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

Manav Patnaik - Barclay’s Capital Inc. Andre Benjamin - Goldman Sachs Alex Kramm - UBS Peter Appert - Piper Jaffray William Bird - FBR Capital Markets Timothy McHugh - William Blair & Company Craig Huber - Huber Research Partners Doug Arthur - Huber Research Partners William Warmington - Wells Fargo Warren Gardiner - Evercore Partners Inc. Joseph Foresi - Cantor Fitzgerald Denny Galindo - Morgan Stanley Vincent Hung - Autonomous Research Patrick O’Shaughnessy - Raymond James

Good day and welcome, ladies and gentlemen, to the Moody’s Corporation Fourth Quarter and Fiscal Year-End 2015 Earnings Conference Call. At this time, I would like to inform you that this conference is being recorded and that all participants are in a listen-only mode. At the request of the company, we will open the conference up for question and answers following the presentation. I will now turn the conference over to 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 2015, as well as our outlook for full-year 2016. I am Salli Schwartz, Global Head of Investor Relations. This morning Moody’s released its results for the fourth quarter and full-year 2015, as well as our outlook for full-year 2016. 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 toward the end of our earnings release. Today’s remarks may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In accordance with the act, I also direct your attention to the Management’s Discussion and Analysis section and the Risk Factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2014 and in other SEC filings made by the company, which are available on our website and on the Securities and Exchange Commission’s websites. These, together with the Safe Harbor statement, set forth important factors that could cause actual results to differ materially from those contained in any such forward-looking statements. I would also like to point out that members of the media may be on the call this morning in a listen-only mode. I’ll now turn the call over to Ray McDaniel.

Thanks, 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 2015 results. Linda will follow with additional financial detail and operating highlights. I will then conclude with comments on our outlook for 2016. After our prepared remarks, we’ll be happy to respond to your questions. In the fourth quarter, Moody’s delivered revenue of $866 million, a decline of 1% from the fourth quarter of 2014, but an increase of 2% on the constant currency basis. Operating expense for the fourth quarter was $533 million, flat to the fourth quarter of 2014. Operating income was $333 million, down 3% from the prior year period. Adjusted operating income defined as operating income less depreciation and amortization was $362 million, also down 3% from the same period last year. Operating margin for the fourth quarter of 2015 was 38.5% and the adjusted operating margin was 41.8%. Diluted earnings per share of $1.09, was down 3% from the prior year period. For full-year 2015, Moody’s achieved revenue and EPS growth for the sixth consecutive year, despite difficult market conditions. Moody’s revenue was $3.5 billion, an increase of 5% from the prior year or 9% on a constant currency basis. Revenue of Moody’s Investors Service was $2.3 billion, an increase of 3% from 2014 or 8% on a constant currency basis. Revenue of Moody’s analytics was $1.2 billion, 8% higher than the prior year period, or 12% on a constant currency basis. Operating expense for full-year 2015 was $2 billion, up 6% from 2014. Foreign currency translation favorably impacted operating expense by 4%. Operating income of $1.5 billion increased 2% from 2014. Adjusted operating income of $1.6 billion increased 3% from the prior year period. Operating margin for full-year 2015 was 42.3% and the adjusted operating margin was 45.5%. On a constant currency basis and excluding our 2014 and 2015 acquisitions, operating margin and adjusted operating margin would have increased approximately 40 and 50 basis points respectively year over year. Full-year 2015 earnings per share of $4.63 increased from $4.61 in 2014. Non-GAAP EPS of $4.60 was up 9% from $4.21 in 2014. In both years, non-GAAP EPS excluded a $0.03 benefit from legacy tax matters. Full-year 2014 non-GAAP EPS also excluded a $0.37 gain, resulting from Moody’s acquisition of a controlling interest is ICRA Limited in the second quarter of 2014. 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 decreased 1% to $866 million, but was up 2% on a constant currency basis. U.S. revenue of $481 million was up 1% from the fourth quarter of 2014. Non-U.S. revenue of $385 million was down 4%, but up 4% on a constant currency basis. Revenue generated outside the U.S. represented 44% of Moody’s total revenue. Recurring revenue of $446 million represented 51% of total revenue. Looking now at each of our businesses, starting with Moody’s Investors Service, total MIS revenue for the quarter was $545 million, down 4% from the prior year period, but flat on a constant currency basis. U.S. revenue decreased 2% to $338 million. Non-U.S. revenue of $206 million declined 7%, but was up 2% on a constant currency basis. Revenue generated outside the U.S. represented 38% of total ratings revenue. Moving now to the lines of business for MIS; first, global corporate finance revenue in the fourth quarter was $246 million, down 7% from the prior year period, or 4% on a constant currency basis. This result reflected lower levels of non-U.S. investment grade and global speculative grade bond issuance, partially offset by improved levels of U.S. and European bank loan issuance. U.S. corporate finance revenue increased 1%, while non-U.S. revenue decreased 20%. Second, global structured finance revenue for the fourth quarter was $114 million, down 4% from the prior year period, but flat on a constant currency basis. Increased activity across most areas of structured finance partially offset lower CLO issuance. U.S. structured finance revenue was down 3% and non-U.S. revenue was down 5%. Third, global financial institutions revenue of $92 million was up 8% from the prior year period or 13% on a constant currency basis. This revenue was driven primarily by the U.S. insurance and European banking sectors. U.S. financial institutions revenue was up 7% and non-U.S. revenue was up 8%. Fourth, global public, project and infrastructure finance revenue of $85 million was down 5% versus the prior year period or 2% on a constant currency basis, primarily as a result of decreased U.S. public finance activity. U.S. public, project and infrastructure finance revenue was down 10%, while non-U.S. revenue was up 4%. MIS Other, which consists of non-rating revenue from Moody’s majority-owned joint ventures ICRA and Korea Investors Service or KIS, contributed $7 million to MIS revenue for the fourth quarter, compared to $8 million in the prior year period. And turning now to Moody’s Analytics, global revenue for MA of $321 million was up 3% from the fourth quarter of 2014 or 6% on a constant currency basis. U.S. revenue of $143 million was up 6% year-over-year. Non-U.S. revenue of $178 million was up 1%, or 6% on a constant currency basis. Revenue generated outside the U.S. represented 56% of total MA revenue. And moving now to the lines of business for MA; first, global Research, Data & Analytics or RD&A, revenue of $161 million was up 8% from the prior year period or 11% on a constant currency basis, and represented 50% of total MA revenue. Growth was mainly due to strong new sales and product upgrades coupled with record customer retention. U.S. revenue was up 10% and non-U.S. revenue was up 5% or 11% on a constant currency basis. Second, Enterprise Risk Solutions or ERS generated record revenue of $122 million and was up 1% from last year or 4% on a constant currency basis. Growth was driven by strength in the credit assessment and originations and stress testing businesses. U.S. and non-U.S. ERS revenue were each up 1%. Trailing 12-months revenue and sales for ERS increased 14% and 11% respectively. As we’ve noted in the past, due to the variable nature of product timing - excuse me, project timing and completion, ERS revenue remains subject to quarterly volatility. Third, global professional services revenue of $38 million, was down 10% from the prior year period or 6% on a constant currency basis. This result was primarily due to lower net new business at Copal Amba as well as the unfavorable impact of foreign exchange on the credentials and licensing business. U.S. professional services revenue was down 7%, while non-U.S. revenue was down 11%. And turning now to expenses, Moody’s fourth quarter expense was $533 million, flat to the prior year period. An increase in compensation expense for merit increases and hiring was entirely offset by reduced incentive compensation. Foreign currency translation favorably impacted expense by 3%. Operating margin for the fourth quarter of 2015 of 38.5% was down from 39.3% in 2014. Adjusted operating margin of 41.8% was down from 42.4%. On a constant currency basis, and excluding our 2014 and 2015 acquisitions, operating margin for the quarter would have been flat year over year and adjusted operating margin would have increased approximately 20 basis points. Moody’s effective tax rate for the fourth quarter was 29.4% compared with 28.1% for the prior year period. This increase was primarily due to a reduced percentage of income from lower tax rate jurisdictions primarily offset by the favorable resolution of tax audits. And now I’ll provide an update on capital allocation. On December 15, 2015 Moody’s increased its quarterly dividend by 9% from $0.34 to $0.37 per share of common stock. Over the course of 2015, Moody’s returned $272 million to its shareholders by dividend payments. With regard to share repurchase, during the fourth quarter of 2015, Moody’s repurchased 2 million shares at a total cost of $193 million or an average cost of $100.09 per share and issued 261,000 shares as part of its employee stock-based compensation plan. Full-year 2015, Moody’s repurchased 10.9 million shares for $1.1 billion or $101.14 per share, and issued 3.2 million shares under employee stock-based compensation plan. Outstanding shares as of December 31, 2015 totaled 196.1 million shares, down 4% from December 31, 2014. In December 2015, the Board of Directors authorized $1 billion share repurchase program to commence following the completion of the existing program. Including this incremental program as of December 31, 2015, Moody’s had $1.5 billion of share repurchase authority remaining. And turning now to Moody’s leverage, in November 2015 Moody’s issued $300 million of 5.25% senior unsecured notes due 2044. At the end of 2015 Moody’s had $3.4 billion of outstanding debt and $1 billion of additional debt capacity available under its revolving credit facility. Total cash, cash equivalents and short-term investments at quarter-end were $2.2 billion, up $555 million from December 31, 2014. As of December 31, 2015 approximately 68% of Moody’s cash and cash equivalents were maintained outside the U.S. Free cash flow for the full-year of 2015 was $1.1 billion, up 13% from full-year 2014, primarily due to changes in working capital. And with that, I’ll turn the call back over to Ray.

