Good day, everyone, and welcome to the Moody’s Corporation Third Quarter 2022 Earnings Conference Call. At this time, I would like to inform you that this conference is being recorded and that all participants are in a listen-only mode. At the request of the Company, we will open the conference up for questions and answers following the presentation. I will now turn the call over to Shivani Kak, Head of Investor Relations. Please go ahead.

Thank you. And good afternoon, everyone, and thank you for joining us today. I’m Shivani Kak, Head of Investor Relations. This morning -- this afternoon and this morning, Moody’s released its results for the third quarter of 2022 as well as our revised outlook for full year 2022. The earnings press release and a presentation to accompany this teleconference are both available on our website at ir.moodys.com. During this call, we will also be presenting non-GAAP or adjusted figures. Please refer to the tables at the end of our earnings press release, filed this morning for a reconciliation between all adjusted measures referenced during this call in U.S. GAAP. 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, 2021, and in other SEC filings made by the Company, which are available on our website and on the SEC’s website. These, together with the safe harbor statement, set forth important factors that could cause actual results to differ materially from those contained in any such forward-looking statements. I would also like to point out that members of the media may be on the call this morning in a listen-only mode. Rob Fauber, Moody’s President and Chief Executive Officer, will provide an overview of our results and outlook, after which he’ll be joined by Mark Kaye, Moody’s Chief Financial Officer, to answer your questions. I will now turn the call over Rob Fauber.

Thanks, Shivani. Good afternoon. Thanks to everybody for joining today’s call. And like I did last quarter, I’m going to start with a few takeaways. And as everybody’s aware, during the third quarter, macroeconomic and geopolitical conditions continued to deteriorate. And that further suppressed the global debt issuance markets from the already subdued levels that we have seen in the first half of the year. At the same time, these conditions supported increasing customer demand for data and analytics to identify, measure and manage risk. And against this backdrop, our MA business continued to perform well, strong revenue growth of 14%, while MIS revenue declined by 36%. Overall, Moody’s generated $1.3 billion in revenue, with an adjusted operating margin of 39%. And we expect that low issuance volumes, particularly in the leveraged finance space, will persist through the remainder of the year. And as a result, we’re revising several of our 2022 outlook metrics, including our guidance for total Moody’s revenue, which is now expected to decline in the low double digit range. We’re also updating our outlook for full year adjusted diluted EPS to now be between $8.20 and $8.50. Now, in response to the expectation for continued economic headwinds, we’re also taking decisive steps to reduce our expense run rate by at least $200 million by year-end. And the cost savings will be realized across the Company and include a more than doubling in the size of our previously announced restructuring program, as well as various additional cost efficiency initiatives. And collectively, these actions put us in a position of strength as we head into 2023. And I’ll provide some additional details later in the call. Now, for the third quarter, MA recorded both, strong revenue growth of 14% and a 9% increase in annualized recurring revenue or…

Thank you. [Operator Instructions] And the first question is from the line of Ashish Sabadra with RBC Capital Markets. Please go ahead.

Thanks for taking my question. I was just wondering, if you -- as we think into 2023, if you could provide any initial color on how we should think about issuance. There was obviously an expectation that we may see a big bounce back in issuance. Is that still an expectation as we get into 2023, or just given the higher interest rate, is it more reasonable to think about a gradual recovery? I was just wondering if you could share some initial thoughts. Thanks.

Hi, Ashish. It’s Rob. And I’m pretty sure we are going to get multiple questions around issuance environment and issuance outlook. So, maybe let me start with kind of a big picture view and then as the call progresses, we will continue to kind of drill down, and I know we’ll talk about 2023. But you’ve heard me oftentimes on these earnings calls, when I said that -- I thought that the market could absorb rate increases as long as they were well anticipated by the market, and they were accompanied by economic growth. And that is not what we have had this year. So, the tightening cycle is really the steepest of the past two decades. I think that initially surprised the market. And it has been accompanied by decelerating economic growth. So, back on the last call, I talked about the factors that were causing the disruption to the market at the time. And I noted that, despite those factors, we expected that at the time 2022 issuance was going to come in roughly in line with the average of issuance from 2012 to 2019 period that excludes those pandemic years of 2020 and 2021. But given the weakness in the third quarter that as you heard me say, we expect to continue into the fourth quarter, we now think that the overall global insurance is going to be down something like close to 10% from that historical average. But what has really changed is that we now expect corporate issuance, and I’m including investment grade and leveraged finance, to be down almost 30% from that historical average ex pandemic. So, this is no longer kind of just down off of two unusual and record years for issuance. But now we see corporate issuance down meaningfully from its ex pandemic average going back to 2012. And I think that kind of illustrates the depth of the cyclical contraction that we’re dealing with at the moment. And as I think about, for the remainder of the year, I think the key is for the market to be able to get some certainty before it starts to get volatility. I think that’s going to be the case. So, let me let me pause there, and I’m sure we’re going to have some other issuance questions as we go forward.

Your next question is from the line of Manav Patnaik with Barclays. Please go ahead.

Yes. Maybe I’ll follow-up as you anticipated, Rob. You talked about $4 trillion of refi needs over four years. I was hoping you could just help us how that breaks out. It looks like more of it might be in ‘24, but just curious on your numbers. And then, in a typical year, how much was refi as part of the divination, compared to, I guess, into the rest of the categories, which might just be more on capital allocation as a group, if that’s correct?

