Moody's MCO Form 10-Q filing Q2 FY2026

GLOSSARY OF TERMS AND ABBREVIATIONS

The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:

TERM DEFINITION

Acquisition-Related Intangible Amortization Expense Amortization expense relating to definite-lived intangible assets acquired by the Company from all business combination transactions

Adjusted Diluted EPS Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”

Adjusted Net Income Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”

Adjusted Operating Income Operating income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”

Adjusted Operating Margin Adjusted Operating Income divided by revenue

Americas Represents countries within North and South America, excluding the U.S.

AOCI(L) Accumulated other comprehensive income/loss; a separate component of shareholders’ equity

ARR Annualized Recurring Revenue; a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time, excluding the impact of FX and contracts related to acquisitions

ASC The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009, except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants

Asia-Pacific Represents Australia and countries in Asia including but not limited to: China, India, Indonesia, Japan, Republic of South Korea, Malaysia, Singapore, Sri Lanka and Thailand

ASU The FASB Accounting Standards Update to the ASC. Provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC

AUD Australian dollar

BitSight A provider that helps global market participants understand cyber risk through ratings, analytics, and performance management tools; the Company acquired a minority investment in BitSight in 2021

Board The board of directors of the Company

BPS Basis points

CAD Canadian dollar

CAPE Analytics A provider of AI-powered property risk intelligence; the Company acquired CAPE Analytics in January 2025

CCXI China Cheng Xin International Credit Rating Co. Ltd.; the first and largest domestic credit rating agency approved by the People’s Bank of China; the Company acquired a 49% interest in 2006 and currently owns 30% of CCXI

CEO Chief Executive Officer

CFG Corporate finance group; an LOB of MIS

CMBS Commercial mortgage-backed securities; an asset class within SFG

CODM Chief Operating Decision Maker; identified as the Company's CEO

COLI Corporate-Owned Life Insurance

Common Stock The Company’s common stock

Company Moody’s Corporation and its subsidiaries; MCO; Moody’s

Compensation expense Compensation expenses include salaries, benefits, incentive and stock-based compensation and other related expenses for employees. These expenses are charged to income as incurred

CP Commercial Paper

CP Program A program entered into on August 3, 2016 allowing the Company to privately place CP up to a maximum of $1 billion for which the maturity may not exceed 397 days from the date of issue, and which is backstopped by the 2024 Facility

CRAs Credit rating agencies

Data and Information (D&I) LOB within MA which is powered by the world's largest database on companies and credit and serves as a critical input to financial analysis and AI model development/risk assessment

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TERM DEFINITION

Decision Solutions (DS) LOB within MA; a set of cloud-based platforms embedding Moody's data and analytics directly into regulated banking, insurance, and KYC workflows

Duplicate Rent Duplicate rent expense incurred during the build-out and transition to the Company's new New York City headquarters

EMEA Represents countries within Europe, the Middle East and Africa

EPS Earnings per share

ESTR Euro Short-Term Rate

ETR Effective tax rate

EU European Union

EUR Euros

Excess Tax Benefits The difference between the tax benefit realized at exercise of an option or delivery of a restricted share and the tax benefit recorded at the time the option or restricted share is expensed under GAAP

Exchange Act The Securities Exchange Act of 1934, as amended

External Revenue Revenue excluding any intersegment amounts

FASB Financial Accounting Standards Board

FIG Financial institutions group; an LOB of MIS

Fintellix A company specializing in data-driven risk and analytics for banks and financial institutions; acquired by ICRA in October 2025

Free Cash Flow Net cash provided by operating activities less cash paid for capital additions

FX Foreign exchange

GAAP U.S. Generally Accepted Accounting Principles

GBP British pounds

GDP Gross domestic product

HKD Hong Kong Dollars

ICRA ICRA Limited; a provider of credit ratings and research in India

ICR Chile A domestic credit rating agency with operations in Chile; the Company acquired ICR Chile in Q3 2025

INR Indian rupee

JPY Japanese yen

KYC Know-your-customer

LOB Line of business

MA Moody’s Analytics - a reportable segment of MCO; consists of three LOBs - Decision Solutions; Research and Insights; and Data and Information

MAKS Moody’s Analytics Knowledge Services; formerly known as Copal Amba; provided offshore research and analytic services to the global financial and corporate sectors; business was divested in the fourth quarter of 2019 and was formerly a reporting unit within the MA reportable segment

MCO Moody’s Corporation and its subsidiaries; the Company; Moody’s

MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations

M&A Mergers and acquisitions

MERIS Middle East Rating & Investors Service is an Egypt-based domestic credit rating agency acquired by Moody's in Q1 2026

MIS Moody’s Investors Service - a reportable segment of MCO; consists of five LOBs - CFG; SFG; FIG; PPIF; and MIS Other

MIS Other Consists of financial instruments pricing services in the Asia-Pacific region, ICRA non-ratings revenue, and revenue from professional services. These businesses are components of MIS; MIS Other is an LOB of MIS

Moody’s Moody’s Corporation and its subsidiaries; MCO; the Company

MSS Moody's Shared Services; primarily consists of information technology and support staff such as finance, human resources and legal that support both MA and MIS

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TERM DEFINITION

Net Income Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder

NM Percentage change is not meaningful

Non-compensation expense Non-compensation expenses include costs incurred that are not related to employee compensation. This includes, but is not limited to, consulting and professional service fees, hosting expenses, rent, and marketing expenses. These expenses are charged to income as incurred

Non-GAAP A financial measure not in accordance with GAAP; these measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and to provide greater transparency to investors of supplemental information used by management in its financial and operational decision making

NRSRO Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC

OCI(L) Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments

OECD Organization for Economic Co-operation and Development

Operating segment Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a component of a business entity that has each of the three following characteristics: i) the component engages in business activities from which it may recognize revenue and incur expenses; ii) the operating results of the component are regularly reviewed by the entity’s CODM; and iii) discrete financial information about the component is available

PPIF Public, project and infrastructure finance; an LOB of MIS

Recurring Revenue For MA, represents subscription-based revenue and software maintenance revenue. For MIS, represents recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. For MIS Other, represents financial instrument pricing services.

Research and Insights (R&I) LOB within MA that provides credit research, economic analysis and scenario modeling used in investment, risk, and regulatory decisions

RMBS Residential mortgage-backed securities; an asset class within SFG

ROU Asset Assets which represent the Company’s right to use an underlying asset for the term of a lease

SEC U.S. Securities and Exchange Commission

SFG Structured finance group; an LOB of MIS

SG&A Selling, general and administrative expenses

SGD Singapore dollar

SOFR Secured Overnight Financing Rate

Strategic and Operational Efficiency Restructuring Program Multi-year restructuring program approved by the CEO of Moody’s on December 19, 2024, and expanded in July 2026, relating to the Company's strategy to realign the business toward high priority growth areas and to consolidate certain functions to simplify the organizational structure to enable efficiency and improved operating leverage; includes a reduction in staff, the rationalization and exit of certain real estate leases, incremental amortization of certain software, and the exit of certain businesses and product offerings

Tax Act The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017, which significantly amends the tax code in the U.S.

Transaction Revenue For MA, represents revenue from one-time sales, including those from perpetual software license fees, software implementation services, risk management advisory projects, and training and certification services. For MIS (excluding MIS Other), represents the initial rating of a new debt issuance as well as other one-time fees. For MIS Other, represents revenue from professional services.

U.K. United Kingdom

U.S. United States

USD U.S. dollar

UTPs Uncertain tax positions

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying notes are an integral part of the consolidated financial statements.

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The accompanying notes are an integral part of the consolidated financial statements.

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The accompanying notes are an integral part of the consolidated financial statements.

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The accompanying notes are an integral part of the consolidated financial statements.

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The accompanying notes are an integral part of the consolidated financial statements.

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The accompanying notes are an integral part of the consolidated financial statements.

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The accompanying notes are an integral part of the consolidated financial statements.

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The accompanying notes are an integral part of the consolidated financial statements.

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MOODY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

(tabular dollar and share amounts in millions, except per share data)

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Moody’s is a global provider of integrated perspectives on risk that empowers organizations and investors to make better decisions. Moody’s reports in two reportable segments: MA and MIS.

MA comprises three interconnected businesses: i) Research & Insights, which provides credit research, economic analysis and scenario modeling used in investment, risk, and regulatory decisions; ii) Data & Information, which is powered by the world's largest database on companies and credit and serves as a critical input to financial analysis and AI model development/risk assessment; and iii) Decision Solutions, a set of cloud-based platforms embedding Moody's data and analytics directly into regulated banking, insurance, and KYC workflows. Together, these businesses benefit from deep customer integration, long-term subscription structures, and data assets that are proprietary in sourcing, breadth, and historical depth.

MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental obligations, and structured finance securities.

These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the Company’s consolidated financial statements and related notes in the Company’s 2025 annual report on Form 10-K filed with the SEC on February 18, 2026. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Certain reclassifications have been made to prior period amounts to conform to the current presentation.