Thanks, Linda. I’ll conclude this morning’s prepared comments by discussing our full-year guidance for 2016. Moody’s outlook for 2016 is based on assumptions about many macroeconomic and capital market factors, including interest rates, foreign currency exchange rates, corporate profitability and business investment spending, mergers 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 for the British pound of a $1.42 to the pound and for the euro of $1.09 to the euro. For all other currencies, Moody’s assumes end of 2015 exchange rates. Although we expect continued market volatility, we’re projecting mid-single digit percent revenue growth in 2016 as well as EPS of $4.75 to $4.85. Operating expenses expected to grow in the mid-single-digit percent range. Moody’s projects an operating margin of approximately 42% and an adjusted operating margin of approximately 45%. The effective tax rate is expected to be 32% to 32.5%. 2016 free cash flow is expected to be approximately $1.1 billion. Moody’s expect share repurchases to be approximately $1 billion, subject to available cash, market conditions and other ongoing capital allocation decisions. Capital expenditures are projected to be $125 million to $135 million. Depreciation and amortization expense is expected to be approximately $130 million. For MIS, we expect 2016 revenue to grow in the mid-single-digit percent range. Both U.S. and non-U.S. MIS revenue are also expected to increase in mid-single-digit percent range. Corporate finance revenue is expected to be flat. Structured finance revenue and public, project and infrastructure finance revenue are each expected to grow in the high-single-digit percent range. Financial institutions revenue is expected to grow in the mid-single-digit percent range. For MA, 2016 revenue is expected to increase in the mid-single-digit percent range. U.S. revenue is expected to grow in the high-single-digit percent range and non-U.S. revenue is expected to be flat. Research, data and analytics revenue is projected to grow in the mid-single-digit percent range. Enterprise risk solutions revenue is expected to grow in the low-single-digit percent range, following earlier than anticipated recognition of revenue in the fourth quarter of 2015. Professional services revenue is expected to decline in the low-single-digit percent range. 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 your questions.

Thank you. [Operator Instructions] And our first question comes from Manav Patnaik from Barclays.