So, we included, I think, a slide in the supplemental materials around the maturity walls. And, as you said, it’s $4 trillion -- $4 trillion to $4.1 trillion, very significant amount of debt that’s got to get refinanced over the coming four years across the United States and EMEA. And it’s interesting, we actually -- as we kind of normalized, you had about $200 billion of debt that fell out of the study due to withdrawn ratings in Russia. So, the refi walls actually did actually grow this past year, grew something like 4% on a like for like basis. But I think what’s really interesting, Manav, if you go back, just look at the slides back in 2019, those maturity walls have grown 28% from 2019. If you actually go back another year, 2018, they’re up 54%. And we’re looking at a few things. So one, just the absolute maturity walls are significant and they’ve continued to grow, despite the fact there was obviously some refinancing activity that was going on when rates were ultralow. If you look at U.S. spec grade for a moment. So, if you look at the first two years and our refunding studies, they are about 18% of the five-year total. That’s the highest percentage since we started tracking in 2010. And the other thing, I would say, Manav, just to also try to triangulate to your question. If you look at the maturity walls for 2023 and you look at what our expectation is for corporate issuance for 2022, and I understand that’s a little apples to oranges, but it represents about 50% of what we expect to be the global corporate financing activity in 2022. That’s a pretty big number. And remember, 40% of the MIS business, thereabout is recurring revenue. So now we’re talking about the support for that other 60%.

Our next question is from the line of Alex Kramm with UBS. Please go ahead.

I wanted to shift gears to the cost base, understand the restructuring program, but it will be helpful if you, I guess, Mark flush us out a little bit more. So, the $200 million achieved by the end of the year, how much of that is going to be actually impacting this year’s for your cost base? And then, I guess into 2023, how much on a net basis will be incremental as we think about the outlook there? And then, more importantly, I guess, if we expect growth to accelerate next year, hopefully, how should we be thinking about incremental margins on the ratings business? And are the low-60s target medium term still intact? So I know, it’s a three-part question, but I think it’s all important.

Alex, good afternoon. I anticipate we may get a couple of questions on expenses during our Q&A session today. And so, I’ll start off maybe by talking broadly about the restructuring program and addressing some of your margin specific questions now, and certainly we can take further ones later on. So, the market disruption and downturn, as you heard from Rob, you know, has extended for longer and has been more severe than what we anticipated early in the year. And because we’re primarily thinking that this will extend at least through the fourth quarter, we’re taking actions consistent without prior commitments and comments around being financially prudent and expense decisive. And that really means expanding the 2022, 2023 geolocation restructuring program that we established last quarter. So specifically, through year-end 2023, we now expect up to $170 million, or an approximate $95 million increase in aggregate charges related to additional real estate rationalization, as well as reduction of staff. And that’s going to include further utilization of alternative lower cost locations where the requisite skills and talents exist. And that’s all while ensuring that our focus and resources remain firmly allocated to protecting the high quality of our core ratings business, and continuing to strategically invest in growth areas within both, MIS and MA. For the full year 2022, as we take these additional personnel related actions, as well as exit and cease use of certain leased office space, we plan to record up to approximately $85 million in estimated pre-tax restructuring charges, and that’s going to be inclusive of the $33 million pretax restructuring charge that we’ve recorded year-to-date. And that means the remaining portion of the up to $107 million of restructuring charges will be recorded then in 2023. And these actions are now projected to result…

Your next question is from the line of Kevin McVeigh with Credit Suisse. Please go ahead.

Great. Thanks so much. And congratulations on the proactive expense management. I don’t know who this would be for. But any -- can you give us a sense of what level of conservatism you have in the 2022 guidance based on the adjustments you’ve made kind of year-to-date?

Yes. Hey Kevin. Thanks for joining us today. So, the way we kind of put together the -- some of -- the remainder of -- the guidance for the remainder of the year, we’ve essentially assumed a continuation of what we’re seeing right now into and throughout the fourth quarter. And just to give you a sense, our revised guidance for issuance implies that fourth quarter rate of issuance will be down in, call it, kind of the low-40s-percent range. And if we have another quarter of assumed unfavorable mix because of the softness in the leveraged finance markets, that would mean MIS transaction revenues would be down greater than that, right? So, they’d be down in the kind of low-50s-percent range. And then when you triangulate that back to revenue, implies that fourth quarter MIS revenue will be down in the mid-30s-percent range. And so that feels about right to us that we’re going to continue with this environment. We’ve got a pretty muted environment at the moment. And I think the rest of the year, in a way because we’re assuming that this continues, you’re kind of thinking of it as a bit of a wash because I think we’re going to be in a holding pattern until the market can get some more confidence about inflation peaking and, in turn, some certainty around the pace and trajectory of Fed rate increases.

Yes. Maybe just briefly I have two quick points. It’s worth highlighting that the confidence intervals around our modeled outlook are wider relative to what we’ve seen in prior periods, and that’s simply reflecting the heightened market uncertainty and volatility that we’re currently experiencing. And then, in contrast, MA has shown significant resilience to the current market disruption really as our customers continue to elevate and improve their level of risk resiliency, which underscores the mission-critical nature of our products.

Your next question is from the line of Toni Kaplan with Morgan Stanley. Please go ahead.

I wanted to ask again on the sort of outlook on issuance long term. You highlighted the refunding needs that’s supportive. And just wanted to understand if there’s anything that you’ve seen so far that would lead you to think that companies will try to delever in the coming years or anything that would sort of change the structural versus cyclical debate. And I know, Rob, you already said that you still think it’s cyclical, but just any data points that you’re looking at that would maybe influence that decision or debate?

