Item 1. Financial Statements

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Item 1. Financial Statements

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in millions, except per share data)

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Revenue$2,185$1,898$4,264$3,822
Expenses
Operating5184891,049980
Selling, general and administrative463443940882
Depreciation and amortization126120248233
Restructuring32275960
Charges related to asset abandonment—1—3
Total expenses1,1391,0802,2962,158
Operating income1,0468181,9681,664
Non-operating income (expense), net
Interest expense, net(58)(61)(124)(122)
Other non-operating income, net2151634
Gain on business divestitures181—181—
Total non-operating income (expense), net125(46)73(88)
Income before provision for income taxes1,1717722,0411,576
Provision for income taxes292193501372
Net income8795791,5401,204
Less: Net income attributable to noncontrolling interests1111
Net income attributable to Moody's$878$578$1,539$1,203
Earnings per share attributable to Moody's common shareholders
Basic$5.04$3.22$8.77$6.69
Diluted$5.03$3.21$8.75$6.66
Weighted average number of shares outstanding
Basic174.1179.7175.5179.9
Diluted174.5180.2175.9180.5

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

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MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Amounts in millions)

Three Months Ended June 30, 2026Three Months Ended June 30, 2025
Pre-tax amountsTax amountsAfter-tax amountsPre-tax amountsTax amountsAfter-tax amounts
Net Income$879$579
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net$(45)$—(45)$424$—424
Net gains (losses) on net investment hedges2(3)(1)(486)122(364)
Cash Flow Hedges:
Reclassification of losses included in net income———1—1
Pension and Other Retirement Benefits:
Amortization of actuarial gains and prior service credits included in net income(2)1(1)(1)—(1)
Net actuarial gains (losses)6(2)4(1)—(1)
Total other comprehensive (loss) income$(39)$(4)$(43)$(63)$122$59
Comprehensive income836638
Less: comprehensive loss attributable to noncontrolling interests(7)—
Comprehensive Income Attributable to Moody's$843$638
Six Months Ended June 30, 2026Six Months Ended June 30, 2025
Pre-tax amountsTax amountsAfter-tax amountsPre-tax amountsTax amountsAfter-tax amounts
Net Income$1,540$1,204
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net$(163)$1(162)$612$(1)611
Net gains (losses) on net investment hedges129(35)94(660)166(494)
Cash Flow Hedges:
Reclassification of losses included in net income1—11—1
Pension and Other Retirement Benefits:
Amortization of actuarial gains and prior service credits included in net income(2)1(1)(1)—(1)
Net actuarial gains (losses)7(2)5(1)—(1)
Total other comprehensive (loss) income$(28)$(35)$(63)$(49)$165$116
Comprehensive income1,4771,320
Less: comprehensive loss attributable to noncontrolling interests(8)(3)
Comprehensive Income Attributable to Moody's$1,485$1,323

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

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MOODY’S CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

(Amounts in millions, except share and per share data)

June 30, 2026December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents$1,467$2,384
Short-term investments2964
Accounts receivable, net of allowance for credit losses of $29 in 2026 and $29 in 20251,9192,024
Other current assets567714
Total current assets3,9825,186
Property and equipment, net of accumulated depreciation of $1,579 in 2026 and $1,572 in 2025754722
Operating lease right-of-use assets504282
Goodwill6,3186,368
Intangible assets, net1,7491,866
Deferred tax assets, net277305
Other assets1,0911,101
Total assets$14,675$15,830
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities$1,086$1,304
Current portion of operating lease liabilities9395
Current portion of long-term debt571—
Deferred revenue1,5951,582
Total current liabilities$3,345$2,981
Non-current portion of deferred revenue5356
Long-term debt6,3756,994
Deferred tax liabilities, net292315
Uncertain tax positions170158
Operating lease liabilities483262
Other liabilities791859
Total liabilities11,50911,625
Contingencies (Note 15)
Shareholders' equity:
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; no shares issued and outstanding——
Series common stock, par value $0.01 per share; 10,000,000 shares authorized; no shares issued and outstanding——
Common stock, par value $0.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued at June 30, 2026 and December 31, 2025, respectively33
Capital surplus1,7531,676
Retained earnings19,02717,853
Treasury stock, at cost; 169,721,288 and 165,359,285 shares of common stock at June 30, 2026 and December 31, 2025, respectively(17,204)(14,978)
Accumulated other comprehensive loss(554)(500)
Total Moody's shareholders' equity3,0254,054
Noncontrolling interests141151
Total shareholders' equity3,1664,205
Total liabilities, noncontrolling interests and shareholders' equity$14,675$15,830

