit of a look at what you're doing. We return back to target incentive compensation, which would mean 100% incentive compensation and no profit sharing. And I think as I mentioned, profit sharing is a little over $9 million this year and incentive compensation, because we had a good yearend and was a little bit higher. So we normalized those things as we go into the view of the expense ramp for 2015. So you're close, but you might want to think about it a little bit more.

And there are no further questions at this time. End of Q&A

Just a couple of housekeeping matters for everybody who might be trying to run models. We did note that regulatory and compliance costs will be about $5 million incrementally for 2015. So we wanted to make sure that that was noted by one who is working on their models. Additionally, we wanted to note the tax rate of 32% to 33%. In 2014, particularly in the fourth quarter, we had some positive resolution of one-off international tax matters. And to keep our lives exciting, the U.S. approved reenactment of extender legislation before the end of 2014. At this point that has not been extended into 2015, which is why we're looking at 32% to 33% rate for 2015. And I think with that, we've got most of the housekeeping out of the way, unless anybody else has any last final question.

Just before we end the call then, I would like to announce that we'll be hosting our Annual Investor Day again this year. We'll be doing it on Wednesday, September 30, here in Manhattan. And more information will be available on the Inventory Relations website, as we get closer to the event. So thank you all for joining us today.

And this concludes Moody's fourth quarter and full year 2014 earnings call. As a reminder, a replay of this call will be available after 04:00 PM Eastern Time on Moody's website. Thank you.