Yes, Toni, sure. So, we’ll kind of zoom out here. And if we need to kind of zoom back into 2023, I’m sure we’ll do that. But as you said, Toni, there’s some pretty deep cyclical issues at the moment. We’ve talked about all the macro uncertainty. You’ve obviously got the market working off some of the excess supply of issuance over the two pandemic years. But there are a few things, I think, that we’re looking at that we feel are providing some, I would say, structural support for recovery in issuance markets. I talked about the refinancing walls, and those are very significant. There’s some concern during the pandemic with ultra-low interest rates, that we were eating into those maturity walls. It turns out they’re intact and, in fact, continuing to grow and will provide support for transactional revenue. But, I also say, this is -- there’s been no change to the relative attractiveness of debt financing. And you remember on various calls over the past, we’ve been talking about potential changes to tax codes and other things. None of that is out there. We’ve also seen -- there’s been a lot of focus on cash balances. And certainly, U.S. corporates were building cash during the pandemic years. We started to see that come down. So, our cash pile report shows about a 7% decrease over the last year. Cash levels are similar to where they were in 2018. And I would also say, Toni, that I’m going to zoom in on the U.S. for a moment, but U.S. corporates are in pretty good shape from a leverage standpoint. When we look at free cash flow to debt, that’s one way to look at it across our rated U.S. corporates. It’s at about 11%. That’s the best that it’s been since 2011. So that, to me, means that corporates still have some room to take on some additional leverage. And then the last thing maybe I would say is at the moment, we’re continuing to see some stability of spreads kind of remaining around historical averages. You heard me talk about a backlog of FTMs. So despite all of this and maybe that’s not a long term, maybe that’s a shorter term. But we do have -- we are seeing a lot of interest from issuers who want to tap the markets. So, as economic growth picks up, we expect all of that to be positive for issuance. I do think this is, as I said, is mostly cyclical, cycles come and go, but we feel good about our leverage to a recovery in the markets.

Your next question is from the line of Andrew Nicholas with William Blair. Please go ahead.

Just wanted to clarify a few things on the restructuring program. First, I want to make sure -- I’m looking at the slide 10. I want to make sure that that incremental savings of up to $100 million on the non-restructuring-related expense actions, I want to make sure that that’s something that’s baked in as opposed to a contingency plan. And then also, if you could give any color, and I apologize if I missed it, in terms of the split of those cost savings between corporate expenses versus MIS versus MA. I think, it would be helpful to understand that mid-50s MIS range that you alluded to, Mark, how much of that is a consequence of cost savings versus -- or cost actions versus maybe some baked-in growth next year? Thank you.

In terms of the incremental savings of up to $100 million that we list on the page 10 of the supplemental slide set, those are not contingency-based savings. Those are certainly actions that we will anticipate taking. Maybe Andrew, let me take your question from a perspective of expense levers that we have in the business. And I’ll try to group it in really four primary buckets, and that will give you a feel for how ultimately those savings are going to translate through to the two different segments. The first lever is very much related to our hybrid and purpose-driven work environment. And this environment really enables us to be equally effective and productive, as we were pre pandemic, with a much smaller physical office footprint. So last quarter, we announced plans to exit certain office space. And after further assessing the best use of our real estate footprint as well as gathering feedback from our global employees on their workplace preferences, we have identified additional opportunities for real estate rationalization as part of that expanded global restructuring program. And that real estate rationalization range that we’re looking at is between that $50 million to $70 million in total. The second category I’d point you to is certain non-compensation costs like T&E that are primarily business-facing, and those have increased compared to the prior two years. Now, although we anticipated these expenses to rise, there are others that we are prioritizing and reducing through supplier cost avoidances, rebates and volume discounts as well as negotiating for comparable levels of service with more favorable terms. And that’s going to include assessing whether any existing external services can be absorbed into our fully day-to-day responsibility. Now, the third category is really the largest, and that’s our largest expense and that’s people. And approximately 60% of our expense base is compensation and benefits. And we’ve already taken aggressive actions to prioritize hiring and hiring and open positions in key areas. And really, as part of our expanded restructuring program, we plan to increase our utilization of some of the alternative lower-cost locations, again, where those requisite skills and talent exist but protecting ultimately the high quality of the ratings and continuing to invest. And those actions themselves is really what’s going to lead to a higher MIS adjusted operating margin, at least in that mid-50s range that I mentioned earlier. And then fourth and finally, we also have naturally occurring expense levers in the business, for example, through our incentive compensation accruals. And those are going to flex based on the actual performance as compared to the financial targets that we set at the start of next year.

Yes. And just to reinforce, not contingent. Those are actions that we’re taking now to make sure that we can realize those savings for full year 2023.

Your next question is from the line of Jeff Silber with BMO Capital Markets. Please go ahead.

I want to get back to the issuance environment. I’m just curious what you think will be the first sign that issuers are looking for to come back into the market and where in terms of which verticals we might see those green shoots.