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

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MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in millions)

Six Months Ended June 30,
20262025
Cash flows from operating activities
Net income$1,540$1,204
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization248233
Stock-based compensation117117
Deferred income taxes(28)17
Non-cash restructuring and abandonment-related charges27
Provision for credit losses on accounts receivable76
Gain on business divestitures(181)—
Changes in assets and liabilities:
Accounts receivable8094
Other current assets87(25)
Other assets5(24)
Lease obligations(3)(19)
Accounts payable and accrued liabilities(193)(341)
Deferred revenue2026
Uncertain tax positions and other non-current tax liabilities1310
Other liabilities4(5)
Net cash provided by operating activities1,7181,300
Cash flows from investing activities
Capital additions(186)(160)
Purchases of investments(74)(118)
Sales and maturities of investments106579
Purchases of investments in non-consolidated affiliates(2)(12)
Receipts from settlements of net investment hedges—32
Cash paid for acquisitions, net of cash acquired(23)(223)
Cash received upon business divestitures, net of cash transferred to purchaser200—
Net cash provided by investing activities2198
Cash flows from financing activities
Repayment of notes—(700)
Proceeds from stock-based compensation plans2432
Repurchase of shares related to stock-based compensation and excise tax payments on share repurchases(120)(88)
Treasury shares(2,165)(657)
Dividends(365)(366)
Dividends to noncontrolling interests(3)(1)
Net cash used in financing activities(2,629)(1,780)
Effect of exchange rate changes on cash and cash equivalents(27)148
Decrease in cash and cash equivalents(917)(234)
Cash and cash equivalents, beginning of period2,3842,408
Cash and cash equivalents, end of period$1,467$2,174

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

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MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
Common StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal Moody's Shareholders' EquityNon- Controlling InterestsTotal Shareholders' Equity
SharesAmountSharesAmount
Balance at March 31, 2025342.9$3$1,483$16,526(163.0)$(13,734)$(578)$3,700$158$3,858
Net income5785781579
Dividends ($0.94 per share)(171)(171)—(171)
Stock-based compensation636363
Shares issued for stock-based compensation plans at average cost, net60.1288
Treasury shares repurchased, inclusive of excise tax of $3 million—(0.6)(288)(288)(288)
Currency translation adjustment, net of net investment hedge activity (net of tax of $122 million)606060
Net actuarial losses(1)(1)(1)
Amortization of actuarial gains and prior service credits(1)(1)(1)
Amortization of losses on cash flow hedges111
Balance at June 30, 2025342.9$3$1,552$16,933(163.5)$(14,020)$(519)$3,949$159$4,108

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

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MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
Common StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal Moody's Shareholders' EquityNon- Controlling InterestsTotal Shareholders' Equity
SharesAmountSharesAmount
Balance at December 31, 2024342.9$3$1,451$16,071(162.6)$(13,322)$(638)$3,565$162$3,727
Net income1,2031,20311,204
Dividends ($1.88 per share)(341)(341)(1)(342)
Stock-based compensation121121121
Shares issued for stock-based compensation plans at average cost, net(20)0.5(36)(56)(56)
Treasury shares repurchased, inclusive of excise tax of $5 million—(1.4)(662)(662)(662)
Currency translation adjustment, net of net investment hedge activity (net of tax of $165 million)120120(3)117
Net actuarial losses(1)(1)(1)
Amortization of actuarial gains and prior service credits(1)(1)(1)
Amortization of losses on cash flow hedges111
Balance at June 30, 2025342.9$3$1,552$16,933(163.5)$(14,020)$(519)$3,949$159$4,108

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

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MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
Common StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal Moody's Shareholders' EquityNon- Controlling InterestsTotal Shareholders' Equity
SharesAmountSharesAmount
Balance at March 31, 2026342.9$3$1,686$18,331(168.2)$(16,507)$(519)$2,994$149$3,143
Net income8788781879
Dividends ($1.03 per share)(182)(182)(7)(189)
Stock-based compensation626262
Shares issued for stock-based compensation plans at average cost, net5—499
Noncontrolling interest resulting from majority acquisition—66
Treasury shares repurchased, inclusive of excise tax of $7 million(1.5)(701)(701)(701)
Currency translation adjustment, net of net investment hedge activity (net of tax of $3 million)(38)(38)(8)(46)
Net actuarial gains (net of tax of $2 million)444
Amortization of actuarial gains and prior service credits(1)(1)(1)
Balance at June 30, 2026342.9$3$1,753$19,027(169.7)$(17,204)$(554)$3,025$141$3,166