Yes, good afternoon. My first question, which I’m sure you’re anticipating, is just around the issuance assumptions, particularly on the ratings business. Could you just help give us a little bit more color on your underlying assumptions in terms of the global issuance volume forecast and maybe some of the moving pieces within those categories? And it sounds like other than corporate finance, everything else is up nicely, which is sort of contrary to I think what a lot of us were expecting. So just hoping you could shed some color on those pieces there.

Sure, let me let Linda start this off and if I have anything to add, I will.

Sure, Manav, Salli is going to put up a new slide, which looks at the summation of views we’ve gotten from a number of investment banks. And we received this on the afternoon of February 3. This is solely U.S. issuance information though. And it is for both financial and nonfinancial bonds and leverage loans. I’ll go through each of the categories that hopefully you could see up on the screen. Finally, I’ll conclude by making some quick comments on the European outlook. So firstly, investment grade, for January we saw about $125 billion of issuance. And it was the fourth highest volume month ever. However, $46 million of that issuance came from one deal, the Amba’s [ph] deal. We are encouraged by approximately $200 billion in the visible M&A pipeline, but volatility is impacting the pace of that issuance. So the pipeline is healthy, but we do seem to have some backup in the issuance pipeline. All-in funding costs are generally quite attractive. And lastly, the last point there and it’s just in M&A, shareholder-friendly activities continue to be cited as a use of proceeds. So for the year, we see about $1.2 trillion in investment grade issuance in the U.S., which is about flat year over year. And that’s a reasonable outlook that we can work with. Moving on to the speculative grade categories, high-yield bonds, January about $7 billion of issuance. The leverage market was soft in December. That tone has continued into January and that makes us cautious. $35 billion is in the forward pipeline, and again we see two classes of issuers, those with higher quality speculative grade names have access and those with lower ratings don’t; continuing headwinds coming from the commodities’ volatility issues and default rate concerns. And last week, we saw inflows back into high-yield funds, which we hadn’t seen since the start of the year, which may indicate that perhaps we’re establishing some stability which would be helpful. Though for the year, estimates range pretty widely on high-yield bonds. About $240 billion is the sort of mean number that we’re seeing. That’s down 15% year over year. Last year, I think we did about $275 billion. And this number has come down as we’ve moved to this point in time. Leverage loans, we saw a $20 billion of issuance left in January and expecting $260 billion, which is down 10% for the year; so we’ve seen low volumes in the high-yield bond markets and loans are about on pace with 2015. Leverage loan activity was consistent week-to-week in January. And banks expect this to continue. Again we can see $45 billion in the forward pipeline, but the timing of that is very much open to discussion and of taken default could cause the loan space to be impacted negatively, but less so than the high yield bond market; so investment grade in summary in the U.S., about flat this year, high yield bonds down 15% and leverage loans down about 10%. Now in Europe, just in terms of what we’re seeing there, generally, we see broader views as to what could happen this year in terms of issuance, but generally for Europe from the banks we’re seeing investment grade up about 10%, high yield bonds down about 10%, and leverage loans up about 5%. In terms of what we are seeing, the ten-year is quite tame at this point about 184, 185, and spreads on U.S. investment grade bonds about 216 bps and in high yield about 765 bps. So spreads have widened, but the ten-years come in, so we think all-in financing costs are relatively attractive. In Europe, the spread numbers are about 154 basis points for investment grade and for high yield about 538 basis points. So with that, I’ll turn it over to Ray. And potentially Michel may have some other color as well.

The only thing I would add is with respect to new rating mandates. We did have a healthy pace of new mandates throughout the year in 2015 coming in at about 770 new mandates. And that has continued to be a healthy pipeline early this year. So there’s obviously going to be decisions by potential new issuers about when and if they want to get in the market and I agree with Linda’s comments on stability, will encourage them in. But we take that as a good sign in terms of the pipeline of new activity of fresh names.

Okay. Fair enough. Thanks for that. And so, just one follow-up, in terms of just clarifying your mid-single-digit guidance for the total company and then for the divisions as well, what is the exact FX impact you are assuming in both those for the total? And I presume MA has a bigger hit to the numbers?

The overall impact of FX would be about 1% unfavorable on revenue and about 2% favorable on expense. I don’t have the breakdown by the individual business units, but that’s for the overall corporation.

Okay.

Manav, just to sort of put a stake in it for you, we’ve looked at - we budgeted as we said at $1.09 on the euro, the euro has in fact moved up a bit from there; and $1.42 on the pound. The net impact is, if the euro moves down from $1.09 by about $0.01 that hits us about $0.01 in EPS. But as we said, since we finished putting this together and in fact the euro has appreciated versus the dollar. And I don’t know if anyone else has any more specific comments. And that’s…

Okay. All right. Thanks guys. I’ll jump back in the queue.

Okay.

Thank you.

And we’ll take our next question from Andre Benjamin with Goldman Sachs.

Thank you. Good morning.

Good morning, Andre.

My first question is the one area you didn’t talk about in the detailed rundown is the structured finance pocket. So I’m just wondering what you’re seeing that makes you assume that accelerates the high-single-digit from mid-single-digit guidance last year and report it? And then, how much of that is being driven by a U.S. versus a Europe view?

Sure. We are really looking at strength in multiple areas of structured finance in 2016, within offset coming from the CLO sector, which we think is going to be softer. And really, I think the most important driver in structured side is the refinancing that has to occur for commercial real estate. So we expect to have a strong year for CMBS in particular, but also we expect to continue to see growth in the asset-backed and residential mortgage-backed security sectors. That is - and that improvement we anticipate in really all geographies, probably stronger in the U.S. except for the CLO area than in Europe, but we do expect to see growth around the world.

And then, you guys have always done a very good job of controlling cost and delivering on the margin. I guess, no one has the perfect crystal ball on the issuance for the year. If the view in issuance changes to the upside or, god forbid, to the downside, how should we think about how much room left you have there to continue to manage cost since you have already run the ship so tight so far?