Yes. So, maybe this is a good time to kind of talk about 2023 and how we see issuance starting to evolve over the coming quarters. And I’ll touch on what those triggers are as I talk about that. So, as we always do, we’re going to provide our official forecast and guidance on our fourth quarter earnings call in February. It’s just too early. I’m sure, as you can appreciate, given all of the uncertainty. But the first thing, so the first trigger is, I think we’ve got to get some certainty into the market. And I mentioned earlier, that means that the market has got to get confidence that inflation is peaking so that the market can then get comfort with the pace and trajectory of Fed rate increases. And that is really, really important. And I don’t think we’ve seen that yet. And so, our view is that Fed funds is going to peak sometime in the first quarter of 2023. But the headwinds that we’ve got now are not just going to disappear overnight. We think that it’s going to take into early 2023 to resolve some of that, and we’re still going to have a relatively tough issuance comp in the first quarter. And maybe it’s worth to me just kind of saying, just in terms of where do I think we are in all of this. I think that the third and fourth quarters of this year are really kind of the trough for us in terms of the rate of issuance decline from prior periods. And I think that’s going to gradually improve throughout 2023 and particularly in the second half of 2023 when we get some easier comps. So, I think we’re going to look for that certainty. As I said, what we typically see in terms of the markets opening up. So, you see the investment -- big investment-grade issuers, you start to see opportunistic investment-grade issuance. And then you see higher-rated leveraged finance issuers starting to tap the market and really start to open the leveraged finance market back up. So, we’re going to want to have default rates that are under control, spreads that are -- as I said, that’s what’s important to look at spreads around the historical averages. And then, we’ll start to see that leveraged finance market open up. As I said, we’ve got a lot of backlog. We’ve got a lot of first-time mandates that have not tapped the markets, and we know there’s a lot of private equity dry powder waiting to get deployed. So, that’s how I would think about when we can -- what it’s going to take to start to kind of unlock the market.

Right. That was really helpful. Thanks so much.

Your next question is from the line of George Tong with Goldman Sachs. Please go ahead.

Sticking with the topic of debt issuance, your guidance implies 4Q issuance will be down in the low-40s range, similar to 3Q. If you look at how 3Q progressed, did it get worse progressively moving through the quarter? And the first couple of weeks of October were quite weak, much, much steeper declines than in the low-40s. So just curious, what assumptions are you baking into 4Q? Are you assuming the exit rate from 3Q and early 4Q will reverse and get better such that you land at overall average 3Q levels? And if so, what are you seeing in the markets that would prompt that?

I think your underlying hypothesis and thesis is very consistent with the scenarios that we looked at in setting our guidance for the remainder of the year. We definitely overweighted the September and October month-to-date issuance, informing our outlook for the remainder of the year. However, there really are two key points I want to stress here. One, the bands are wider now thinking about the outlook for the year than what we’ve historically seen. And second, we do believe this disruption is predominantly cyclical in nature. You heard Rob talk about a minute ago that we may be at the low point of the cyclical cycle. So, while we may see transactional revenue declines in the first half of next year, they’re unlikely to be that same level of severity that we’ve seen in the fourth -- seen in the third quarter and are implied for the fourth quarter. So, those are the kind of things that we’re thinking about sort of as we develop the full cost for the year and as we’re thinking about the first half of next year.

Your next question is from the line of Owen Lau with Oppenheimer. Please go ahead.

Could you please talk about how the private credit markets have impacted your results? Is there any area that Moody’s can still get a piece of it? And also, how do you think about your ability to achieve your medium-term targets based on current backdrop? Thank you.

Hey Owen. Thanks. So, this is an interesting topic, and we’ve been getting some questions from investors about this. So, let me share a few perspectives on this. First of all, just kind of the size of the market, about $1.2 trillion in 2021. It’s expected to continue to grow, assuming that this asset class continues to hold up. But the segment of the market that represents, I think, the potential cannibalization risk are loans, I’d say, $300 million and up. That’s kind of broadly the minimum threshold for deals that get done in the public market. And in 2021, something like $50 billion of those loans done in the private credit market versus a leveraged finance market that was, call it, $1.3 trillion. So, this year, we’ve had severe dislocation in the public leveraged finance markets. And that figure for that cohort of loans could be as high as kind of $90 billion to $100 billion. So yes, the private credit market was able to step in and provide some financing for certain transactions while the public markets were dislocated. But I think that actually brings us to an interesting question about risk and sustainability. So, private credit market clearly has more flexibility to provide higher leverage than public markets, meaningfully higher leverage. The private -- the cost of private debts is typically higher yielding, right, so more expensive than public markets. And leveraged companies with expensive debt typically have high default rates during periods of stress. So, I just -- I’d be wary of people that tell you that this time or this sector is different. So, it remains to be seen how this asset class is going to fare if we’ve got a meaningful increase in credit stress. I think it’s probably going to be hard to…

Owen, on your second question, just on the medium-term target, so we introduced medium-term guidance in February of this year. And we set 2021 as the base year. And that was obviously prior to the very significant geopolitical shocks that have resulted from the Russia-Ukraine conflict as well as the unforeseen degree to which inflationary pressures driven by post-pandemic demand-supply mismatches would emerge. In establishing our medium-term targets, we intentionally assumed a period of economic stress following two historically strong issuance years. And our assumptions included foreign exchange rate stability as well as the expectation for interest rates to gradually rise over this period with global GDP gradually decreasing. However, as we know, this is certainly not how 2022 has unfolded in the space and the degree of macroeconomic headwinds with inflation at levels not experienced in decades. And as a result, we’ve seen central banks rapidly rise rates in attempt to current inflation expectation. And we’ve seen FX rates react quite significantly with the flight to quality. And so, those factors collectively have contributed to a lot of what we spoke about on the call this morning, really that extended in more severe market disruption. Now fundamentally, we believe the underlying factors and drivers of our business remain firmly intact. And the key to achieving our medium-term targets is going to be heavily influenced now not only by the macroeconomic outlook but also efforts around expense prudence and discipline and the issuance recovery pattern that we’re going to see in 2023 and beyond as issuers return to the market to refinance those existing obligations, fund their working capital needs and really invest for growth. And so, given those developments, we’ll be revising select medium-term guidance metrics when we hold our fourth quarter earnings call in February.