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

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MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)

Shareholders of Moody's Corporation
Common StockCapital SurplusRetained EarningsTreasury StockAccumulated Other Comprehensive LossTotal Moody's Shareholders' EquityNon- Controlling InterestsTotal Shareholders' Equity
SharesAmountSharesAmount
Balance at December 31, 2025342.9$3$1,676$17,853(165.4)$(14,978)$(500)$4,054$151$4,205
Net income1,5391,53911,540
Dividends ($2.06 per share)(365)(365)(8)(373)
Stock-based compensation120120120
Shares issued for stock-based compensation plans at average cost, net(43)0.4(42)(85)(85)
Noncontrolling interest resulting from majority acquisition—66
Treasury shares repurchased, inclusive of excise tax of $19 million—(4.7)(2,184)(2,184)(2,184)
Currency translation adjustment, net of net investment hedge activity (net of tax of $34 million)(59)(59)(9)(68)
Net actuarial gains (net of tax of $2 million)555
Amortization of actuarial gains and prior service credits(1)(1)(1)
Amortization of losses on cash flow hedges111
Balance at June 30, 2026342.9$3$1,753$19,027(169.7)$(17,204)$(554)$3,025$141$3,166

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:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
MA:
Decision Solutions (DS)
Banking$119$138$252$279
Insurance183168364331
KYC121107239208
Total DS423413855818
Research and Insights (R&I)256249511485
Data and Information (D&I)246226485444
Total external revenue9258881,8511,747
Intersegment revenue3366
Total MA9288911,8571,753
MIS:
Corporate Finance (CFG)
Investment-grade186142406307
High-yield11385201152
Bank loans14798286258
Other accounts (1)205187391359
Total CFG6515121,2841,076
Structured Finance (SFG)
Asset-backed securities45358370
RMBS35296755
CMBS25254753
Structured credit45468994
Other accounts1—21
Total SFG151135288273
Financial Institutions (FIG)
Banking148120282250
Insurance47548599
Managed investments23134126
Other accounts4487
Total FIG222191416382
Public, Project and Infrastructure Finance (PPIF)
Public finance / sovereign8275156147
Project and infrastructure14287244178
Total PPIF224162400325
Total ratings revenue1,2481,0002,3882,056
MIS Other12102519
Total external revenue1,2601,0102,4132,075
Intersegment revenue525010399
Total MIS1,3121,0602,5162,174
Eliminations(55)(53)(109)(105)
Total MCO$2,185$1,898$4,264$3,822

(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:

Three Months Ended June 30, 2026Three Months Ended June 30, 2025
U.S.Non-U.S.TotalU.S.Non-U.S.Total
MA:
Decision Solutions$178$245$423$162$251$413
Research and Insights141115256139110249
Data and Information9015624680146226
Total MA409516925381507888
MIS:
Corporate Finance433218651314198512
Structured Finance104471519144135
Financial Institutions1191032229992191
Public, Project and Infrastructure Finance1527222410755162
Total ratings revenue8084401,2486113891,000
MIS Other11112—1010
Total MIS8094511,2606113991,010
Total MCO$1,218$967$2,185$992$906$1,898
Six Months Ended June 30, 2026Six Months Ended June 30, 2025
U.S.Non-U.S.TotalU.S.Non-U.S.Total
MA:
Decision Solutions$353$502$855$329$489$818
Research and Insights279232511267218485
Data and Information176309485160284444
Total MA8081,0431,8517569911,747
MIS:
Corporate Finance9053791,2847053711,076
Structured Finance1989028819182273
Financial Institutions221195416194188382
Public, Project and Infrastructure Finance264136400211114325
Total ratings revenue1,5888002,3881,3017552,056
MIS Other22325—1919
Total MIS1,5908232,4131,3017742,075
Total MCO$2,398$1,866$4,264$2,057$1,765$3,822