Sure, Andre. Couple of comments. I would note that in the fourth quarter expenses were flat. And with incentive comp, we offset any other increase in compensation. So we’re pretty aggressive about managing expenses as you had noted. Just a couple of comments. If in fact the top line does pick up, we get pretty good operating leverage on those increases from the top-line. The only incremental piece that we really need to pay would be incentive compensation. So we look at maybe $0.60, $0.70 on the dollar of revenue so that is very helpful. As you pointed out the top line is the tricky part for this year. And we’re looking at margin being about flat. We finished last year at 42.3% and we’re saying that will be about flat this year. To be perfectly honest, it’s a little tough for us to have the margin come in exactly at where we expect it to. But we are reinvesting in our business and we think flat margin is fine. From an FX adjusted basis, we’re planning for expenses to increase by about $100 million in 2016 and those are about evenly split between three different things. The first is the roll-forward of the hiring we did at 2015. Second would be the hiring we’re doing in 2016. And the third would really be around technology and real estate changes that we’re making. On the technology piece, we are investing in our systems. Cyber security is a piece of that, which I think every financial corporation is looking at right now. And then we do have a bit heavier than usual real estate piece. I think you’ve probably seen, we’ve taken two floors over at One World Trade Center at very attractive rates. And the 52nd floor here in this building at 7 World Trade also at very attractive rates. But we do need to get those new floors online here and there will be some expenses associated with that. So nothing very exciting, but to drive the top line, which we think is pretty healthy, given what other companies are putting up. To drive mid-single-digits we do need to spend some money. And our plans are modest, but we are thinking revenue will be about flat. I don’t know if Ray or the division heads had anything more to say on that.

No, the only reminder I would make is that our reaction to cyclical changes is going to be less material than anything we see happening that’s more structural in nature. And so, if we do see structural changes in our markets, we are going to react more aggressively on the expense side.

Thank you.

Sure.

And we’ll take our next question from Alex Kramm with UBS.

Hey, good morning.

Hi, Alex.

Hey, coming back to the guidance for a second. Can you talk about the recurring fees on the rating agency a little bit? First of all, what are you expecting there? But more importantly, when you talk about monitoring fees in particular, I think that’s the biggest piece, how should we be thinking about that from a cyclically challenged perspective if there is one? I guess, what I’m trying to say is, if there are defaults in the high yield market that are picking up, if issuance slows at one point do monitoring fees start to kind of like roll-off and how should we be thinking about that?

Alex, let - maybe Ray and I can take a start at that and then we’ll ask Michel to think about it. The monitoring fees are the most constant part of our business. And the average life of debt right now is about seven years. So they moved very slowly. But we do have price increases on those fees year over year on new mandates that we bring on. And we would expect that that line would move to the upside and would move gradually. I’m not sure that defaults would have much of an impact on that. They’re really two different things. But I’ll ask Ray for his comments.

Yes. It would not be material. We have, I think as Linda mentioned, we have a trailing 12 months default rate for high yield at little over 3%, and we’re expecting that to increase by year end 2016 to about 4.5%. That 1.2%, 1.3% difference in default rates is not going to be material to the overall monitoring fees we get in, which obviously include not only the high yield sector, but the investment grade sector, and non-corporate monitoring fees as well.

Okay, great. And then, secondly, this is small part of your business, but was a little surprised in the professional services guidance. I mean, it seems like last year there was a - the tough comps from shutting down some businesses, that having that down again this year. Anything else going on, there is just a very tough environment, or why is not accelerating now, that you can right size the business it seems?

Sure, Alex. I’ll take a shot on that for Copal Amba and then I’ll turn it over to Mark on the training business. So what’s behind this Copal Amba? We had attrition of one large customer account. Now as you aware, you’re quite aware, Alex, the global banks are having some challenges right now. And some of them are responding to that by increasing headcount at Copal Amba, but one large bank went the other way. So we have to lap back. We are working very hard on restructuring of sales functioning and broadening away from the global banks in terms of the customers that we serve. And that’s going well. We are encouraged by our early progress there. But we did make very good strides integrating the business last year. We’ve really ramped up our internal efforts of having Copal Amba to support both Moody’s Analytics and the rating agency. So we are very encouraged by that. But as I said, we did have one large bank go the other way, and we’ve got to work through that. Maybe Mark wants to talk a little bit about training.

Sure, Alex. In the training business, we had a very good year in 2015 on the sales side in training, which is going to result in much better revenue out of that business in 2016. So that’s the good news. We still have a pretty sizable FX hit in the training business, so which is going to hold down the reported growth rate. But I think we’ve got some - we got much more strength on the training piece of professional services in 2016 than we saw in 2015.

Okay, helpful. Thank you.

And we’ll take our next question from Peter Appert with Piper Jaffray.

Thanks, good morning. So maybe for Mark, the strength in the Enterprise Risk Solutions business is noteworthy. I know you pointed out that some of it is timing, but this is the second year in a row we’ve got this timing benefit. So I’m wondering why you’re not a little more upbeat in terms of the revenue growth potential there.

I am not more upbeat about 2016, because we had two consecutive years of benefit from timing. We had a big revenue recognition event in the fourth quarter. We knew that was coming. We just didn’t know when it was going to come and it happened to come through in the late part of 2015 rather than in early 2016. So that was good news for 2015, but of course it impacts the 2016 outlook. The other thing we have going on, Peter, is that we continue to take some FX hits as we roll into 2016 as well. So we are a bit modest in our expectations for ERS in 2016. I’d just remind you that over the last - well, we had 1% growth in the fourth quarter in 2015, but that was off of a very strong 42% growth in the fourth quarter of 2014, so that was pretty good. If you look at the prior seven quarters, four of those quarters we came in at 24% or better and the other three were 12%, 13% and 14%. So we’ve had a pretty long run now, a very strong growth in the ERS business. And we’re just going to settle out a little bit in 2016 as we kind of get the - as the timing normalizes, if you will.