Recently Issued Accounting Standards

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU No. 2024-03"). The amendments in this ASU require more detailed disclosures about specific expense categories in the notes to financial statements (including employee compensation, depreciation and intangible asset amortization) and apply to both interim and annual reporting periods. ASU No. 2024-03 also requires disclosure of total selling expenses for both interim and annual reporting periods, with an additional requirement to provide an entity’s definition of selling expenses in annual reporting. This ASU is effective in fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either (1) prospectively for annual and interim reporting periods beginning after the aforementioned effective dates or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06 "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" ("ASU No. 2025-06"). This ASU eliminates prescriptive software development stages and requires capitalization of software costs when (1) management commits to funding the project, and (2) completion and intended use are probable, with consideration to when significant uncertainty associated with the development activities of the software no longer exists. This ASU also clarifies the disclosure requirements for internal-use software costs and supersedes prior guidance on website development costs. This ASU is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may transition using prospective, modified prospective, or retrospective approaches. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

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NOTE 2. REVENUES

Revenue by Category

The following table presents the Company’s revenues disaggregated by LOB:

(1) Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.

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The following tables present the Company’s revenues disaggregated by LOB and geographic area:

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The following table presents the Company’s reportable segment revenues disaggregated by segment and geographic region:

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The following tables summarize the split between Transaction Revenue and Recurring Revenue:

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(1) Revenue from software implementation services and risk management advisory projects, while classified by management as transactional revenue, is recognized over time under GAAP.

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The following tables present the timing of revenue recognition:

Unbilled receivables, deferred revenue and remaining performance obligations

Unbilled receivables

For certain MA arrangements, the timing of when the Company has the unconditional right to consideration and recognizes revenue occurs prior to invoicing the customer. In addition, certain MIS arrangements contain contractual terms whereby the customers are billed in arrears for annual monitoring services, requiring revenue to be accrued as an unbilled receivable as such services are provided.

The following table presents the Company's unbilled receivables, which are included within accounts receivable, net, at June 30, 2026 and December 31, 2025:

Deferred revenue

The Company recognizes deferred revenue when a contract requires a customer to pay consideration to the Company in advance of when revenue related to that contract is recognized. This deferred revenue is relieved when the Company satisfies the related performance obligation and revenue is recognized.

Significant changes in the deferred revenue balances during the three and six months ended June 30, 2026 and 2025 are as follows:

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(1) Reflects adjustments to the deferred revenue balance that was disposed of pursuant to the divestiture of the MA Regulatory Solutions business, which was divested in the second quarter of 2026, as more fully discussed in Note 11.

For the MA segment, the decrease in deferred revenue for the three months ended June 30, 2026 and 2025 was primarily due to the recognition of annual subscription billings, which occur in December and January. For the six months ended June 30, 2026, the decrease in deferred revenue was primarily due to the recognition of annual subscriptions billed in the fourth quarter of 2025 and unfavorable effect of exchange rate changes. For the six months ended June 30, 2025, the increase in deferred revenue was primarily attributable to the favorable effect of exchange rate changes, partially offset by the recognition of annual subscriptions billed in the fourth quarter of 2024.

For the MIS segment, the change in the deferred revenue balance for all periods presented was primarily related to the significant portion of contract renewals that occur during the first quarter and are generally recognized over a one year period.

Remaining performance obligation

Remaining performance obligations in the MA segment include both amounts recorded as deferred revenue on the balance sheet as of June 30, 2026 as well as amounts not yet invoiced to customers as of June 30, 2026, largely reflecting future revenue related to signed multi-year arrangements for hosted and installed subscription-based products. As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $4.6 billion. The Company expects to recognize into revenue approximately 55% of this balance within one year, approximately 25% of this balance between one to two years and the remaining amount thereafter.

Remaining performance obligations in the MIS segment largely reflect deferred revenue related to monitoring fees for certain structured finance products, primarily CMBS, where the issuers can elect to pay the monitoring fees for the life of the security in advance. As of June 30, 2026, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $90 million. The Company expects to recognize into revenue approximately 25% of this balance within one year, approximately 55% of this balance between one to five years and the remaining amount thereafter. With respect to the remaining performance obligations for the MIS segment, the Company has applied a practical expedient set forth in ASC Topic 606 permitting the omission of unsatisfied performance obligations relating to contracts with an original expected length of one year or less.

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NOTE 3. STOCK-BASED COMPENSATION

Presented below is a summary of the stock-based compensation cost and associated tax benefit included in the accompanying consolidated statements of operations:

During the first half of 2026, the Company granted 0.1 million employee stock options, which had a weighted average grant date fair value of $133.17 per share. The Company also granted 0.5 million shares of restricted stock in the first half of 2026, which had a weighted average grant date fair value of $443.74 per share. Both the employee stock options and restricted stock generally vest ratably over four years. Additionally, the Company granted 0.1 million shares of performance-based awards whereby the number of shares that ultimately vest is based on the achievement of certain non-market-based performance metrics of the Company over three years. The weighted average grant date fair value of these awards was $431.10 per share.

The following weighted average assumptions were used in determining the fair value using the Black-Scholes option-pricing model for options granted in 2026:

Unrecognized stock-based compensation expense at June 30, 2026 was $13 million and $354 million for unvested stock options and restricted stock, respectively, which is expected to be recognized over a weighted average period of 1.9 years and 2.6 years, respectively. Additionally, there was $61 million of unrecognized stock-based compensation expense relating to the aforementioned non-market-based performance-based awards, which is expected to be recognized over a weighted average period of 2.0 years.

The following table summarizes information relating to stock option exercises and restricted stock vesting:

(1) The number of shares vested in 2025 was approximately 15 thousand.

NOTE 4. INCOME TAXES

Moody’s ETR was 24.9% and 25.0% for the three months ended June 30, 2026 and 2025, respectively, and was 24.5%

and 23.6% for the six months ended June 30, 2026 and 2025, respectively. The increase in the ETR for the six months ended June 30, 2026 compared to the same period in the prior year of 0.9% primarily reflects lower Excess Tax Benefits from stock-based compensation in the current year. The Company’s year-to-date provision for income taxes is computed by applying its estimated annual ETR to the pre-tax earnings, including the impact of the Excess Tax Benefits on stock-based compensation of $19 million.

The Company classifies interest related to UTPs in interest expense, net in its consolidated statements of operations. Penalties, if incurred, would be recognized in other non-operating income, net. The Company had a net increase in its UTP reserves of

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$6 million ($5 million, net of federal tax) during the second quarter of 2026 and an increase of $12 million ($10 million, net of federal tax) during the first six months of 2026.

Moody’s is subject to U.S. federal income tax as well as income tax in various state, local and foreign jurisdictions. The Company’s U.S. federal income tax returns for 2022 through 2024 remain open to examination. Currently, the Company's New York State tax returns for 2022 through 2024 are under examination. Additionally, New York City tax returns for the years 2018 through 2022 are also under examination, while returns for 2023 and 2024 are open for examination. Furthermore, the Company's U.K. corporate income tax returns are under audit for the years 2017 through 2023, with the 2024 return still open for examination.

The following table shows the amount the Company paid for income taxes:

NOTE 5. RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING

Below is a reconciliation of basic to diluted shares outstanding:

The calculation of basic shares outstanding is based on the weighted average number of shares of common stock outstanding during the reporting period. The calculation of diluted EPS requires certain assumptions regarding the use of both cash proceeds and assumed proceeds that would be received upon the exercise of stock options and vesting of restricted stock outstanding as of June 30, 2026 and 2025.

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NOTE 6. CASH EQUIVALENTS AND INVESTMENTS

The table below provides additional information on the Company’s cash equivalents and investments:

(1) Consists of time deposits, money market deposit accounts and money market funds. The remaining contractual maturities for the certificates of deposits classified as short-term investments are one month to 12 months at both June 30, 2026 and December 31, 2025. The remaining contractual maturities for the certificates of deposits classified in other assets are 13 months to 21 months at June 30, 2026 and 13 months to 22 months at December 31, 2025. Time deposits with a maturity of less than 90 days at time of purchase are classified as cash and cash equivalents.

In addition, the Company invested in COLI. As of both June 30, 2026 and December 31, 2025, the contract value of the COLI was $50 million.

NOTE 7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to global market risks, including risks from changes in FX rates and changes in interest rates. Accordingly, the Company uses derivatives in certain instances to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for speculative purposes.

Derivatives and non-derivative instruments designated as accounting hedges:

Fair Value Hedges

Interest Rate Swaps

The Company has entered into interest rate swaps to convert the fixed interest rate on certain of its long-term debt to a floating interest rate based on the SOFR. The purpose of these hedges is to mitigate the risk associated with changes in the fair value of the long-term debt, thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted quarterly with a corresponding adjustment to the carrying value of the debt. The changes in the fair value of the swaps and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest expense, net in the Company’s consolidated statements of operations.

The following table summarizes the Company’s interest rate swaps designated as fair value hedges:

Refer to Note 13 for information on the cumulative amount of fair value hedging adjustments included in the carrying amount of the above hedged items.