Your next question is from the line of Faiza Alwy with Deutsche Bank. Please go ahead.

So, I’m going to sneak in two. Just -- one is on MA margins. I believe you increased your outlook for ‘22, and I’m curious if that -- like what’s the reason for that if you’re maybe deferring some investments that you were originally planning to make this year? And sort of if you can talk about any sort of broad outlook on that for ‘23? And just my second question is, I believe you have some interest rate hedges in place where you’ve swapped your fixed rate for floating. So curious if you could share some perspective around what your exposure is to that and sort of when those hedges expire? Thank you.

Faiza, good afternoon, and thank you for the questions. On MA’s margin, I’ll speak really about 2022. So, after expanding MA’s adjusted operating margin to be above 30% year-to-date, we obviously are pleased to raise our guidance to approximately 30%, which is up from approximately 29% last quarter. And that includes about 100 basis points of margin compression from unfavorable foreign exchange translation rate and approximately 30 basis points of net headwinds from recent acquisitions, primarily RMS. And what it really means is that the underlying MA margin is expected to expand by over 500 basis points off of 2021’s actual result of 26%. I will note that the 100 basis points improved full year margin outlook does reflect new and ongoing expense control initiatives, primarily supported through actions from our corporate or shared service areas, so we’re still investing back in the business. And we still expect expenses to increase in support of growth opportunities in MA in the fourth quarter as we capitalize on our existing revenue momentum. On your second question around floating rate exposure, so we seek to maintain a floating rate exposure of between 20% and 50% of our overall debt portfolio. And although we initially issue all debt at a fixed rate, we do maintain a basket of interest rate and cross-currency swaps that convert a portion of outstanding fixed rate exposure to floating rates. So, as of September 30th, our floating rate debt was approximately 32% of the portfolio. And then, now most importantly, that’s a portion as 28% euro exposure and just 4% U.S. dollar exposure. So, our stock portfolio has performed very well historically. It’s reduced annual interest expense by about $55 million in 2021 and an anticipated $40 million this year. And it also brings our average -- weighted average cost of capital down by about 20 basis points to just over -- or just under 3.1%. If I try to think forward now about the impact to our P&L from the latest forward curves and what they imply for euro and U.S. dollar moves, you could think about the swap portfolio is moving to a more neutral rather than positive impact. So, taking that into account plus the fact that we issued debt this past August, I would expect the actual interest expense in 2023 to be higher by between $40 million and $60 million.

Yes. And just to kind of reemphasize, the balance that we’re trying to get right is being financially disciplined while, at the same time, making the investments that we need to make to continue accelerating ARR growth in MA.

Your next question is from the line of Craig Huber with Huber Research Partners. Please go ahead.

Two quick housekeeping questions on pricing and incentive compensation costs. Historically, you guys raised prices usually 3% to 4% on average across the portfolio. What’s it going to be this year, please? And is it materially different for the ratings business versus the overall? And then, what’s your outlook for price and maybe next year, maybe it’s too early to talk about that. But if you could touch on that, I appreciate it. And then what was the incentive comp in the third quarter versus what it was for the first two quarters? Thank you.

Hey Craig, it’s Rob. So on pricing, and I’ll touch -- first of all, as we always say, we’re looking for kind of a 3% to 4% annual price increase across all of our business. And I would say that if anything, the -- and you hear us talk about this all the time, the volatility and uncertainty has really reinforced the importance of what we’re doing and the value of what we’re doing. In MIS, as we do every year, we conduct a very detailed review of our pricing across sectors and regions, and based on that work in the coming year, our list prices will probably reflect a bit more of an increase than our historical average. But our actual pricing realization as -- really as it always does, is going to depend on issuance mix. Where does the mix -- where does the issuance actually come from? In MA, we always think about our focus on kind of value-based pricing. And that’s why product development and integration of our content is so important. We’re looking to integrate new analytics and data sets into our offerings because that allows us to support both price increases but also upgrades and add-ons. And that’s why we actually think about those two things together. And so, we’re continuing to see some very good usage and demand for our products. That continues to support the pricing opportunity going forward.

The third quarter and year-to-date incentive compensation accrual was approximately $60 million and approximately $180 million, respectively. For the full year of 2022, we expect incentive compensation to be approximately $240 million. That implies, obviously, approximately $60 million in the fourth quarter, and that’s around 30% lower than the total incentive compensation we accrued for in 2021, and that’s primarily driven by a downwardly revised outlook for rated issuance.

Your next question is from the line of Andrew Steinerman with JP Morgan. Please go ahead.

Hi. Rob, I’m going to ask you about that trough comment. So, if you could just be a little more specific what you meant when you think fourth and third quarter is likely to be a trough for debt issuance, noting that we still have unfavorable mix in the fourth quarter, like when would you expect MIS revenue to start to improve?

Yes. So, what I really meant was that the year-over-year quarterly declines in revenue in MIS, we would expect a trough in the third, fourth quarter of this year. Even though we’ve got -- so we’ve got a tough comp in the first quarter of next year from an issuance perspective. But we think that the rate of declines have probably bottomed out here in the third or fourth quarter, and we’ll start to see gradual improvement throughout the balance of next year.

Right. Okay. That’s a revenue comment. I got it. Thank you.

Your next question is from the line of Shlomo Rosenbaum with Stifel. Please go ahead.