What does that suggest then, Mark, in terms of the sustainable growth rate in that business?

We continue to feel very good about the sustainability of the business. Again, if you look at on the sales side, sales growth was very healthy in 2015 despite our having taken about two points of FX hit. The other thing, I would just remind you of, and we’ve spoken about this before, but we told you we are deemphasizing the Implementation Services business. That’s the relatively low margin piece of the ERS business, which has been driving a lot top-line growth for us, but hasn’t been doing much on the margin. So as we back away from that, we’re going to give up a couple of points of growth on the top line to set ourselves up for more profitable growth going forward. And that’s a little bit - again, if these plans work out the way we’ve organized them, that’s going to be again a bit of a one-time hit to top line growth in 2016, but should set us up for good growth going forward and more profitable growth going forward.

So on that front, Mark, you’ve talked in the past about this mid-20% margin target. The margin is up just a little bit in 2015. So is the mid-20% target still relevant? Will we see progress towards that goal in 2016? And I’m asking this partly in the context of Linda’s earlier comment about sort of being comfortable with flattish margins. Are you backing away at all from the expectation of margin upside in Analytics?

Well, as we’ve said, we are - we view the margin expansion program for MA as something that is going to take place over several years. We view it as a marathon rather than a sprint. So we still have those plans in effect. We have the variety of things that we’re doing, that we believe will position us to run a more profitable business. The other thing I would note however, Peter, just to keep in mind in the context of Linda’s comments is that, as MA grows and grows faster than the rating agency as we saw in 2015, we do attract more corporate overhead. So we’ve also - we’ve got that offset going on as well. But nevertheless, our plans for driving more profit out of the business are still intact. We’re executing on those plans. We feel good about what we’re doing.

Okay. Thanks. I’ll follow-up later. Thank you.

And we’ll take our next question from Bill Bird with FBR.

Good morning. Just as a follow-up, Mark, I was wondering if you could size the timing benefit to revenues in ERS on the deliverable that was referenced. And secondly just wondering, if you’re seeing any change in client behavior in terms of their willingness to buy given the context of world volatility. Thank you.

As for the first piece, it was about $20 million that we pulled from 2016 into 2015. So it just gives you a sense of the scale of that thing. With respect to your second question, the short answer is no, demand continues to be very healthy. We really haven’t observed any meaningful change in customer behavior. We haven’t observed sales cycles lengthening or anything like that. The sales pipeline is very, very healthy. So honestly, I can’t say that we’ve observed anything that would suggest that what we’re reading about in the newspapers is impacting demand for what we’re selling.

And just as a follow on, can you give us a sense of just the size, rough size, of the implementation business that you are deemphasizing?

I don’t think we’ve disclosed that in the past. We’ve talked about - if you think about that as kind of the nonrecurring portion of the ERS business or at least a substantial piece of it, you can look at it in those terms. I think we’ve talked about that.

Yes, and I would also just add that this is not - we’re not stepping away completely from Implementation Services.

Yes, yes.

We will still do some of that, because it supports the product sales.

Yes.

So it’s difficult for us to give you a precise number on that, because we don’t know exactly what that interaction between implementation services and product sales will continue to be.

Yes, that’s exactly right. I mean to be clear we’re not taking Implementation Services to zero. We’re just not - we’re planning to keep it flat in 2016. But as Ray observed, and he’s quite right, we don’t have complete control over that. A lot of that will be down to what the customers want and what we think is the right thing to do in order to drive growth in the licenses and subscription sides of business.

Great. Thank you.

And we’ll take our next question from Tim McHugh with William Blair & Company.

Yes, thanks. I want to ask, emerging markets, just in the past you guys have - it’s basically my math was it added almost a point to growth in the last couple of years just in general, obviously choppier markets there. Can you talk about what’s the outlook there? Have you seen a slowdown in new ability to add new mandates and grow in those markets?

Michel, do you want to comment on the emerging market.

Yes. I think clearly these markets have been, as you know, are subject to a fair amount of stress. And we’ve seen impact notably in Latin America post-Petrobras. And in Asia actually, we have - we continue to have a good pipeline of new mandates, coming out of China notably. Although, the region clearly is subject to some of the economic pressures that you’re very familiar with. Rise of emerging market, that’s really - the Gulf States and Middle East, and those are small businesses really.

Okay. And as we think about price I know you target 3% to 4% over time. But I guess in the context of the current macro. Can you get, I mean, does still serve for us to think about three or four points of growth from price and the type of environment that we’re expecting for 2016?

Yes. We have built in pricing assumptions for 2016 that support our outlook, so we are still able to factor in price. As I’ve said in the past, some of the price does relate to issuance volumes. So if we change bond fees, and bonds are not issued then changing the bond fee doesn’t really matter. So what we’re going to - what the mix is in terms of issuance and how that aligns with where we feel we are adding particular value and think that we can adjust pricing. So I would stick with our long term comment that we think we can get three to four points on average. And we’ll see this year based on volume.

Okay, thanks.

And we will take our next question from Craig Huber with Huber Research Partners.

Yes, hi, thank you. Ray, you talked about default rates for high yield. I believe you said in the U.S. 3% going to 4.5% the year out. What are those numbers, please, if you exclude the energy sector?

If you exclude energy, as of year-end 2015, the 12-month default rate was actually quite low. It was about 1.6%. So with - and we don’t have a - don’t publish a speculative grade forecast by industry. But you can look at that 1.6% ex oil and gas, and metals and mining as compared to the overall default rate of 3.2% as of December.

Okay. And then also, Ray, just in general, when you look at the corporate debt market out there, both in the U.S. and Europe, are you seeing anything out there that makes you think there’s too much debt in the system out there, whether the coverage ratio is relative to EBITDA, what have you, relative to GDP?

I wouldn’t say we’ve seen anything that we characterize as a bubble. There obviously are some parts of the market that have more leverage than others and obviously there is stress in the energy, metals and mining sectors. But looking at the market more broadly, there’s nothing that I would say we’ve identified as being a particular red flag.