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The following table summarizes the impact to the statements of operations of the Company’s interest rate swaps designated as fair value hedges:

Net investment hedges

Debt designated as net investment hedges

The Company has designated €500 million of the 2015 Senior Notes due 2027 and €750 million of the 2019 Senior Notes due 2030 as net investment hedges to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD exchange rates. These hedges are designated as accounting hedges under the applicable sections of ASC Topic 815 and will end upon the repayment of the notes in 2027 and 2030, respectively, unless terminated early at the discretion of the Company.

Cross currency swaps designated as net investment hedges

The Company enters into cross-currency swaps to mitigate FX exposure related to a portion of the Company’s net investment in certain foreign subsidiaries against changes in exchange rates. The following tables provide information on the cross-currency swaps designated as net investment hedges under ASC Topic 815:

(1) € = euro, HK$ = Hong Kong dollar, S$ = Singapore dollar

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As of June 30, 2026 these hedges will expire and the notional amounts will be settled as follows unless terminated early at the discretion of the Company:

(1) € = euro, HK$ = Hong Kong dollar, S$ = Singapore dollar

The following table provides information on the gains/(losses) on the Company’s net investment and cash flow hedges:

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The cumulative amount of net investment hedge and cash flow hedge gains (losses) remaining in AOCL is as follows:

Derivatives not designated as accounting hedges:

Foreign exchange forwards

The Company also enters into foreign exchange forward contracts to mitigate the change in fair value on certain assets and liabilities denominated in currencies other than a subsidiary’s functional currency. These forward contracts are not designated as accounting hedges under the applicable sections of ASC Topic 815. Accordingly, changes in the fair value of these contracts are recognized immediately in other non-operating income, net, in the Company’s consolidated statements of operations along with the FX gain or loss recognized on the assets and liabilities denominated in a currency other than the subsidiary’s functional currency. These contracts have expiration dates at various times through December 2026.

The following table summarizes the notional amounts of the Company’s outstanding foreign exchange forwards:

(1) € = euro, £ = British pound, S$ = Singapore dollar, $ = U.S. dollar, ¥ = Japanese yen, C$ = Canadian dollar, ₹= Indian Rupee, A$ = Australian dollar

Total Return Swaps

The Company has entered into total return swaps to mitigate market-driven changes in the value of certain liabilities associated with the Company's deferred compensation plans. The fair value of these swaps at June 30, 2026 and related gains in the three and six months ended June 30, 2026 were not material. The notional amount of the total return swaps as of June 30, 2026 and December 31, 2025 was $74 million and $72 million, respectively.

The following table summarizes the impact to the consolidated statements of operations relating to the gains (losses) on the Company’s derivatives which are not designated as hedging instruments:

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The table below shows the classification between assets and liabilities on the Company’s consolidated balance sheets for the fair value of the derivative instrument as well as the carrying value of its non-derivative debt instruments designated and qualifying as net investment hedges:

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NOTE 8. GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

The following table summarizes the activity in goodwill for the periods indicated:

(1) The 2026 additions relate to the acquisitions of Fintellix and MERIS in 2026.

(2) The 2025 reclassification to assets held for sale for the MA segment relates to the divestiture of the MA Regulatory Solutions business. The 2026 change reflects adjustment to the goodwill allocated to the MA Regulatory Solutions business, which was divested in the second quarter of 2026, as more fully discussed in Note 11.

(3) The 2025 additions/adjustments primarily relate to the acquisition of CAPE Analytics and ICR Chile in 2025.

(4) The 2025 divestiture of business for the MA segment in the table above relates to the divestiture of the MA Learning Solutions Business.

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Acquired intangible assets and related amortization consisted of:

(1) Other intangible assets primarily consist of trade secrets, covenants not to compete, and acquired ratings methodologies and models.

Amortization expense relating to acquired intangible assets is as follows:

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NOTE 9. RESTRUCTURING

On December 19, 2024, the CEO of Moody’s approved the Strategic and Operational Efficiency Restructuring Program, the scope of which was expanded in July 2026. The Company currently estimates that upon completion, the program will result in annualized savings of $300 million to $350 million. This program relates to the Company's strategy to realign its operations toward high priority growth areas and to foster operating efficiency/leverage via simplification of organizational structures and technology enablement. This program will primarily include a reduction in staff, the rationalization and exit of certain leased office spaces, the retirement of certain legacy software applications, and the exit of certain businesses and product offerings, including the divestiture of the MA Regulatory Solutions business. The program includes $285 million to $330 million of expected pre-tax personnel and related restructuring charges, an amount that includes severance and other costs primarily determined under the Company's existing severance plans, expense related to the modification of equity awards, and additional costs to support the execution of the restructuring program. In addition, the program is expected to result in $5 million of non-cash charges from the exit from certain leased office spaces and $10 million to $15 million of non-cash charges related to incremental amortization of internally developed software due to a reduction in the useful life of the software assets. The savings generated from the Strategic and Operational Efficiency Restructuring Program are expected to strengthen the Company's operating margin, with a portion being deployed to support strategic investments. The Strategic and Operational Efficiency Restructuring Program is expected to be substantially complete by the end of 2027. Cash outlays associated with this program are expected to be $285 million to $330 million, which are expected to be paid through 2028.

Total expense included in the accompanying consolidated statements of operations relating to the aforementioned restructuring program is below:

(1) Primarily includes severance costs, expense related to the modification of equity awards, professional service fees for assistance with the reorganization of the Company's workforce and operating model and costs associated with the divestiture of the MA Regulatory Solutions business.

(2) Includes the incremental amortization of ROU Assets that have been abandoned or for which abandonment is planned in future periods.

(3) Includes the incremental amortization in the period relating to a change in estimated useful lives for certain internally developed software that has been abandoned or for which abandonment is planned in future periods.

Changes to the restructuring liability for the aforementioned restructuring program were as follows:

(1) Restructuring liability is primarily comprised of employee termination costs and other severance-related charges.

As of June 30, 2026, substantially all of the remaining $43 million restructuring liability is expected to be paid out in the next twelve months.

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NOTE 10. FAIR VALUE

The tables below present information about items that are carried at fair value at June 30, 2026 and December 31, 2025:

(1) Represents fair value of certain derivative contracts as more fully described in Note 7 to the consolidated financial statements.

The following are descriptions of the methodologies utilized by the Company to estimate the fair value of its derivative contracts, money market mutual funds and mutual funds:

Derivatives:

In determining the fair value of the derivative contracts in the table above, the Company utilizes industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using spot rates, forward points, currency volatilities, interest rates as well as the risk of non-performance of the Company and the counterparties with whom it has derivative contracts. The Company established strict counterparty credit guidelines and only enters into transactions with financial institutions that adhere to these guidelines. Accordingly, the risk of counterparty default is deemed to be minimal.

Money market funds and mutual funds:

The mutual funds in the table above are deemed to be equity securities with readily determinable fair values with changes in the fair value recognized through net income under ASC Topic 321. The fair value of these instruments is determined using Level 1 inputs as defined in the ASC Topic 820.

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NOTE 11. OTHER BALANCE SHEET AND STATEMENTS OF OPERATIONS INFORMATION

The following tables contain additional detail related to certain balance sheet captions:

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Investments in non-consolidated affiliates:

The following table provides additional detail regarding Moody's investments in non-consolidated affiliates, as included in other assets in the consolidated balance sheets:

Moody's holds various investments accounted for under the equity method, the most significant of which is the Company's minority investment in CCXI. Moody's also holds various investments measured using the measurement alternative, the most significant of which is the Company's minority interest in BitSight.

Earnings from non-consolidated affiliates, which are included within other non-operating income, net, are disclosed within the table below.

Other non-operating income, net:

The following table summarizes the components of other non-operating income, net:

Gain on business divestitures:

MA Regulatory Solutions business

The Company recorded a pre-tax gain of $179 million in connection with the sale of the MA Regulatory Solutions business, which was completed in the second quarter of 2026. As of June 30, 2026, the transaction agreement provides for up to $119 million of remaining contingent consideration, payable upon the achievement of certain post-closing conditions in the second half of 2026. The Company's accounting policy is to recognize contingent consideration related to the sale of a business as a gain contingency in accordance with ASC 450, Contingencies. Under this policy, contingent consideration is excluded from the initial measurement of gain or loss upon the divestiture of a business and is recognized in earnings when the contingency is resolved and the consideration becomes realizable.

MA Learning Solutions business

The Company recorded an incremental $2 million pre-tax gain resulting from customary post-close purchase price adjustments related to the MA Learning Solutions business, which was divested in the fourth quarter of 2025. As a result, the total pre-tax gain on the divestiture of the MA Learning Solutions business was $25 million.

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NOTE 12. COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS

The amounts reclassified out of AOCL, as shown in the consolidated statements of comprehensive income, were not material for all periods presented.

The following tables show changes in AOCL by component (net of tax):

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NOTE 13. INDEBTEDNESS

The Company’s debt is recorded at its carrying value, which represents the issuance amount plus or minus any issuance premium or discount, except for certain debt as depicted in the table below, which is recorded at the carrying value adjusted for the fair value of an interest rate swap used to hedge the fair value of the note.

The following table summarizes total indebtedness:

(1) The fair value of interest rate swaps in the tables above represents the cumulative amount of fair value hedging adjustments included in the carrying value of the hedged debt.