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

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
MA:
U.S.$409$381$808$756
Non-U.S.:
EMEA361347735678
Asia-Pacific8992181180
Americas6668127133
Total Non-U.S.5165071,043991
Total MA9258881,8511,747
MIS:
U.S.8096111,5901,301
Non-U.S.:
EMEA289266530504
Asia-Pacific10782192161
Americas5551101109
Total Non-U.S.451399823774
Total MIS1,2601,0102,4132,075
Total MCO$2,185$1,898$4,264$3,822

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

Three Months Ended June 30,
20262025
TransactionRecurringTotalTransactionRecurringTotal
Decision Solutions
Banking$3$116$119$25$113$138
3%97%100%18%82%100%
Insurance$3$180$183$6$162$168
2%98%100%4%96%100%
KYC$1$120$121$—$107$107
1%99%100%—%100%100%
Total Decision Solutions$7$416$423$31$382$413
2%98%100%8%92%100%
Research and Insights$2$254$256$3$246$249
1%99%100%1%99%100%
Data and Information$1$245$246$2$224$226
—%100%100%1%99%100%
Total MA (1)$10$915$925$36$852$888
1%99%100%4%96%100%
Corporate Finance$494$157$651$365$147$512
76%24%100%71%29%100%
Structured Finance$88$63$151$74$61$135
58%42%100%55%45%100%
Financial Institutions$135$87$222$108$83$191
61%39%100%57%43%100%
Public, Project and Infrastructure Finance$172$52$224$113$49$162
77%23%100%70%30%100%
MIS Other$2$10$12$3$7$10
17%83%100%30%70%100%
Total MIS$891$369$1,260$663$347$1,010
71%29%100%66%34%100%
Total Moody's Corporation$901$1,284$2,185$699$1,199$1,898
41%59%100%37%63%100%

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Six Months Ended June 30,
20262025
TransactionRecurringTotalTransactionRecurringTotal
Decision Solutions
Banking$9$243$252$51$228$279
4%96%100%18%82%100%
Insurance$7$357$364$12$319$331
2%98%100%4%96%100%
KYC$1$238$239$—$208$208
—%100%100%—100%100%
Total Decision Solutions$17$838$855$63$755$818
2%98%100%8%92%100%
Research and Insights$5$506$511$6$479$485
1%99%100%1%99%100%
Data and Information$5$480$485$4$440$444
1%99%100%1%99%100%
Total MA (1)$27$1,824$1,851$73$1,674$1,747
1%99%100%4%96%100%
Corporate Finance$978$306$1,284$792$284$1,076
76%24%100%74%26%100%
Structured Finance$162$126$288$152$121$273
56%44%100%56%44%100%
Financial Institutions$240$176$416$217$165$382
58%42%100%57%43%100%
Public, Project and Infrastructure Finance$296$104$400$229$96$325
74%26%100%70%30%100%
MIS Other$5$20$25$5$14$19
20%80%100%26%74%100%
Total MIS$1,681$732$2,413$1,395$680$2,075
70%30%100%67%33%100%
Total Moody's Corporation$1,708$2,556$4,264$1,468$2,354$3,822
40%60%100%38%62%100%

(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:

Three Months Ended June 30, 2026Six Months Ended June 30, 2026
MAMISTotalMAMISTotal
Revenue recognized at a point in time$15$891$906$41$1,681$1,722
Revenue recognized over time9103691,2791,8107322,542
Total$925$1,260$2,185$1,851$2,413$4,264
Three Months Ended June 30, 2025Six Months Ended June 30, 2025
MAMISTotalMAMISTotal
Revenue recognized at a point in time$19$663$682$44$1,395$1,439
Revenue recognized over time8693471,2161,7036802,383
Total$888$1,010$1,898$1,747$2,075$3,822

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:

As of June 30, 2026As of December 31, 2025
MAMISMAMIS
Unbilled Receivables$86$577$106$500

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:

Three Months Ended June 30, 2026Three Months Ended June 30, 2025
MAMISTotalMAMISTotal
Balance at March 31,$1,506$368$1,874$1,462$360$1,822
Changes in deferred revenue:
Revenue recognized that was included in the deferred revenue balance at the beginning of the period(665)(126)(791)(562)(123)(685)
Increases due to amounts billable excluding amounts recognized as revenue during the period453106559346105451
Adjustment related to divestiture of business(1)5—5———
Effect of exchange rate changes2(1)139847
Total changes in deferred revenue(205)(21)(226)(177)(10)(187)
Balance at June 30,$1,301$347$1,648$1,285$350$1,635