Okay. And then also in your guidance for ratings up mid-single-digit revenue for the year, would you characterize that as back half of the year weighted? And if so, are you also expecting more than normal pull forward, if any debt issuance from the refinancing wall in 2017 coming into the back half of 2016? I mean, how do you sort of see this either playing out in terms of the cadence of the revenue growth or lack thereof as the year progresses to get to that mid-single-digit number for ratings? Thanks.

Yes. I’ve thought for a while that the second-half of the year offers more potential probably than the first-half of the year and in part, because we do have the refinancing build from 2017 through 2019 coming closer on the horizon. And also just because we’ve been through a recent period of really strong volatility in the markets, and I think markets looking for more stability in energy and seeing where spreads settle that’s going to encourage. The stability itself will encourage issuance in addition to the refinancing walls that will be coming closer.

Okay. But a last question, Linda, I typically ask you. Can you break down the revenues by your four major categories within ratings, high-yield versus bank loan versus investment grade in the fourth quarter?

Sure, Craig. We can do that. So we’re doing Q4 2015 and the first line of business is corporate finance. So we’re going to look at four different areas: investment grade, spec grade, bank loans and other. The total revenue for this category for the fourth quarter was $246 million. So investment grade was $71 million, about flat from the fourth quarter last year in terms of percentages, little bit down on dollar basis. Spec grade decreased to $26.5 million from last year’s $34.1 million in the fourth quarter. Bank loan interestingly increased in the fourth quarter of 2015 to $44 million from last year’s $37 million. And bank loans were 18% of this total corporate line. Other was $104.4 million, down from last year’s $112 million, and represented 42% of splits. And again corporates represented 45% of the MIS revenues for the fourth quarter of 2015. Moving on to structured, we’ll go through five different lines. The total for structured is $114 million in 2015. First, to look at ABF and that was about $24 million, up a little bit from last year’s $22 million. Second is residential mortgage-backed securities, $23 million, up a bit from last year’s $20 million; commercial real estate, $37.5 million, up from last year’s about $36 million; and structured credit at about $30 million, down from last year’s $40 million; and others are pretty negligible, so again that all comes to $214 million. If we move on to FIG, total is about $92 million for the fourth quarter, and we look at banking, insurance, managed investments and other. So banking is about $61 million, about flat from last year’s $60 million. Insurance at about $24 million is up nicely from last year’s $19 million. Managed investments at $4.4 million, was flat to last year. And other at two-and-change was also flat to last year. And then lastly we go to PPIF, total is $85 million here. We’ve got three categories, which include PFG and sovereign first, which is about $46 million. Last year we’re about $48 million on this line for the fourth quarter. Project and infrastructure is the second category, about $40 million here, which is down from last year’s $42 million. And then other is negligible really in both periods. So I think that’s the total split of the big categories. Craig, does that get it done for you?

Yes, perfect. Thank you.

Sure.

And we’ll take our next question from Doug Arthur with Huber Research.

Linda, you mentioned that you dropped incentive comp or controlled that pretty aggressively in the fourth quarter. Can you give us some idea of the numbers there? Thanks.

Sure. So for fourth quarter of 2015 incentive compensation was 13% of our total comp expenses of $336 million for the quarter, which was just about flat to what we did for last year, but the components were quite different. For this year we put up $44 million in the fourth quarter for incentive compensation. Last year we put up $53 million. So this was delta of almost $9 million. The fourth quarter of 2015 didn’t come in as strong as we might have liked, and therefore the incentive compensation accrual backed off by quite a bit. Also what was interesting is last year we did have $7 million of profit sharing in the fourth quarter. And for this fourth quarter we did not have any profit sharing. And so that saved another $7 million, so really $16 million there, reduction in those two lines. Now, on salaries and benefits, we did move up from $255 million last year to about $272 million this year. So again, that increase in salaries and benefits were - that was completely offset by what happened with the incentive compensation. Stock-based comp was about flat at $20.5 million, so not much going on differently there. But, I think, what we want to demonstrate here, Doug, is we pulled the incentive comp lever pretty hard if things are a little bit weaker than we think. And the first reduction there goes to unfortunately to the employees. So that’s how we handled it. I hope that’s helpful.

Yes. No, that’s great. Thank you.

And we will take our next question from Bill Warmington with Wells Fargo.

Good afternoon, everyone.

Hi, Bill.

So I have a question for you on MIS. If you look at total MIS growth rate on a two-year basis, and by that I mean you just take the growth of a quarter and add it to the growth rate of a quarter year ago, it had been moving at about mid-teens for the first three quarters of 2015 and then the fourth quarter just reported it dropped to about 4%. And if we assume - and that 4% would line up with the guidance for MIS for 2016 - if we assume that that 4% two-year comp is kind of the target for 2016 and we go through by the quarters and keeping that 4%, it would imply Q1 will be about - down about 10%, Q2 up about 2%, Q3 up about 4%, and Q4 up about 7% to 8%. And I just wanted to run that by you to see of that is how the methodology was okay or maybe you could suggest a better one in terms of looking at how to think about the progression of MIS throughout the year given the uncertainties of the market.

Bill, it’s Ray. I have to be honest; I didn’t quite keep up with all the math. But maybe what I can do to be helpful is to remind listeners that our revenue typically follows a saw-tooth pattern with the second and fourth quarters being stronger, first and third quarters being softer. We did not see that pattern strongly in 2015, because of weakness in the fourth quarter. And I would anticipate at this point in time that we would be back to more of the traditional saw-tooth going into 2016. So second and fourth quarters - and I would also anticipate that, as I mentioned a little while ago, that we may see momentum picking up in the second-half of the year this year.

Yes. Okay. Ray, a couple of housekeeping items then, I wanted to just double check to see what the organic constant currency growth was for the company. I know that we don’t have a lot coming in from acquisitions with Lewtan and Copal, but I thought I’d ask for that.