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Notes Payable

At June 30, 2026, the Company was in compliance with all covenants contained within all of the debt agreements. All of the debt agreements contain cross default provisions which state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of June 30, 2026, there were no such cross defaults.

The repayment schedule for the Company’s borrowings is as follows:

Interest expense, net

The following table summarizes the components of interest as presented in the consolidated statements of operations and the cash paid for interest:

(1) Expense on borrowings includes interest on long-term debt, as well as realized gains/losses related to interest rate and cross currency swaps, which are more fully discussed in Note 7.

(2) Interest expense on UTPs and other tax related liabilities in 2026 includes interest accrued relating to a reserve pursuant to an international non-income tax obligation.

(3) Interest paid includes net settlements on interest rate and cross currency swaps, which are more fully discussed in Note 7.

The fair value and carrying value of the Company’s debt as of June 30, 2026 and December 31, 2025 are as follows:

The fair value of the Company’s debt is estimated based on quoted prices in active markets as of the reporting date, which are considered Level 1 inputs within the fair value hierarchy.

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NOTE 14. LEASES

The Company has operating leases, substantially all of which relate to the lease of office space. The Company’s leases which are classified as finance leases are not material to the consolidated financial statements. Certain of the Company’s leases include options to renew, with renewal terms that can extend the lease term from one year to 20 years at the Company’s discretion.

The following table presents the components of the Company’s lease cost:

The following tables present other information related to the Company’s operating leases:

The following table presents a maturity analysis of the future minimum lease payments included within the Company’s operating lease liabilities at June 30, 2026:

(1) Future minimum lease payments are presented net of tenant improvement allowance the Company expects to receive.

In the fourth quarter of 2025, the Company entered into an operating lease for a new headquarters in New York City. During the second quarter of 2026, the Company was granted access to approximately 80% of the leased floors, resulting in lease commencement for those floors. Accordingly, the related ROU assets and operating lease liabilities were recognized and are reflected in the consolidated balance sheet as of June 30, 2026.

The Company has not yet been granted access to the remaining leased floors. Accordingly, the ROU assets and operating lease liabilities at June 30, 2026 do not yet reflect the amounts for those floors. The future minimum lease payments for those floors are approximately $100 million.

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NOTE 15. CONTINGENCIES

Given the nature of the Company's activities, Moody’s and its subsidiaries are subject to legal and tax proceedings, governmental, regulatory and legislative investigations, subpoenas and other inquiries, and claims and litigation by governmental and private parties that are based on ratings assigned by MIS or that are otherwise incidental to the Company’s business. Moody’s and MIS also are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties or restrictions on business activities. Moody’s also is subject to ongoing tax audits as addressed in Note 4 to the consolidated financial statements.

Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. For claims, litigation and proceedings and governmental investigations and inquiries not related to income taxes, the Company records liabilities in the consolidated financial statements when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In instances when a loss is reasonably possible but uncertainties exist related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if material. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.

In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.

NOTE 16. SEGMENT INFORMATION

The Company is organized into two operating segments: MA and MIS and accordingly, the Company reports in two reportable segments: MA and MIS.

Revenue for MA and expenses for MIS include an intersegment fee charged to MIS from MA for certain MA products and services utilized in MIS’s ratings process. Additionally, revenue for MIS and expenses for MA include intersegment fees charged to MA for the rights to use and distribute content, data and products developed by MIS. These intersegment fees are generally based on the market value of the products and services being transferred between the segments.

Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human resources and legal. Such costs and corporate expenses that exclusively benefit one segment are fully charged to that segment.

For overhead costs and corporate expenses that benefit both segments, costs are generally allocated to each segment based on historical/budgeted revenue amounts.

“Eliminations” in the following table represent intersegment revenue/expense. Moody’s does not report the Company’s assets by reportable segment, as this metric is not used by the CODM to allocate resources to the segments. Consequently, it is not practical to show assets by reportable segment.

Financial Information by Segment

The table below shows revenue, significant expenses regularly provided to the CODM and Adjusted Operating Income by reportable segment. The CODM, identified as the Company's CEO, utilizes the Adjusted Operating Income measure to assess the profitability of the Company and each of its reportable segments each quarter. Adjusted Operating Income is used in our budgeting and forecasting process, enabling the allocation of capital resources across the Company's strategic initiatives.

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The table below shows cumulative restructuring expense incurred through June 30, 2026 by reportable segment.

The costs expected to be incurred related to the Strategic and Operational Efficiency Restructuring Program are $215 million to $240 million for the MA segment and $85 million to $110 million for the MIS segment, which include allocations of charges associated with corporate functions. This restructuring program is more fully discussed in Note 9.

Consolidated Revenue Information by Geographic Area

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This discussion and analysis of financial condition and results of operations should be read in conjunction with the Moody’s Corporation consolidated financial statements and notes thereto included elsewhere in this quarterly report on Form 10–Q.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains Forward-Looking Statements. See “Forward-Looking Statements” commencing on page 84 for a discussion of uncertainties, risks and other factors associated with these statements.

THE COMPANY

In a world shaped by increasingly interconnected risks, Moody's data, insights, and innovative technologies help customers develop a holistic view of their world and unlock opportunities. Moody’s offerings are distinguished by our vast proprietary and curated data and validated analytical models, which provide the trusted foundation that enables our customers to navigate an increasingly complex risk landscape. Moody’s solutions enable the transformation of information into decision-grade intelligence, which is deeply interconnected across risk domains. Moody's also offers valuable insights into financial stability and creditworthiness for organizations, debt instruments, and securities, serving a key role in bringing transparency to the global debt markets. With a rich history of experience in global markets and a diverse workforce of approximately 16,000 across more than 40 countries, Moody's gives customers the comprehensive perspective needed to act with confidence and thrive in a dynamic global environment. Moody’s has two reportable segments: MA and MIS.

Moody's Analytics Moody's Investors Service

MA provides curated data, intelligence and analytical tools to help business and financial leaders make confident decisions. For more than 115 years, MIS has been a leading provider of credit ratings, research, and risk analysis helping businesses, governments, and other entities around the globe.

MA comprises three interconnected businesses: i) Research & Insights, which provides credit research, economic analysis and scenario modeling used in investment, risk, and regulatory decisions; ii) Data & Information, which is powered by the world's largest database on companies and credit and serves as a critical input to financial analysis and AI model development/risk assessment; and iii) Decision Solutions, a set of cloud-based platforms embedding Moody's data and analytics directly into regulated banking, insurance, and KYC workflows. Together, these businesses benefit from deep customer integration, long-term subscription structures, and data assets that are proprietary in sourcing, breadth, and historical depth.

MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental obligations, and structured finance securities.

Critical Accounting Estimates

Moody’s discussion and analysis of its financial condition and results of operations are based on the Company’s consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires Moody’s to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, Moody’s evaluates its estimates, including those related to goodwill and other acquired intangible assets, impairment of long-lived assets, pension and other retirement benefits, investments in non-consolidated affiliates, income taxes, and contingencies. Actual results may differ from these estimates under different assumptions or conditions. Item 7, MD&A, in the Company’s annual report on Form 10-K for the year ended December 31, 2025, includes descriptions of some of the judgments that Moody’s makes in applying its accounting estimates in these areas. Since the date of the annual report on Form 10-K, there have been no material changes to the Company’s critical accounting estimates disclosures.

Reportable Segments

The Company is organized into two reportable segments as of June 30, 2026: MA and MIS, which are more fully described in the section entitled “The Company” above and in Note 16 to the consolidated financial statements.

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RESULTS OF OPERATIONS

The following footnotes are applicable throughout the discussion of the Company's results of operations:

(1) Refer to the section entitled "Non-GAAP Financial Measures" of this MD&A for the definition and methodology that the Company utilizes to calculate this metric.

(2) Refer to the section entitled "Key Performance Metrics" of this MD&A for the definition and methodology that the Company utilizes to calculate this metric.

Three months ended June 30, 2026 compared with three months ended June 30, 2025

Executive Summary

The following table provides an executive summary of key operating results for the quarter ended June 30, 2026. Following this executive summary is a more detailed discussion of the Company’s operating results as well as a discussion of the operating results of the Company’s reportable segments.

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Moody's Corporation

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The table below shows Moody’s global staffing by geographic area:

(3) Headcount decrease year over year is primarily due to business divestitures.

(4) Headcount increase year over year is primarily due to business acquisitions.

GLOBAL REVENUE

Three months ended June 30,

2026-----------------------------------------------------------------------------------2025

Global revenue ⇑ $287 million U.S. Revenue ⇑ $226 million Non-U.S. Revenue ⇑ $61 million

The 15% increase in global revenue reflects growth of 25% in MIS and 4% in MA. On an organic constant currency basis, revenue(1) grew 16%. Refer to the section entitled “Segment Results” of this MD&A for a more comprehensive discussion of the Company’s segment revenue.