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Six Months Ended June 30, 2026Six Months Ended June 30, 2025
MAMISTotalMAMISTotal
Balance at December 31,$1,368$270$1,638$1,243$268$1,511
Changes in deferred revenue:
Revenue recognized that was included in the deferred revenue balance at the beginning of the period(967)(161)(1,128)(846)(169)(1,015)
Increases due to amounts billable excluding amounts recognized as revenue during the period9242401,1648042401,044
Increases due to acquisitions during the period———15—15
Adjustment related to divestiture of business (1)(4)—(4)———
Effect of exchange rate changes(20)(2)(22)691180
Total changes in deferred revenue(67)77104282124
Balance at June 30,$1,301$347$1,648$1,285$350$1,635
Deferred revenue - current$1,300$295$1,595$1,284$294$1,578
Deferred revenue - non-current$1$52$53$1$56$57

(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:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Stock-based compensation cost$60$61$117$118
Tax benefit$13$13$26$25

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:

Expected dividend yield0.93%
Expected stock volatility27%
Risk-free interest rate3.74%
Expected holding period5.7 years

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:

Six months ended June 30,
20262025
Exercise of stock options:
Proceeds from stock option exercises$12$20
Aggregate intrinsic value$16$31
Tax benefit realized upon exercise$4$7
Number of shares exercised0.10.1
Vesting of restricted stock:
Fair value of shares vested$203$236
Tax benefit realized upon vesting$49$58
Number of shares vested0.40.5
Vesting of performance-based restricted stock:
Fair value of shares vested$72$8
Tax benefit realized upon vesting$12$1
Number of shares vested (1)0.2—

(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:

Six Months Ended June 30,
20262025
Income taxes paid$428$474

NOTE 5. RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING

Below is a reconciliation of basic to diluted shares outstanding:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Basic174.1179.7175.5179.9
Dilutive effect of shares issuable under stock-based compensation plans0.40.50.40.6
Diluted174.5180.2175.9180.5
Anti-dilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above0.50.60.50.5

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:

As of June 30, 2026
Balance sheet location
CostGains/(Losses)Fair ValueCash and cash equivalentsShort-term investmentsOther assets
Certificates of deposit and money market deposit accounts/funds (1)$817$—$817$768$29$20
Mutual funds$74$9$83$—$—$83
As of December 31, 2025
Balance sheet location
CostGains/(Losses)Fair ValueCash and cash equivalentsShort-term investmentsOther assets
Certificates of deposit and money market deposit accounts/funds (1)$1,459$—$1,459$1,393$64$2
Mutual funds$95$13$108$—$—$108

(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:

Notional Amount
Hedged ItemNature of SwapAs of June 30, 2026As of December 31, 2025Floating Interest Rate
2014 Senior Notes due 2044Pay Floating/Receive Fixed$300$300SOFR
2017 Senior Notes due 2028Pay Floating/Receive Fixed—500SOFR
2018 Senior Notes due 2029Pay Floating/Receive Fixed400400SOFR
2018 Senior Notes due 2048Pay Floating/Receive Fixed300300SOFR
2022 Senior Notes due 2052Pay Floating/Receive Fixed500500SOFR
2022 Senior Notes due 2032Pay Floating/Receive Fixed250250SOFR
Total$1,750$2,250

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:

Total amounts of financial statement line item presented in the statements of operations in which the effects of fair value hedges are recordedAmount of income/(loss) recognized in the consolidated statements of operations
Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Interest expense, net$(58)$(61)$(124)$(122)
DescriptionLocation on Consolidated Statements of Operations
Net interest settlements and accruals on interest rate swapsInterest expense, net$(8)$(15)$(16)$(33)
Fair value changes on interest rate swapsInterest expense, net$(7)$25$(13)$62
Fair value changes on hedged debtInterest expense, net$7$(25)$13$(62)

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:

As of June 30, 2026
PayReceive
Nature of SwapNotional Amount (1)Weighted Average Interest RateNotional AmountWeighted Average Interest Rate
Pay Fixed/Receive Fixed€2,1972.63%$2,3534.11%
Pay Floating/Receive Floating€1,688Based on ESTR$1,750Based on SOFR
Pay Fixed/Receive FixedHK$3,907—%$5000.64%
Pay Fixed/Receive FixedS$389—%HK$2,3500.62%
As of December 31, 2025
PayReceive
Nature of SwapNotional Amount (1)Weighted Average Interest RateNotional AmountWeighted Average Interest Rate
Pay Fixed/Receive Fixed€1,9972.48%$2,1143.98%
Pay Floating/Receive Floating€1,688Based on ESTR$1,750Based on SOFR
Pay Fixed/Receive FixedHK$3,907—%$5000.64%
Pay Fixed/Receive FixedS$389—%HK$2,3500.62%

(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:

EUR/USDHKD/USDSGD/HKD
Years Ending December 31,Notional Amount (Pay) (1)Notional Amount (Receive)Notional Amount (Pay) (1)Notional Amount (Receive)Notional Amount (Pay) (1)Notional Amount (Receive) (1)
2027€530$550HK$—$—S$—HK$—
2028588600————
2029573614————
2030662700————
2031481500————
20324815003,9075003892,350
2033370400————
2036200239————
Total€3,885$4,103HK$3,907$500S$389HK$2,350

(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:

Derivative and Non-Derivative Instruments in Net Investment Hedging RelationshipsAmount of Gain/(Loss) Recognized in AOCL on Derivative, net of TaxAmount of Loss Reclassified from AOCL into Income, net of TaxGain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
Three Months Ended June 30,Three Months Ended June 30,Three Months Ended June 30,
202620252026202520262025
Cross currency swaps$(9)$(277)$—$—$14$15
Long-term debt8(87)————
Total net investment hedges$(1)$(364)$—$—$14$15
Derivatives in Cash Flow Hedging Relationships
Interest rate contracts$—$—$—$(1)$—$—
Total cash flow hedges$—$—$—$(1)$—$—
Total$(1)$(364)$—$(1)$14$15
Derivative and Non-Derivative Instruments in Net Investment Hedging RelationshipsAmount of Gain/(Loss) Recognized in AOCL on Derivative, net of TaxAmount of Loss Reclassified from AOCL into Income, net of TaxGain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
Six Months Ended June 30,Six Months Ended June 30,Six Months Ended June 30,
202620252026202520262025
Cross currency swaps$65$(365)$—$—$28$29
Long-term debt29(129)————
Total net investment hedges$94$(494)$—$—$28$29
Derivatives in Cash Flow Hedging Relationships
Cross currency swaps$—$—$—$—$—$—
Interest rate contracts——(1)(1)——
Total cash flow hedges$—$—$(1)$(1)$—$—
Total$94$(494)$(1)$(1)$28$29

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

Cumulative Gains (Losses), net of tax
June 30, 2026December 31, 2025
Net investment hedges
Cross currency swaps$(96)$(161)
FX forwards2929
Long-term debt(33)(62)
Total net investment hedges$(100)$(194)
Cash flow hedges
Interest rate contracts$(41)$(42)
Cross currency swaps11
Total cash flow hedges(40)(41)
Total net gain in AOCL$(140)$(235)

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:

June 30, 2026December 31, 2025
Notional amount of currency pair (1)****:SellBuySellBuy
Contracts to sell USD for GBP$1,042£779$693£522
Contracts to sell USD for JPY$22¥3,500$17¥2,700
Contracts to sell USD for CAD$52C$73$39C$53
Contracts to sell USD for SGD$60S$76$39S$50
Contracts to sell USD for EUR$466€400$107€91
Contracts to sell USD for INR$26₹2,481$26₹2,400
Contracts to sell EUR for USD€24$28€21$25
Contracts to sell AUD for USDA$4$3A$—$—
(1) € = euro, £ = British pound, S$ = 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:

Derivatives not designated as accounting hedgesLocation on Consolidated Statements of OperationsThree Months Ended June 30,Six Months Ended June 30,
2026202520262025
FX forwardsOther non-operating income, net$(2)$48$(31)$66
Total return swapsOperating expense$6$5$4$3
Total return swapsSG&A expense$2$2$1$1

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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:

Derivative and Non-Derivative Instruments
Balance Sheet LocationJune 30, 2026December 31, 2025
Assets:
Derivatives designated as accounting hedges:
Cross-currency swaps designated as net investment hedgesOther assets$5$—
Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilitiesOther current assets19
Total assets$6$9
Liabilities:
Derivatives designated as accounting hedges:
Cross-currency swaps designated as net investment hedgesOther liabilities$371$456
Interest rate swaps designated as fair value hedgesOther liabilities9884
Total derivatives designated as accounting hedges469540
Non-derivatives designated as accounting hedges:
Debt designated as net investment hedgeCurrent portion of long-term debt571—
Debt designated as net investment hedgeLong-term debt8571,468
Total non-derivatives designated as accounting hedges1,4281,468
Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilitiesAccounts payable and accrued liabilities18—
Total liabilities$1,915$2,008

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NOTE 8. GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

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

Six Months Ended June 30, 2026
MAMISConsolidated
Gross goodwillAccumulated impairment chargeNet goodwillGross goodwillAccumulated impairment chargeNet goodwillGross goodwillAccumulated impairment chargeNet goodwill
Balance at beginning of year$5,997$(12)$5,985$383$—$383$6,380$(12)$6,368
Additions/ adjustments (1)———32—3232—32
Foreign currency translation adjustments(75)—(75)(14)—(14)(89)—(89)
Adjustment related to divestiture of business (2)7—7———7—7
Ending balance$5,929$(12)$5,917$401$—$401$6,330$(12)$6,318
Year Ended December 31, 2025
MAMISConsolidated
Gross goodwillAccumulated impairment chargeNet goodwillGross goodwillAccumulated impairment chargeNet goodwillGross goodwillAccumulated impairment chargeNet goodwill
Balance at beginning of year$5,626$(12)$5,614$380$—$380$6,006$(12)$5,994
Additions/ adjustments (3)135—1358—8143—143
Foreign currency translation adjustments334—334(5)—(5)329—329
Reclassification to assets held-for-sale (2)(89)—(89)———(89)—(89)
Divestiture of business (4)(9)—(9)———(9)—(9)
Ending balance$5,997$(12)$5,985$383$—$383$6,380$(12)$6,368

(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:

June 30, 2026December 31, 2025
Customer relationships$2,137$2,165
Accumulated amortization(757)(724)
Net customer relationships1,3801,441
Software/product technology745774
Accumulated amortization(534)(526)
Net software/product technology211248
Database164164
Accumulated amortization(110)(103)
Net database5461
Trade names195201
Accumulated amortization(98)(96)
Net trade names97105
Other (1)6364
Accumulated amortization(56)(53)
Net other711
Total acquired intangible assets, net$1,749$1,866

(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:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Amortization expense$53$55$106$108

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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:

Three months ended June 30,Six months ended June 30,Cumulative expense incurred
2026202520262025
Strategic and Operational Efficiency Restructuring Program
Personnel and related costs (1)$32$23$57$54$203
Real estate-related costs (2)—2145
Internally developed software-related charges (3)—2124
Total Restructuring$32$27$59$60$212

(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:

Balance as of December 31, 2025$41
Strategic and Operational Efficiency Restructuring Program:
Cost incurred and adjustments57
Cash payments(55)
Balance as of June 30, 2026 (1)$43

(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:

Fair Value Measurement as of June 30, 2026
DescriptionBalanceLevel 1Level 2
Assets:
Derivatives (1)$6$—$6
Money market funds/mutual funds251251—
Total$257$251$6
Liabilities:
Derivatives (1)$487$—$487
Total$487$—$487
Fair Value Measurement as of December 31, 2025
DescriptionBalanceLevel 1Level 2
Assets:
Derivatives (1)$9$—$9
Money market funds/mutual funds113113—
Total$122$113$9
Liabilities:
Derivatives (1)$540$—$540
Total$540$—$540

(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:

June 30, 2026December 31, 2025
Other current assets:
Prepaid taxes$69$139
Prepaid expenses172184
Capitalized costs to obtain and fulfill sales contracts146143
Foreign exchange forwards on certain assets and liabilities19
Interest receivable on interest rate and cross currency swaps7595
Assets held-for-sale—98
Contingent consideration receivable(1)40—
Other6446
Total other current assets$567$714
Other assets:
Investments in non-consolidated affiliates$483$489
Deposits for real-estate leases1516
Indemnification assets related to acquisitions3635
Mutual funds, certificates of deposit and money market deposit accounts/funds103110
Company owned life insurance (at contract value)5050
Capitalized costs to obtain sales contracts257253
Derivative instruments designated as accounting hedges5—
Pension and other retirement employee benefits8174
Other6174
Total other assets$1,091$1,101
Accounts payable and accrued liabilities:
Salaries and benefits$152$126
Incentive compensation214390
Customer credits, advanced payments and advanced billings140163
Dividends118
Professional service fees4349
Interest accrued on debt7786
Accounts payable4862
Income taxes160146
Reserve for international non-income tax obligation16—
Pension and other retirement employee benefits99
Accrued royalties1520
Foreign exchange forwards on certain assets and liabilities18—
Restructuring liability4341
Interest payable on interest rate and cross currency swaps4966
Liabilities held-for-sale—36
Other91102
Total accounts payable and accrued liabilities$1,086$1,304
(1) Represents the portion of contingent consideration related to the sale of the MA Regulatory Solutions business that became realizable in the second quarter of 2026, as discussed further in the "Gain on business divestitures" section below.