I don’t have the organic constant currency. I had quoted that overall growth was 9% for the corporation on a constant currency basis. So we picked up about 4, 4.5 points on a constant currency basis, but I don’t have the organic/inorganic breakouts. Mark, do you have?

Yes. For MA, well, we were - as reported, we were up 8% for the year, organic constant currency would have been almost 10%.

Got it. Thank you. And the last question was - on the mandates you mentioned 770 in 2015 for the year. I just wanted to double check, what were the new mandates in 2014, 2013 if we haven’t had those?

I don’t have them in front of me but they were about a 1000 each year. So we were down from those peak years and those were peak years, those were record years for new mandates. But the 770 compares quite favorably to years prior to 2013. So we’re sort of in a middle range at this point between the peak and the historical run rate.

Got it. All right, well, thank you very much.

Thank you.

And we’ll take our next question from Warren Gardiner with Evercore Investments.

Hey, good morning. Thank you. So I just - I know that M&A can kind of drive these both kinds of services. And we kind of saw that in 2015 with the nice benefit to revenue for ratings. But I was just curious if we stay in kind of a choppier backdrop, how you guys could potentially benefit if at all from structuring related services?

Warren, it’s Linda. I think you had said M&A activity. I’m assuming you mean for the economy as a whole has been helpful to us in terms of bond issuance. You wanted us to comment on that. I’m not sure we were quite clear on the second part of your question there.

Oh, I was just saying sort of additional services related to M&A may have kind of helped you guys this year. And I was wondering if [Technical Difficulty] that was somewhat true with respect to potentially restructuring if things were to get choppier.

Sure. M&A has been a wind at our back. And as I noted earlier, we got about $200 billion in the investment grade M&A pipeline. And we got about $35 billion in the high yield pipeline. That’s kind of sitting there waiting to move. We’ve seen this situation before. We’re in a risk off part of the market. We’ve had a lot of volatility. But these pipelines will move eventually. We’ll wait and see where things go with the Fed potentially in March. But when we can see the pipelines there it does give us some view to be a bit more optimistic. The timing is the tricky saying and that’s why at Moody’s we don’t give quarterly guidance, because it’s very difficult to predict. But we do expect that M&A is continuing and that a lot of companies have bridge loans in place for financing and eventually they’re going to have to be taken out; so it’s a matter of when and I’ll let Ray say some more about that.

No, I was just going to ask Michel Madelain if he wanted to comment on our rating assessment services and the materiality of that compared to the overall MIS business?

Yes. Ray, Thank you. Typically, in M&A transaction we sometimes provide some rating assessment of the - designed to provide some indication of the impact of the transaction on the rating we have outstanding. Those are small and - the overall amount of fees and total fees, the total services are really small in relation to the overall revenue line. And they’re not really moving the dial basically from that perspective.

Yes. Okay.

And, Warren, I’m not sure if that’s what you were getting at. But if it was I hope that was satisfactory.

Yes. That was helpful. Thanks a lot. That’s all I have now.

[Operator Instructions] We’ll take our next question from Joseph Foresi with Cantor Fitzgerald.

Hi. So just wanted to come at issuance a different way to kind of close out the call; as far as swing-factors are concerned on the issuance question for what the outlook could be for 2016, what do you think the most important swing factor is? Is it the stability? I assume you’re expecting one or two interest rate hikes. Is it M&A? Is it the back-half of the year? I’m just wondering as an outsider what we should think about as being kind of the most important thing to look at.

I think it’s - first of all, some stability, so that companies feel that they have visibility in what their issuance would look like. Obviously, rates and spreads are relevant. I don’t think that movement on the short-term rates is going to be particularly impactful. It’s really looking more the long-term rates for the bond issuance. And it also has to do with economic momentum in the economy and refinancing needs. So if we have relatively wide spreads or volatility in the market, and we don’t see a lot of economic momentum to encourage capital expenditure and business expansion and we don’t have refinancing needs, then issuance is going to be more subdued. But when that combination of factors starts to come into better alignment, stability, spreads narrowing and the need to refinance either for business expansion or they need to finance either for refinancing or business expansion, that’s the virtuous cycle.

Got it. Okay.

And let me just comment a little bit more on our various sectors here and Michel may be helpful to this discussion. So we said for investment grade issuance looks to be about flat. In high yield bonds for 2015, we did $183 million of revenue, that’s about 5% of the corporation’s revenue, again high yield in 2015 only 5% of the corporation’s revenue. Bank loans a little over $200 million, about 6% of the corporation’s revenue. And in the fourth quarter of 2015, as I had said to Craig, our spec-grade revenue was down to $26.5 million. We thought very hard about high yield for 2016. And we think that the Q4 run rate in 2015, we hope it’s low. So we have reduced our high yield view. We’ve been very thoughtful about the quite as bad as it was in the fourth quarter of 2015. We are watching this very carefully. It’s probably the trickiest line we have to work with here. And I might invite, Michel, to say a little bit more about his thoughts on that, because that really has been I think the biggest challenge for us in terms of how we’re thinking about 2016. Michel, you want to add some color.

Yes. I mean, what I’d say is that really, when you think about investment grade, I mean the factors that Ray mentioned and you discussed earlier, which M&A, the economy are clearly the key drivers here. I think when you go to our heel [ph] then the impact of market sentiment and the overall - the spreads and the risk-on, risk-off sort of changes we see in, are probably much more impactful. And therefore, much more difficult - it’s much more difficult to predict the volumes that we should expect. And there the sort of idiosyncratic credit factors are playing a bigger role.

Got it. And just building on it, I’m going to take a crack at this question, because I know it’s a difficult one. Is there anything in particular you’d point out when you went through your guidance process this year versus other years, that you did differently that might shed some light on how comfortable we can become with the issuance guidance for 2016?