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Second Quarter Operating Expense ⇑ $29 million

Compensation expenses of $374 million increased $12 million, reflecting: Non-compensation expenses of $144 million increased $17 million, reflecting:

— an increase in incentive compensation aligned with operational performance relative to targets — increases in costs to support operating growth, including technology infrastructure costs

Second Quarter SG&A Expense ⇑ $20 million

• Compensation expenses of $289 million increased $17 million, primarily reflecting: Non-compensation expenses of $174 million increased $3 million, primarily reflecting:
• — an increase in incentive compensation aligned with operational performance relative to targets; and — non-compensation expenses were generally in line compared to the prior year
• — growth in salaries and benefits primarily reflecting annual salary increases

Depreciation and amortization

The increase is primarily driven by amortization of internally developed software, which relates to the development of MA cloud-based solutions.

Restructuring

The amounts reflect charges and adjustments related to the Company's restructuring program, more fully discussed in Note 9 to the consolidated financial statements.

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Operating margin 47.9%, ⇑ 480 BPS Adjusted Operating Margin(1) 55.3%, ⇑ 440 BPS

Operating margin and Adjusted Operating Margin(1) expansion reflects the 15% increase in revenue, partially offset by growth of 5% in operating and SG&A expenses.

Interest Expense, net ⇓ $3 million Other non-operating income ⇓ $13 million

Interest expense decrease is primarily due to: Decrease in income is primarily due to:

— lower interest expense on borrowings of $7 million, reflecting favorable impacts from fixed-to-floating interest rate swaps due to a lower interest rate environment compared with the prior year, as well as the maturity of certain swaps in prior periods; partially offset by — an increase in FX losses of $11 million

— a decrease in interest income of $4 million reflecting lower cash balances and lower interest rates

Gain on business divestitures ⇑ $181 million

Primarily reflects the gain on divestiture of the MA Regulatory Solutions business.

ETR ⇓ 10 BPS

The ETR was in line with the prior year.

Diluted EPS ⇑ $1.82 Adjusted Diluted EPS(1) ⇑ $1.12

The increase in Diluted EPS reflects growth in operating income coupled with the gain on the divestiture of the MA Regulatory Solutions business.

The increase in Adjusted Diluted EPS(1) reflects growth in Adjusted Operating Income(1).

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Segment Results

Moody’s Analytics

The table below provides a summary of revenue and operating results, followed by further insight and commentary:

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MOODY'S ANALYTICS REVENUE

Three months ended June 30,

2026-----------------------------------------------------------------------------------2025

MA: Global revenue ⇑ $37 million U.S. Revenue ⇑ $28 million Non-U.S. Revenue ⇑ $9 million

The 4% increase in global MA revenue reflects growth both in the U.S. (7%) and internationally (2%).

–Organic constant currency revenue(1) growth was 8%.

–Recurring revenue growth and organic constant currency recurring revenue(1) growth was 7% and 9%, respectively.

–ARR(2) increased 9%.

The increases are reflective of growth across all LOBs, as discussed in further detail below.

DECISION SOLUTIONS REVENUE

Three months ended June 30,

2026-----------------------------------------------------------------------------------2025

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DS: Global revenue ⇑ $10 million U.S. Revenue ⇑ $16 million Non-U.S. Revenue ⇓ $6 million

Global DS revenue for the three months ended June 30, 2026 and 2025 was comprised as follows:

Global DS revenue increased 2% compared to the second quarter of 2025 and reflects increases in the U.S. (10%), partially offset by a decline internationally (2%). DS recurring revenue grew 9%. Organic constant currency revenue(1) and organic constant currency recurring revenue(1) growth for DS was 12% and 14%, respectively, and ARR grew 10%.

The most notable drivers of the growth are as follows:

–Insurance revenue grew 9%

–recurring revenue growth of 11% was primarily attributable to continued demand for subscription-based revenue for catastrophe modeling tools

–ARR(2) grew 9% reflecting the continued demand for subscription-based catastrophe models

–KYC revenue grew 13%

–recurring revenue growth of 12% reflects continued demand and strong customer retention for KYC solutions, including expanded compliance data use cases, coupled with a favorable impact from foreign currency translation

–Constant currency revenue(1) growth and constant currency recurring revenue(1) growth in KYC were 11% and 10%, respectively

–ARR(2) grew 13%, reflecting the aforementioned strong demand for KYC solutions

–Banking revenue declined 14%, primarily reflecting the impact of both the MA Learning Solutions divestiture in the fourth quarter of 2025 and the divestiture of MA Regulatory Solutions in the second quarter of 2026. Organic constant currency revenue(1) growth for Banking was 17%

–recurring revenue growth was 3% within Banking, which was suppressed by the divestiture of the MA Regulatory Solutions business.

–Organic constant currency recurring revenue(1) grew 22%, reflecting:

–the expansion of existing customer relationships to cloud-based subscription banking offerings that enable customers' lending, risk management and finance workflows; and

–an increase resulting from the timing of revenue recognition for installed software subscriptions.

–Transaction revenue declined 88% reflecting the impact of the divestiture of the MA Learning Solutions business and MA's continued strategic shift to cloud-based subscription-based solutions.

–ARR(2) grew 10% reflecting the aforementioned expansion of existing customer relationships to cloud-based subscription banking offerings. The lower rate of ARR growth relative to organic constant currency recurring revenue growth primarily reflects higher revenues resulting from the timing of revenue recognition for installed software subscriptions.

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RESEARCH AND INSIGHTS REVENUE

Three months ended June 30,

2026-----------------------------------------------------------------------------------2025

R&I: Global revenue ⇑ $7 million U.S. Revenue ⇑ $2 million Non-U.S. Revenue ⇑ $5 million

Global R&I revenue increased 3% compared to the second quarter of 2025 and reflects growth in both the U.S. (1%) and internationally (5%). Constant currency revenue(1) growth for R&I was 2%. Recurring revenue increased 3%.

The revenue increase was attributable to continued demand for credit research product offerings.

ARR(2) increased 6%.

DATA AND INFORMATION REVENUE

Three months ended June 30,

2026-----------------------------------------------------------------------------------2025

D&I: Global revenue ⇑ $20 million U.S. Revenue ⇑ $10 million Non-U.S. Revenue ⇑ $10 million

Global D&I revenue increased 9% compared to the second quarter of 2025 and reflects growth in both the U.S. (13%) and internationally (7%). Constant currency revenue(1) growth for D&I was 8%.

This growth was primarily driven by continued strong demand for ratings data feeds and company data applications, which also contributed to an 8% increase in ARR(2).

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MA: Second Quarter Compensation and Non-Compensation Expense ⇑ $9 million

Compensation expenses of $357 million increased $2 million primarily reflecting: Non-compensation expenses of $207 million increased $7 million reflecting:

— an increase in incentive compensation aligned with operational performance relative to targets; mostly offset by — increases in costs to support operating growth, including technology infrastructure costs

— a decrease in salaries and benefits primarily attributable to the divestitures of MA Learning Solutions and MA Regulatory Solutions businesses, while the underlying expense was generally in line with the prior year

MA: Adjusted Operating Margin 33.6% ⇑ 150 BPS

Adjusted Operating Margin expansion primarily reflects the aforementioned 4% increase in global MA revenue, supported by operational efficiency/disciplined cost management.

Depreciation and amortization

The increase in depreciation and amortization expense reflects higher amortization of internally developed software relating to the development of cloud-based solutions.

Restructuring

The amounts reflect charges and adjustments related to the Company's restructuring program, more fully discussed in Note 9 to the consolidated financial statements.

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Moody’s Investors Service

The table below provides a summary of revenue and operating results, followed by further insight and commentary:

The following chart presents changes in rated issuance volumes compared to the second quarter of 2025. To the extent that changes in rated issuance volumes had a material impact to MIS's revenue compared to the prior year, those impacts are discussed below.

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MOODY'S INVESTORS SERVICE REVENUE

Three months ended June 30,

2026-----------------------------------------------------------------------------------2025

MIS: Global revenue ⇑ $250 million U.S. Revenue ⇑ $198 million Non-U.S. Revenue ⇑ $52 million

The 25% increase in global MIS revenue reflects growth in the U.S. (32%) and internationally (13%).

–Organic constant currency revenue(1) growth was 24%.

The increase is reflective of growth across all ratings LOBs, as discussed in further detail below.

CFG REVENUE

Three months ended June 30,

2026-----------------------------------------------------------------------------------2025

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CFG: Global revenue ⇑ $139 million U.S. Revenue ⇑ $119 million Non-U.S. Revenue ⇑ $20 million

Global CFG revenue for the three months ended June 30, 2026 and 2025 was comprised as follows:

• Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.

The increase in CFG revenue of 27% reflects growth in the U.S. (38%) and internationally (10%).

–Organic constant currency revenue(1) growth for CFG was 26%.

Transaction revenue increased $129 million compared to the same period in the prior year, which primarily reflected:

–an increase in leveraged finance issuance activity, primarily in the U.S., reflecting strong investor demand and tight credit spreads throughout most of the quarter coupled with loan activity to finance M&A; and

–higher investment-grade revenue reflecting strong issuance supported by AI‑related financing from hyperscalers in the technology sector, and continued strong investor demand.

SFG REVENUE

Three months ended June 30,

2026---------------------------------------------------------------------------2025

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SFG: Global revenue ⇑ $16 million U.S. Revenue ⇑ $13 million Non-U.S. Revenue ⇑ $3 million Global SFG revenue for the three months ended June 30, 2026 and 2025 was comprised as follows:

The increase in SFG revenue of 12% reflects growth in the U.S. (14%) and internationally (7%).