I want to touch on both, what Manav talked about and Toni talked about. With the refi walls that we keep talking about, how much real support is there from these refi walls for MIS revenue? Like if I were just flat out say, “Hey, 2022 midpoint of revenue guidance, if we just have our refi walls, that would provide X percent of revenue.” Is that something you could provide so that we can get some kind of sense on that? And then just on the refi walls, I mean, most of the people on this call or were on the call earlier this morning that heard the CFO saying, “Hey, with the rates going up, we’re going to start paying down more debt.” And I’m just trying to understand what leverage measured as debt divided by EBITDA, it doesn’t take into account the interest expense. And CFOs, they want their earnings to increase besides just looking at debt to EBITDA. And how are you kind of factoring that into your refi wall expectations?

Yes. So, maybe just to try to come back and triangulate to see if this can help. If you think about the -- and it’s the first part of your question, if you just think about the -- let’s talk about in the corporate space. If you think about the maturities that are coming due in 2023, right, so we do our maturity walls. We’ve got four years of forward maturities. And then, when we look at what our expectation is for corporate -- global corporate finance issuance for this year, and I understand the 2023 maturity walls are going to get refinanced next year. But just given current levels of activity, it’s about 50%, right? So that, I think, is how you can start to size, right? And then you can say, okay, well, now as I think about the way to build to MIS revenue, well, 40% of it roughly is recurring revenue, then I’ve got 60% is transaction, how much is corporate and how much of those maturity walls there in corporate? Because that tends to be much more stable with financial institutions on kind of more regular issuance calendars and so on. So hopefully, that kind of gives you a sense of the size relative to the current activity levels in the market today.

And just on the deleveraging for a second, the dearth of issuance that we’ve seen, obviously, as a result of the year-to-date cyclical market disruption doesn’t indicate or lead us to believe or expect the trend of deleveraging. Just think about the factor when estimating future refinancing activities, one factor is certainly rising rates. That’s going to deter individual company treasuries from necessarily retiring use, for example, through -- or retiring debt, for example, through the use of any excess cash on the balance sheet. And the rationale we’re thinking there is that as the cost of debt increases, companies are going to be more likely to retain debt that was borrowed at more favorable interest rates rather than pay off those borrowings and then incurring the potential risk of being required to reissue in the future at higher rates and, therefore, potentially lower investor demand.

Your next question is from the line of Russell Quelch with Redburn. Please go ahead.

A couple of questions. Firstly, am I right in saying that the ARR for Decision Solutions has fallen quarter-on-quarter from 11% previously to 10% this quarter? And if so, why? Maybe start there.

I understand how you’ve drawn that conclusion, but I think there’s some nuance here that we need to be able to provide to you. So ARR is an organic number and it always has been for us. So we have not had RMS in our ARR number that we have been reporting. So, Decision Solutions’ ARR grew about 10% in the quarter, but that’s with RMS now included. It was not previously. So that created a 3 percentage-point drag on Decision Solutions’ ARR. That would have been 13%, if we go back to the last quarter, Decision Solutions, now on a like-for-like basis was 11%. So, we look at this as actually an acceleration of a like-for-like ARR. And I think everybody on this call knows that RMS has had a lower growth profile. We’re confident about our ability to enhance that growth profile. But the ARR growth in RMS today is lower than MA, so it has a dilutive effect now that we’re including it in the ARR metric. I would say the same thing is true if we zoom out at the MA level, and I think that’s important to understand, too. So RMS was about a 1 percentage-point drag on overall MA ARR. So again, on a like-for-like basis, MA ARR, if we had not included RMS, would have been about 10%, up from 9% last quarter. And as you know, we’re guiding to low double digit for the full year. So, you heard me mention acceleration of ARR. That’s why we feel that there’s an acceleration of ARR.

Okay. Yes. That makes sense. And just as a follow-up, I mean, given the experience of 2022, is now the time to look more seriously at scale M&A opportunities in MA as a way of sort of reducing earnings volatility in the business? And I just wonder what your appetite for deals in this environment would be. Thanks.

Yes. So, we have a very active approach to corporate development. We always have. We have some very well-defined product road maps and what we call business blueprints about what are our customers looking for across our various product suites and where do we have gaps. Obviously, we’re pretty active last year and over the last several years, and we feel really good about bringing in RMS and really bulking up our capabilities around insurance and climate. So, we -- I think we feel pretty good about the portfolio that we’ve got. Sometimes it’s harder to transact in these markets than you think because there’s a bid-ask spread between what the sellers think is their valuation and what the buyers are willing to pay. And I would view us, I always have, as a disciplined buyer. We’ve got to make sure that we can achieve the synergies to make sure that we get the return hurdles that we want. So I guess, I would say, we’re always looking. We’re very disciplined in this market. And we’ve been using this time to really integrate what we’ve acquired over the last several years and really make sure that we’re getting the value out of those acquisitions that we were seeking to get. And frankly, we feel pretty good about the integration and the progress we’re making around a number of those deals that we’ve done over the last few years.

Your next question is from the line of Jeff Meuler with Baird. Please go ahead.

Maybe if you could put some additional commentary around enhancing RMS’s growth profile. So, I caught that it’s on track from a financial target perspective, but for instance, like how are the upgrades for the new platform going? Where are you in terms of integrating the heritage Moody’s capabilities and leveraging MA’s market? And I guess, related to it, I think there’s some -- I think ESG has taken a bit of a hit in 2022. Is that showing through in terms of demand for your ESG solutions from clients and prospects or not? Thank you.