I guess, the short answer is no. We really didn’t do anything differently than we normally do. It’s a combination of internal work and speaking with other market participants to get their consensus views and we build our forecast off of that.

Okay. Thank you.

And we’ll take our next question from Denny Galindo with Morgan Stanley.

Hi, there.

Hi, Denny.

Just I wanted to - just real quickly, since we’ve been on here for a while. But I wanted to talk a little bit about the high yield line item. It does seem like it might be a swing factor this year. Could that actually benefit if you have this big wall of investment-grade maturities in 2016 and 2017, and some of that’s downgraded into high yield? Is that something kind of - it’s almost like a fallen angel effect. Is that something that could end up helping you in the high yield line item this year? Or maybe you could comment on that idea.

Well, I guess it would help the high yield line item. It wouldn’t help the investment grade line item. But I think your - the serious part of an answer to your question would be that we really wouldn’t expect a material commercial difference based on investment grade names falling into the spec-grade range. We have both frequent issuer pricing agreements and we have transaction based pricing. And so, it’s possible to see more frequent issuers dropping into the spec-grade range, but I think that would be very much at the margin and would not impact our - the financial part of our business as opposed to the Analytics.

Okay, that’s helpful. And then, lastly, someone did ask about restructuring, and it’s kind of the credit assessment part of the fees, said that was kind of minimal as it relates to M&A. Are there any additional revenue streams you would benefit from, if they had like a distress debt exchange or defaults or anything that occurs in a more difficult credit environment that doesn’t typically occur in a more favorable credit environment? Is that a meaningful amount so that moves the needle at all or is it relatively small as well?

No, I think it’s really, as Linda was pointing out, that to the extent that having companies in distress drives a portion of the mergers and acquisition activity we see in the market, that can be helpful in terms of new financing to handle that M&A. But otherwise, no, I don’t think it really is going to have a big impact.

Okay. That’s it for me. Thanks, guys.

Thank you.

And our next question comes from Vincent Hung with Autonomous.

Hi, how is it going?

Hi, Vincent.

Sorry, but to go back to high yield again, within the flat corporate finance guidance, what is the actual revenue growth assumption you have in there? And I got that pricing is harder to take in this sort of environment.

In terms of our outlook, we made, as you saw, we expect corporate finance to be flat. We would expect the investment grade sector to be a bit stronger than the spec-grade or bank loans. But we haven’t broken that out into further detail. The second part of your question, I apologize, just slipped my mind.

Just around pricing and high yield and bank loans probably more difficult…

Yes. Now, the pricing is - the pricing opportunities are similar. I think we provide a lot of value in the spec-grade market with our research and ratings. And so, yes, these are companies that have more difficult financial circumstances in many cases, but it’s also where marketability of their bonds and the commentary that we offer I think provides quite a bit of value to them.

Great. Thank you.

And we’ll take our next question from Patrick O’Shaughnessy with Raymond James. Patrick O’Shaughnessy: Hey, good afternoon now. Kind of a high level question for you here, so if you look at the S&P 500 medium firm net debt to EBITDA, I think it’s at the highest level since 2004. U.S. corporate debt outstanding has gone up by about 50% since 2008. So, I guess, given that backdrop and given where we are in the credit cycle. How does your view of corporate leverage kind of influence your medium and long term view of the issuance outlook?

Michel, do you want to offer any initial comments on that.

Yes, maybe, I think you are right in pointing to the fact that a number of metrics point to relatively high leverage in the system today for this entity. I think the - what’s we’re more focused on obviously are the sort of indicators of credit stress. We’re looking at liquidity, covenant protections and default - prediction of defaults. And then, what we see is a slight uptick, I mean, we’ve seen a lot of things getting movement [ph] in energy and mining space. And we have a slight uptick in the other sectors, but they remain - compared to historical standards well controlled. Now, in terms of the size of the debt, what we - to the extent these companies continue to operate these debts will end up - have to be refinanced. And that’s obviously a positive development. And as we’ve said before, we continue to build our portfolio of credits we have in CFG. And that’s also a positive for this line of business. Patrick O’Shaughnessy: Thank you.

It appears there are no further questions at this time. I’d like to turn the conference back to Ray McDaniel for any additional or closing remarks.

Sure. Just before I close I want to turn it to Linda for a moment.

Yes. We didn’t get any further questions on expenses for 2016, and just to make sure that we’re level-setting, we often comment on the expense ramp, but this time in the year we hadn’t done that yet. So I want to make sure that everybody’s on the same page with that. Over the course of 2016, we are looking at expenses to generally ramp from $35 million to $45 million from the first quarter to the fourth quarter. We would caution everyone that expense timing, FX movements, and particularly incentive compensation, can move that number around, as we’ve seen in previous years. We’ll continue to manage the costs carefully. We have about $50 million of expense flexibility that we can move on. If we did encounter more dramatic situation, we could probably about double that, but we are not expecting anything like that. And as the year progresses, of course, those amounts come down. Similarly, we didn’t have any questions on the tax rate. We are looking at 32% to 32.5%. We can’t do exactly the same thing on the tax rate every year, because we are impacted by individual audit results. So we do expect with U.S. being the balance of our income potentially for 2016 that we might have a little bit more to pay on the tax rate, so again 32% to 32.5%. And our CapEx guidance, I think most of you saw had moved up a bit, and that is primarily because of some things that we’re doing in technology and real estate, as we had said before, but just wanted to make sure that everyone was aware of those numbers, so that can assist in your modeling effort. And with that, I’ll turn it back over to Ray.

Okay. Thanks, Linda. And just in ending the call, I do want to announce that we will be hosting our Annual Investor Day this year on Wednesday, September 28, here in New York. And more information about that will be available on the Investor Relations website as we get closer to the event. So thanks for joining the call today and we look forward to speaking with you again in April. Thank you.

And this concludes Moody’s fourth quarter and fiscal year-end 2015 earnings call. As a reminder, a replay of this call will be available after 3:30 PM Eastern Time on Moody’s website. Thank you.