–Organic constant currency revenue(1) growth for SFG was 10%.

Transaction revenue increased $14 million compared to the second quarter of 2025, mainly attributable to higher asset-backed securities and RMBS activity, supported by strong investor demand and favorable spread conditions.

FIG REVENUE

Three months ended June 30,

2026-----------------------------------------------------------------------------------2025

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FIG: Global revenue ⇑ $31 million U.S. Revenue ⇑ $20 million Non-U.S. Revenue ⇑ $11 million

Global FIG revenue for the three months ended June 30, 2026 and 2025 was comprised as follows:

The increase in FIG revenue of 16% reflects growth in the U.S. (20%) and internationally (12%).

Transaction revenue increased $27 million compared to the second quarter of 2025, primarily reflecting increased volumes from issuers in the banking sector supported by favorable spreads and strong investor demand.

PPIF REVENUE

Three months ended June 30,

2026-----------------------------------------------------------------------------------2025

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PPIF: Global revenue ⇑ $62 million U.S. Revenue ⇑ $45 million Non-U.S. Revenue ⇑ $17 million

Global PPIF revenue for the three months ended June 30, 2026 and 2025 was comprised as follows:

The increase in PPIF revenue of 38% reflects growth in the U.S. (42%) and internationally (31%).

–Constant currency revenue(1) increase for PPIF was 37%.

Transaction revenue increased $59 million compared to the second quarter of 2025, reflecting strong issuance in U.S. project and infrastructure finance related to data centers and broader build-out of technology infrastructure.

MIS: Second Quarter Compensation and Non-Compensation Expenses ⇑ $36 million

Compensation expenses of $306 million increased $26 million reflecting: Non-compensation expenses of $107 million increased $10 million:

— an increase in incentive compensation aligned with operational performance relative to targets; and — an increase in costs to support operating growth

— growth in salaries and benefits primarily reflecting annual salary increases

MIS: Adjusted Operating Margin 68.3% ⇑ 410 BPS

MIS Adjusted Operating Margin expansion primarily reflects the aforementioned 25% increase in revenue and operating leverage in the business.

Restructuring

The amounts reflect charges and adjustments related to the Company's restructuring program, more fully discussed in Note 9 to the consolidated financial statements.

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Six months ended June 30, 2026 compared with six months ended June 30, 2025

Executive Summary

The following table provides an executive summary of key operating results for the six months ended June 30, 2026. Following this executive summary is a more detailed discussion of the Company’s operating results as well as a discussion of the operating results of the Company’s reportable segments.

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Moody’s Corporation

GLOBAL REVENUE

Six months ended June 30,

2026-----------------------------------------------------------------------------------2025

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Global revenue ⇑ $442 million U.S. Revenue ⇑ $341 million Non-U.S. Revenue ⇑ $101 million

Growth in global revenue reflected increases in both MA and MIS, both in the U.S. and internationally. Refer to the section entitled “Segment Results” of this MD&A for a more comprehensive discussion of the Company’s segment revenue.

YTD Operating Expense ⇑ $69 million

• Compensation expenses of $767 million increased $37 million, reflecting: Non-compensation expenses of $282 million increased $32 million, reflecting:
• — growth in salaries and benefits primarily reflecting: — increases in costs to support operating growth, including technology infrastructure costs
• — annual salary increases;— unfavorable foreign exchange impacts; and
• — an increase in incentive compensation aligned with operational performance relative to targets

YTD SG&A Expense ⇑ $58 million

• Compensation expenses of $578 million increased $31 million, reflecting: Non-compensation expenses of $362 million increased $27 million, reflecting:
• — growth in salaries and benefits primarily reflecting: — a reserve recorded in the first quarter of 2026 for an international non-income tax obligation
• — annual salary increases; and— unfavorable foreign exchange impacts

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Depreciation and amortization

The increase is primarily driven by amortization of internally developed software, which relates to the development of MA cloud-based solutions.

Restructuring

The amounts reflect charges and adjustments related to the Company's restructuring program, more fully discussed in Note 9 to the consolidated financial statements.

Operating margin 46.2%, ⇑ 270 BPS Adjusted Operating Margin(1) 54.2%, ⇑ 290 BPS

Operating margin and Adjusted Operating Margin(1) expansion reflects the 12% increase in revenue, partially offset by growth of 7% in operating and SG&A expenses.

Interest Expense, net ⇑ $2 million Other non-operating income ⇓ $18 million

The increase in interest expense, net is primarily due to: Decrease in income is primarily due to:

— lower interest income of $16 million reflecting lower cash balances resulting from higher share repurchase activity coupled with lower interest rates; — an increase in FX losses of $12 million

— interest related to a reserve for an international non-income tax obligation of $14 million; partially offset by

— lower interest expense on borrowings of $24 million reflecting favorable impacts from fixed-to-floating interest rate swaps due to a lower interest rate environment compared with the prior year, coupled with the maturity of both debt and interest rate swaps

Gain on business divestitures ⇑ $181 million

Primarily reflects the gain on divestiture of the MA Regulatory Solutions business.

ETR ⇑ 90 BPS

The increase primarily reflects lower Excess Tax Benefits related to stock-based compensation.

Diluted EPS ⇑ $2.09 Adjusted Diluted EPS(1) ⇑ $1.62

The increase in Diluted EPS reflects growth in operating income coupled with the gain on the divestiture of the MA Regulatory Solutions business.

The increase in Adjusted Diluted EPS(1) reflects growth in Adjusted Operating Income(1).

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Segment Results

Moody’s Analytics

The table below provides a summary of revenue and operating results, followed by further insight and commentary:

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MOODY'S ANALYTICS REVENUE

Six months ended June 30,

2026-----------------------------------------------------------------------------------2025

MA: Global revenue ⇑ $104 million U.S. Revenue ⇑ $52 million Non-U.S. Revenue ⇑ $52 million

The 6% increase in global MA revenue reflects growth both in the U.S. (7%) and internationally (5%).

–Organic constant currency revenue(1) growth was 7%.

–Recurring revenue growth and organic constant currency recurring revenue(1) growth was 9% and 8%, respectively.

–ARR(2) increased 9%.

These increases are reflective of growth across all LOBs, as discussed in further detail below.

DECISION SOLUTIONS REVENUE

Six months ended June 30,

2026-----------------------------------------------------------------------------------2025

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DS: Global revenue ⇑ $37 million U.S. Revenue ⇑ $24 million Non-U.S. Revenue ⇑ $13 million

Global DS revenue for the six months ended June 30, 2026 and 2025 was comprised as follows:

Global DS revenue grew 5% compared to the first half of 2025 and reflects increases in both the U.S. (7%) and internationally (3%). Organic constant currency revenue(1) and organic constant currency recurring revenue(1) growth for DS was 10% and 12%, respectively. ARR(2) growth was 10%.

The most notable drivers of the growth are as follows:

–Insurance revenue grew 10%

–recurring revenue growth of 12% in Insurance was attributable to continued demand resulting in new sales for subscription-based revenue for catastrophe modeling tools

–Organic constant currency revenue(1) and organic constant currency recurring revenue(1) growth for Insurance was 9% and 11%, respectively

–ARR(2) grew 9%, reflecting the aforementioned continued demand for subscription-based catastrophe modeling tools

–KYC revenue grew 15%

–recurring revenue growth of 14% in KYC reflects strong demand and customer retention for KYC and compliance solutions reflecting increased customer and supplier risk data usage

–Both organic constant currency revenue(1) and organic constant currency recurring revenue(1) growth for KYC was 11%

–ARR(2) grew 13%, reflecting the aforementioned strong demand for KYC solutions

–Banking revenue declined 10%, primarily reflecting the impact of both the MA Learning Solutions divestiture in the fourth quarter of 2025 and the divestiture of MA Regulatory Solutions in the second quarter of 2026. Organic constant currency revenue(1) growth for Banking was 9%.

–recurring revenue growth of 7% within Banking reflected:

–expansion of existing customer relationships to cloud-based subscription banking offerings that enable customers' lending, risk management and finance workflows; and

–an increase resulting from the timing of revenue recognition for installed software subscriptions;

partially offset by:

– the divestiture of the MA Regulatory Solutions business.

–Organic constant currency recurring revenue(1) growth for Banking was 15%

–Transaction revenue declined by 82%, reflecting the impact of the divestiture of the MA Learning Solutions business and MA's continued strategic shift to cloud-based subscription offerings

–ARR(2) grew 10%

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RESEARCH AND INSIGHTS REVENUE

Six months ended June 30,

2026-----------------------------------------------------------------------------------2025

R&I: Global revenue ⇑ $26 million U.S. Revenue ⇑ $12 million Non-U.S. Revenue ⇑ $14 million

Global R&I revenue increased 5% compared to the first half of 2025 and reflects growth in both the U.S. (4%) and internationally (6%). Constant currency revenue(1) growth for R&I was 4%.

Recurring revenue growth and constant currency recurring revenue(1) growth were 6% and 5%, respectively.