Yes. So, I’d say I’m pretty encouraged by where we are with RMS. And we’ve got a number of things that we’re making some real progress around integration. We’re on track certainly for the financial targets that we announced at the time. We’re at year end. We have confidence over our ability to continue to accelerate sales and revenue growth next year. I mean, you had asked about some of the tangible things that we’re doing. Let me just touch on a few. So, we’ve had some really nice traction around what we call ESG for underwriting. And that’s taking Moody’s ESG content and then being able to integrate it into the underwriting and portfolio management processes of RMS customers. And one of the things that our customers were looking for is just very broad coverage. And so, that’s been -- we’ve made some very good progress there. Second, we’ve been integrating RMS’ life risk models into our existing life offerings. And then on climate, and as you know, when we announced this deal, we wanted to be able to move much more substantively into insurance but we also want to be able to leverage their climate capabilities. And we’re developing a pretty thorough product road map around what we call Climate on Demand. And so, we’ve been engaging with a lot of customers in the banking and commercial real estate space about what they need and want around climate, and we’re building out that capability, leveraging the RMS, IP and models, and we’re building a sales pipeline for that. Another area that we see a lot of synergy is around commercial real estate. You’ve got -- RMS has a depth of information, obviously, about the physical risk relating to properties. We have enormous amount of information about a wide…

Maybe just two quick numbers around that. So we are maintaining our expectation for 2022 RMS sales growth to be in the mid-single-digit percent range. And that’s obviously up from RMS’ historical growth rate in the low-single-digit percent range. We also now expect RMS to become accretive or moderately accretive to adjusted diluted EPS in 2023. So, that’s a year earlier than what we previously projected in our deal model and as we communicated previously to the market. And then finally, our expectation for ESG and climate-related revenue is for a low-double-digit percent growth this year to approximately $190 million.

Yes. And maybe the last thing I’d add kind of beyond the numbers, but this stuff is important is we just found that the marriage with RMS has been a great cultural fit. And our teams are working really well together. I think that bodes really well for our ability to kind of deliver on integrated risk assessment together.

Your next question is a follow-up from the line of Alex Kramm with UBS. Please go ahead.

I know it’s late in the call, but just coming back to my original question from earlier, Mark, your mid-50s comment on MIS was helpful. But I think it’s somebody else said, there’s probably some sort of growth assumption embedded in that. So, if I may come back to the specifics I asked about earlier, like can you give us a little bit more help when it comes to the net impact of the $200 million restructuring this year and next year? And then, how we should be thinking about incremental margins in MIS as we think about 2023? I think that would be helpful as we have our own growth assumptions, clearly.

Alex, I appreciate you coming back into the queue to ask this question. I am -- we would like to intentionally not front-run our MIS revenue outlook for 2023. I think what we are comfortable committing to as a management team is what we’re able to control. And we certainly are able to control our expense base. And I think what we’re also comfortable to commit to you is that we’ll get the 2023 MIS adjusted operating margin at least in that mid-50s percentage range. In other words, as you consider modeling this out, we don’t want you to take the approximately 51% that we’re guiding to for 2022 and assume that’s a new baseline.

Yes. And I guess, Alex, I would say we don’t want to base that on just hoping that there’s growth in order to get to that level. So, we -- the hope is not a strategy. So we’ve really tried to think about the expense base without having to think that the only way that we can get to that margin that Mark is talking about is by having a huge snapback in revenue. Hopefully, that gives you a little bit of insight.

No, I appreciate it very much. Thank you.

Your next question is a follow-up from the line of Manav Patnaik with Barclays. Please go ahead.

Yes. Sorry. Maybe I can just follow -- complete with a follow-up to that question. So the $200 million in savings, is that all in the MIS business? Is that how you get to the mid-50s? And I guess, any kind of margin connection for MA in this [Ph] regard?

Manav, the $200 million or at least $200 million in run rate savings off of our 2023 expense base will benefit both, MIS and MA. As you can anticipate or you could probably infer, the benefit to MIS may be larger than the benefit to MA, given how we’re targeting expenses. We’re being very deliberate and very thoughtful around how we manage the expense base for the two businesses as well as the allocation of corporate expenses. On the MA adjusted margin, as we think about it, I think the way I’d propose to think about this through our medium-term lens here. And there, I would say that we remain on track to achieve our medium-term adjusted operating margin for MA of a mid-30s percent range within that 3 to 5 years. And that’s primarily due to, as you heard on this call, increase in the proportion of subscription-based product sales. They provide improved operating leverage, especially as recurring revenue becomes an increasing proportion of MA’s total revenue base.

Your next question is a follow-up from the line of Kevin McVeigh with Credit Suisse. Please go ahead.

Hey. There’s been a lot of questions on corporate issuance. But I wonder, Mark, if you could talk about your own debt. It seems a little high. Anything to kind of call out there? Just is it timing? Maybe you could just frame that for us a little bit.

Kevin, thanks very much for the question. So, we remain committed to anchoring our financial leverage around a BBB plus rating, which we believe provides the appropriate balance between ensuring ongoing financial flexibility and lowering the cost of capital. And capital management at Moody’s really does extend beyond prudent allocation. We are thoughtful about our leverage and liquidity levels as well as maintaining a strong balance sheet. Over the last two years, we have enhanced our capital position and reduced our cost of capital, both by structuring a well-laddered debt maturity schedule and by extending our debt maturity profile to take advantage of, at the time, was a relatively flat yield curve and historically at low rates. Although our net debt to adjusted operating income, and I think this is the point that you’re getting at, was 2.3 times as of September 30th, and that’s well within the BBB plus rating range when accounting for our cash position. We have seen an uptick in our gross debt to adjusted operating income range, which was approximately 2.9 times as of September 30th. And that’s a direct result of the significantly weakened global economic conditions, again, relative to our first and second quarter outlook. And that means we are considering the possibility of perhaps executing a very smaller, very limited debt repurchase strategy in the coming months, just allowing us to opportunistically take advantage of current market conditions to marginally, marginally, marginally, delever our balance sheet and improve our gross debt position.