The revenue increase was attributable to continued strong retention and demand for credit research product offerings, which contributed to ARR(2) growth of 6%.

DATA AND INFORMATION REVENUE

Six months ended June 30,

2026-----------------------------------------------------------------------------------2025

D&I: Global revenue ⇑ $41 million U.S. Revenue ⇑ $16 million Non-U.S. Revenue ⇑ $25 million

Global D&I revenue increased 9% compared to the first half of 2025 and reflects growth in both the U.S. (10%) and internationally (9%).

This growth was mainly driven by continued strong demand for ratings data feeds and company data applications, coupled with a favorable impact from foreign currency translation.

Organic constant currency revenue(1) growth for D&I was 6%.

ARR(2) grew 8% for D&I.

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MA: YTD Compensation and Non-Compensation Expense ⇑ $31 million

• Compensation expenses of $731 million increased $14 million reflecting: Non-compensation expenses of $409 million increased $17 million reflecting:
• — growth in salaries and benefits, largely driven by unfavorable changes in foreign exchange rates, partially offset by divestitures — increases in costs to support operating growth, including technology infrastructure costs

MA: Adjusted Operating Margin 33.1% ⇑ 200 BPS

Adjusted Operating Margin expansion primarily reflects the aforementioned 6% increase in global MA revenue, supported by operational efficiency/disciplined cost management.

Depreciation and amortization The increase in depreciation and amortization expense primarily reflects higher amortization of internally developed software relating to the development of cloud-based solutions as well as the amortization of recently acquired intangible assets.

Restructuring

The amounts reflect charges and adjustments related to the Company's restructuring program, more fully discussed in Note 9 to the consolidated financial statements.

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Moody’s Investors Service

The table below provides a summary of revenue and operating results, followed by further insight and commentary:

The following chart presents changes in rated issuance volumes compared to the first half of 2025. To the extent that changes in rated issuance volumes had a material impact on MIS's revenue compared to the prior year, those impacts are discussed below.

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MOODY'S INVESTORS SERVICE REVENUE

Six months ended June 30,

2026-----------------------------------------------------------------------------------2025

MIS: Global revenue ⇑ $338 million U.S. Revenue ⇑ $289 million Non-U.S. Revenue ⇑ $49 million

The 16% increase in global MIS revenue reflects growth in the U.S. (22%) and internationally (6%).

–Organic constant currency revenue(1) growth was 15%.

The increase is reflective of growth across all ratings LOBs, as discussed in further detail below.

CFG REVENUE

Six months ended June 30,

2026-----------------------------------------------------------------------------------2025

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CFG: Global revenue ⇑ $208 million U.S. Revenue ⇑ $200 million Non-U.S. Revenue ⇑ $8 million

Global CFG revenue for the six months ended June 30, 2026 and 2025 was comprised as follows:

• Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.

The increase in CFG revenue of 19% reflects growth in both the U.S. (28%) and internationally (2%).

–Organic constant currency revenue(1) growth for CFG was 18%.

Transaction revenue increased $186 million compared to the prior year, which primarily reflected:

–strong investment-grade issuance activity supported by AI‑related financing from hyperscalers in the technology sector, and continued strong investor demand; and

–an increase in leveraged finance issuance activity, primarily in the U.S., reflecting strong investor demand and tight credit spreads throughout most of the period coupled with loan activity to finance M&A.

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SFG REVENUE

Six months ended June 30,

2026-----------------------------------------------------------------------------------2025

SFG: Global revenue ⇑ $15 million U.S. Revenue ⇑ $7 million Non-U.S. Revenue ⇑ $8 million

Global SFG revenue for the six months ended June 30, 2026 and 2025 was comprised as follows:

The increase in SFG revenue of 5% reflects growth in both the U.S. (4%) and internationally (10%).

–Organic constant currency revenue(1) growth for SFG was 4%.

The increase primarily reflects higher asset-backed securities and RMBS activity, supported by strong investor demand and tight spreads.

FIG REVENUE

Six months ended June 30,

2026-----------------------------------------------------------------------------------2025

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FIG: Global revenue ⇑ $34 million U.S. Revenue ⇑ $27 million Non-U.S. Revenue ⇑ $7 million

Global FIG revenue for the six months ended June 30, 2026 and 2025 was comprised as follows:

The increase in FIG revenue of 9% reflects growth both in the U.S. (14%) and internationally (4%).

–Organic constant currency revenue(1) growth for FIG was 7%.

Transaction revenue increased $23 million compared to the same period in the prior year, primarily due to higher banking activity in the U.S., supported by favorable spreads and strong investor demand.

Recurring revenue increased $11 million, primarily reflecting the impact of annual price increases and higher monitored credits.

PPIF REVENUE

Six months ended June 30,

2026-----------------------------------------------------------------------------------2025

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PPIF: Global revenue ⇑ $75 million U.S. Revenue ⇑ $53 million Non-U.S. Revenue ⇑ $22 million

Global PPIF revenue for the six months ended June 30, 2026 and 2025 was comprised as follows:

The 23% increase in PPIF revenue reflects growth in both the U.S. (25%) and internationally (19%).

–Constant currency revenue(1) growth for PPIF was 22%.

Transaction revenue increased $67 million compared to the same period in the prior year, reflecting strong issuance in U.S. project and infrastructure finance related to data centers and broader build-out of technology infrastructure.

MIS: YTD Compensation and Non-Compensation Expense ⇑ $58 million

• Compensation expenses of $613 million increased $53 million, reflecting: Non-compensation expenses of $198 million increased $5 million, reflecting:
• — growth in salaries and benefits due to: — an increase in costs to support operating growth
• — annual salary increases; and— unfavorable foreign exchange impacts; coupled with
• — an increase in incentive compensation aligned with operational performance relative to targets

Adjusted Operating Margin of 67.5% ⇑ 240 BPS

MIS Adjusted Operating Margin expansion primarily reflects the aforementioned 16% increase in revenue and operating leverage in the business.

Restructuring Charges

The amounts reflect charges and adjustments related to the Company's restructuring programs. The Strategic and Operational Efficiency Restructuring Program is more fully discussed in Note 9 to the consolidated financial statements.

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LIQUIDITY AND CAPITAL RESOURCES

Moody's remains committed to using its cash flow to create value for shareholders by both investing in the Company's employees and growing the business through targeted organic initiatives and inorganic acquisitions aligned with strategic priorities. Additional excess capital is returned to the Company’s shareholders via a combination of dividends and share repurchases.

Cash Flow

The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:

(1) Free Cash Flow is a non-GAAP measure and is defined by the Company as net cash provided by operating activities minus cash paid for capital expenditures. Refer to “Non-GAAP Financial Measures” of this MD&A for further information on this financial measure.

Net cash provided by operating activities

Net cash flows from operating activities for the six months ended June 30, 2026 increased by $418 million compared to the same period in 2025, with the most notable drivers reflecting:

–growth in operating income of $304 million coupled with various changes in working capital; and

–approximately $70 million in lower incentive compensation payments in 2026 (based on full-year 2025 financial and operating results) compared to payments made in the prior year (based on full-year 2024 financial and operating results).

Net cash provided by investing activities

The $77 million decrease in cash provided by investing activities in the six months ended June 30, 2026 compared to the same period in 2025 was primarily due to:

–a $473 million decrease in sales and maturities of investments primarily due to the maturity of certificates of deposit in the first quarter of 2025, of which the proceeds were used to repay notes payable in the prior year;

partially offset by:

–cash received from the divestiture of businesses (net of cash transferred to the purchaser) of $200 million, primarily relating to the sale of the MA Regulatory Solutions business in the second quarter of 2026; and

–lower cash paid for acquisitions (net of cash acquired) of $200 million, primarily due to amounts paid for the acquisition of CAPE Analytics in the first quarter of 2025.

Net cash used in financing activities

The $849 million increase in cash used in financing activities in the six months ended June 30, 2026 compared to the same period in the prior year was primarily attributed to:

–higher cash paid for treasury share repurchases in 2026 of $1.5 billion compared to the same period in the prior year;

partially offset by:

–a $700 million repayment of notes payable in the prior year.

Cash and cash equivalents and short-term investments

The Company’s aggregate cash and cash equivalents and short-term investments of $1.5 billion at June 30, 2026 included approximately $1.1 billion located outside of the U.S. Approximately 21% of the Company’s aggregate cash and cash equivalents and short-term investments is denominated in euro and GBP. The Company manages both its U.S. and non-U.S. cash flow to maintain sufficient liquidity in all regions to effectively meet its operating needs.

The Company regularly evaluates which entities will indefinitely reinvest earnings outside the U.S. The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested. Accordingly, the Company continues to repatriate a portion of its non-U.S. cash in these subsidiaries and will continue to repatriate certain of its offshore cash in a manner that addresses compliance with local statutory requirements, sufficient offshore working capital and any other factors that may be relevant in certain jurisdictions. Notwithstanding the Tax Act, which generally eliminated federal income tax on future cash repatriation to the U.S., cash repatriation may be subject to state and local taxes or withholding or similar taxes.

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Material Cash Requirements

The Company's material cash requirements consist of the following contractual and other obligations:

Financing Arrangements

Indebtedness

At June 30, 2026, Moody’s had $7.1 billion of outstanding principal on debt and $1 billion of additional capacity available under the Company’s CP Program, which is backstopped by the $1.25 billion 2024 Facility.

The repayment schedule for the Company’s borrowings outstanding at June 30, 2026 is as follows:

For additional information on the Company's outstanding debt, refer to Note 13 to the consolidated financial statements.

Future interest payments and fees associated with the Company's debt and credit facility are expected to be $3.4 billion, of which approximately $200 million is expected to be paid in each of the next five years, and the remaining amount expected to be paid thereafter.

Management may consider pursuing additional long-term financing when it is appropriate in light of cash requirements for operations, share repurchases and other strategic opportunities, which could result in higher financing costs.

Purchase Obligations

Purchase obligations generally include multi-year agreements with vendors to purchase goods or services and mainly include data center/cloud hosting fees and fees for information technology licensing and maintenance. As of June 30, 2026, these purchase obligations totaled approximately $1.3 billion, of which approximately 35% is expected to be paid in the next twelve months and another approximate 45% is expected to be paid over the next two subsequent years, with the remainder to be paid thereafter.

Leases

The Company has remaining payments relating to its operating leases of $1.0 billion at June 30, 2026, primarily related to real estate leases, of which $100 million in payments are expected over the next twelve months. For more information on the expected cash flows relating to the Company's operating leases, refer to Note 14 to the consolidated financial statements.

Pension and Other Retirement Plan Obligations

The Company does not anticipate making significant contributions to its funded pension plan in the next twelve months. This plan is overfunded at June 30, 2026, and accordingly holds sufficient investments to fund future benefit obligations. Payments for the Company's unfunded plans are not expected to be material in either the short or long-term.

Dividends and share repurchases

On July 21, 2026, the Board approved the declaration of a quarterly dividend of $1.03 per share for Moody’s common stock, payable September 4, 2026 to shareholders of record at the close of business on August 14, 2026. The continued payment of dividends at this rate, or at all, is subject to the discretion of the Board.

On October 21, 2025, the Board approved $4.0 billion in share repurchase authority. At June 30, 2026, the Company had approximately $1.8 billion of remaining authority under this authorization.

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Restructuring

As more fully discussed in Note 9 to the consolidated financial statements, the Company is currently in the process of executing the Strategic and Operational Efficiency Restructuring Program. Future cash outlays associated with this program are expected to be approximately $130 million to $175 million, which are expected to be paid out through 2028.

Sources of Funding to Satisfy Material Cash Requirements

The Company believes that it has the financial resources needed to meet its cash requirements and expects to have positive operating cash flow over the next twelve months. Cash requirements for periods beyond the next twelve months will depend, among other things, on the Company’s profitability and its ability to manage working capital requirements. The Company may also borrow from various sources as described above.

NON-GAAP FINANCIAL MEASURES

In addition to its reported results, Moody’s has included in this MD&A certain adjusted results that the SEC defines as “Non-GAAP financial measures.” Management believes that such adjusted financial measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and can provide greater transparency to investors of supplemental information used by management in its financial and operational decision-making. These adjusted measures, as defined by the Company, are not necessarily comparable to similarly defined measures of other companies. Furthermore, these adjusted measures should not be viewed in isolation or used as a substitute for other GAAP measures in assessing the operating performance or cash flows of the Company. Below are brief descriptions of the Company’s adjusted financial measures accompanied by a reconciliation of the adjusted measure to its most directly comparable GAAP measure:

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Adjusted Operating Income and Adjusted Operating Margin:

The Company presents Adjusted Operating Income and Adjusted Operating Margin because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance. Adjusted Operating Income excludes the impact of: i) depreciation and amortization; ii) restructuring charges/adjustments; iii) a reserve for an international non-income tax obligation; iv) Duplicate Rent expense incurred during the build-out and transition to the Company's new New York City headquarters; and v) charges related to asset abandonment. Depreciation and amortization are excluded because companies utilize productive assets of different estimated useful lives and use different methods of acquiring and depreciating productive assets. Restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, are excluded as the frequency and magnitude of these charges may vary widely across periods and companies. The reserve for an international non-income tax obligation is excluded because the Company believes it is not indicative of its ongoing operating cost structure. Duplicate Rent expense incurred during the build-out and transition to the Company's new New York City headquarters is excluded because it relates to an infrequent corporate headquarters relocation and is not indicative of the Company's ongoing operating cost structure.

Management believes that the exclusion of the aforementioned items, as detailed in the reconciliation below, allows for an additional perspective on the Company’s operating results from period to period and across companies. The Company defines Adjusted Operating Margin as Adjusted Operating Income divided by revenue.

Adjusted Net Income and Adjusted Diluted EPS attributable to Moody's common shareholders:

The Company presents Adjusted Net Income and Adjusted Diluted EPS because management deems these metrics to be useful measures to provide additional perspective on Moody’s operating performance. Adjusted Net Income and Adjusted Diluted EPS exclude the impact of: i) amortization of acquired intangible assets; ii) restructuring charges/adjustments; iii) a reserve for an international non-income tax obligation and related interest and penalties; iv) charges related to asset abandonment; v) Duplicate Rent expense incurred during the build-out and transition to the Company's new New York City headquarters; and vi) gain on business divestitures.

The Company excludes the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of acquiring and amortizing intangible assets. These intangible assets were recorded as part of acquisition accounting and contribute to revenue generation. The amortization of intangible assets related to acquisitions will recur in future periods until such intangible assets have been fully amortized. Furthermore, the timing and magnitude of business combination transactions are not predictable and the purchase price allocated to amortizable intangible assets and the related amortization period are unique to each acquisition and can vary significantly from period to period and across companies. Restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, are excluded as the frequency and magnitude of these items may vary widely across periods and companies. The reserve for an international non-income tax obligation and related interest and penalties are excluded because the Company believes they are not indicative of its ongoing operating cost structure. Duplicate Rent expense incurred during the build-out and transition to the Company's new New York City headquarters is excluded because it relates to an infrequent corporate headquarters relocation and is not indicative of the Company's ongoing operating cost structure. Gain on business divestitures are excluded due to their infrequent nature and because they do not reflect the Company's ongoing operations.

The Company excludes the aforementioned items to provide additional perspective when comparing net income and diluted EPS from period to period and across companies as the frequency and magnitude of similar transactions may vary widely across periods.

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Note: the tax impacts in the table above were calculated using tax rates in effect in the jurisdiction for which the item relates.

Free Cash Flow:

The Company defines Free Cash Flow as net cash provided by operating activities minus cash paid for capital additions. Management believes that Free Cash Flow is a useful metric in assessing the Company’s cash flows to service debt, pay dividends and to fund acquisitions and share repurchases. Management deems capital expenditures essential to the Company’s product and service innovations and maintenance of Moody’s operational capabilities. Accordingly, capital expenditures are deemed to be a recurring use of Moody’s cash flow. Below is a reconciliation of the Company’s net cash flows from operating activities to Free Cash Flow:

Organic Constant Currency Revenue Growth (Decline):

The Company presents organic constant currency revenue growth as its non-GAAP measure of revenue growth. Management deems this measure to be useful in providing additional perspective in assessing the Company's revenue growth excluding both the inorganic revenue impacts from certain acquisition and divestiture activity completed within the last 12 months and the impacts of changes in foreign exchange rates. The Company calculates the dollar impact of foreign exchange as the difference between the translation of its current period non-USD functional currency results using comparative prior period weighted average foreign exchange translation rates and current year reported results.

Below is a reconciliation of the Company's reported revenue and growth (decline) rates to its organic constant currency revenue growth (decline) measures:

Key Performance Metrics:

The Company presents ARR on an organic constant currency basis for its MA business as a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time. The Company uses ARR to manage and monitor performance of its MA operating segment and believes that this metric is a key indicator of the trajectory of MA's recurring revenue base.

The Company calculates ARR by taking the total recurring contract value for each active renewable contract as of the reporting date, divided by the number of days in the contract and multiplied by 365 days to create an annualized value. The Company defines renewable contracts as subscriptions, term licenses, maintenance and renewable services. ARR excludes transaction sales including one-time training, services and perpetual licenses. In order to compare period-over-period ARR excluding the effects of foreign currency translation, the Company bases the calculation on currency rates utilized in its current year operating budget and holds these FX rates constant for the duration of all current and prior periods being reported. Additionally, to provide better perspective in assessing growth, the Company excludes from ARR contracts associated with acquisitions and divestitures completed within the last 12 months.

The Company’s definition of ARR may differ from definitions utilized by other companies reporting similarly named measures, and this metric should be viewed in addition to, and not as a substitute for, financial measures presented in accordance with GAAP.

RECENTLY ISSUED ACCOUNTING STANDARDS

Refer to Note 1 to the consolidated financial statements located in Part I of this Form 10-Q for a discussion on the impact to the Company relating to recently issued accounting pronouncements.

CONTINGENCIES

Legal proceedings in which the Company is involved also may impact Moody’s liquidity or operating results. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Item 1 - "Financial Statements," Note 15 "Contingencies” in this Form 10-Q.