That’s helpful. And then, I know it’s getting late, but Mark, just any comments on CapEx for the balance of the year?

Absolutely. We expect CapEx for full year 2022 to be approximately $300 million. As a reminder, there are a number of factors underpinning our CapEx guidance, including our strategic shift to developing SaaS-based solutions for our customers, continued acquisition integration activities, specifically around our recent KYC and RMS acquisition as well as ongoing enhancements to our office and IT infrastructure associated with some of our workplace of the future programs. We’re not providing guidance for 2023. However, we do currently foresee absolute dollar CapEx to remain at similar levels to 2022, especially as we continue to emphasize developing hosted solutions.

Your next question is a follow-up from the line of Craig Huber with Huber Research Partners. Please go ahead.

Mark, do me a favor. Can you just dig in a little bit further on your 2022 expense bridge attribution? And also curious what’s your currency sensitivity right now on costs. Thank you.

On the 2022 expense outlook, we are lowering our full year 2022 operating expense guidance from growth in the high-single-digit percent range to the upper end of the mid-single-digit percent range. And our outlook for the year assumes additional expense accruals in the fourth quarter of up to $55 million related to the expanded restructuring program that we’ve spoken about. If I were to exclude these restructuring-related charges, our outlook for the full year operating expenses would have been at the lower end of the mid-single-digit percent growth range. And that’s just demonstrating the ongoing expense discipline and prudence, especially compared to our full year guide back in February, which was for an increasing in the low-double-digit range for expenses at that time. Specifically to your question, Craig, for the full year 2022, we anticipate expense growth of approximately 7 percentage points related to acquisitions completed in the last 12 months. It’s primarily RMS. Approximately 3 percentage points related to the restructuring program. And then ongoing growth and investments, net of cost efficiencies and lower incentive compensation, is approximately flat. And then there’s a small partial offset from favorable movements in foreign exchange rates of approximately 4 percentage points. That should get you to that answer. On your second question just on FX, we have seen significant moves this quarter in FX. And so, if I were to update the annualized impacts of further foreign currency movements for modeling purposes, they would be every $0.01 movement between the U.S. dollar and the euro will impact full year EPS by approximately $0.03 and then full year revenue by approximately $10 million. And then every $0.01 FX movement between the dollar and the pound, that impacts full year revenue by approximately $2 million and then full year operating expenses by $2 million, so call that effectively neutral on an EPS basis.

Your next question is a follow-up from the line of Owen Lau with Oppenheimer. Please go ahead.

Thank you for squeezing me in. Could you please talk about, is there any impact from the Inflation Reduction Act on your share repurchases program? Thank you.

I don’t think we expect any material impact -- tax impact, at least on share repo.

Your next question is a follow-up from the line of Shlomo Rosenbaum with Stifel. Please go ahead.

Hey Rob, MA revenue has been remarkably resilient. I was just wondering, is there any areas within there that you would think if we head into like a real significant recession, that we would start to see some kind of changes in growth rates over there? Like how should we think about that on a component basis?

Yes. Shlomo, great question. I mentioned in the opening remarks that MA, it’s been pretty acyclical. And I know it might sound trite but it is because they’re providing these mission-critical products that are helping organizations deal with risk. So, in times of stress, the value prop of our offerings actually increases. And we see that with things like our CreditView usage that’s up on a year-over-year basis. And I have to say, I’ve been meeting with a lot of customers. And the strategy to help customers with this multidimensional and integrated perspective on risk, it really does resonate, and I think it resonates more now than ever. We’re having some really great conversations with our customers. So, we feel good about that. If you think about like a severe downturn, let’s take the global financial crisis. In that case, what we saw was that we had some bankruptcies, we had some consolidations in certain sectors. The banking sector, obviously, was under pretty severe stress. And at the time, a much bigger proportion of MA’s customer base was banking. So, we were more exposed to the banking sector at that time. And we did see that we -- retention rates would tick down a little bit as we lose customers. And we’ve talked about in the calls before, our retention rates are pretty high right now. But we could also see some lengthening of sales cycles. I think others would see the same kinds of things, more challenging pricing discussions, which is why back to that point I made around pricing, it’s so important to be thinking about what is the value that you’re driving into the products to be able to support pricing. That’s really important to be able to communicate that to your customers in times like this, so. But I guess the last thing I’d say, Shlomo is, yes, it’s a pretty challenging environment right now. And not only are we not seeing that, but as I said earlier, we’re actually accelerating ARR growth in MA in the current environment.

And at this time, there are no further questions. Please continue with any closing remarks.

Okay. With that, thank you everybody for joining. I appreciate the questions, and we’ll talk to you on the next earnings call. Have a good day.

This concludes Moody’s third quarter 2022 earnings call. As a reminder, immediately following this call, the Company will post the MIS revenue breakdown under the Investor Resources section of the Moody’s IR homepage. Additionally, a replay will be made available immediately after the call on the Moody’s IR website. Thank you.