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June 30, 2026December 31, 2025
Other liabilities:
Pension and other retirement employee benefits$212$216
Interest accrued on UTPs5043
MAKS indemnification provisions1919
Derivative instruments designated as accounting hedges469540
Other4141
Total other liabilities$791$859

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:

June 30, 2026December 31, 2025
Equity method investments (1)$112$121
Investments measured using the measurement alternative (2)350350
Other2118
Total investments in non-consolidated affiliates$483$489
(1) Equity securities in which the Company has significant influence over the investee but does not have a controlling financial interest in accordance with ASC Topic 323.
(2) Equity securities without readily determinable fair value for which the Company has elected to apply the measurement alternative in accordance with ASC Topic 321.

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:

Three months ended June 30,Six Months Ended June 30,
2026202520262025
FX (losses) gains$(9)$2$(15)$(3)
Net periodic pension income - non-service and non-interest cost components1091918
Income from investments in non-consolidated affiliates—31414
Gain on investments4275
Other(3)(1)(9)—
Total$2$15$16$34

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):

Three Months Ended June 30,
20262025
Gains/(Losses)Pension and Other Retirement BenefitsCash Flow HedgesForeign Currency Translation AdjustmentsNet Investment HedgesTotalPension and Other Retirement BenefitsCash Flow HedgesForeign Currency Translation AdjustmentsNet Investment HedgesTotal
Balance at March 31,$(33)$(40)$(347)$(99)$(519)$(39)$(42)$(642)$145$(578)
Other comprehensive income (loss) before reclassifications4—(37)(1)(34)(1)—424(364)59
Amounts reclassified from AOCL(1)———(1)(1)1———
Other comprehensive income (loss)3—(37)(1)(35)(2)1424(364)59
Balance at June 30,$(30)$(40)$(384)$(100)$(554)$(41)$(41)$(218)$(219)$(519)
Six Months Ended June 30,
20262025
Pension and Other Retirement BenefitsCash Flow HedgesForeign Currency Translation AdjustmentsNet Investment HedgesTotalPension and Other Retirement BenefitsCash Flow HedgesForeign Currency Translation AdjustmentsNet Investment HedgesTotal
Balance at December 31,$(34)$(41)$(231)$(194)$(500)$(39)$(42)$(832)$275$(638)
Other comprehensive income (loss) before reclassifications5—(153)94(54)(1)—614(494)119
Amounts reclassified from AOCL(1)1———(1)1———
Other comprehensive income (loss)41(153)94(54)(2)1614(494)119
Balance at June 30,$(30)$(40)$(384)$(100)$(554)$(41)$(41)$(218)$(219)$(519)

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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:

June 30, 2026
Notes Payable:Principal AmountFair Value of Interest Rate Swaps (1)Unamortized (Discount) PremiumUnamortized Debt Issuance CostsCarrying Value
5.25% 2014 Senior Notes, due 2044$600$(19)$3$(4)$580
1.75% 2015 Senior Notes, due 2027571———571
3.25% 2017 Senior Notes, due 2028500—(1)(1)498
4.25% 2018 Senior Notes, due 2029400(22)(1)(1)376
4.875% 2018 Senior Notes, due 2048400(22)(6)(3)369
0.950% 2019 Senior Notes, due 2030857—(1)(2)854
3.25% 2020 Senior Notes, due 2050300—(4)(2)294
2.55% 2020 Senior Notes, due 2060300—(2)(3)295
2.00% 2021 Senior Notes, due 2031600—(4)(3)593
2.75% 2021 Senior Notes, due 2041600—(11)(4)585
3.10% 2021 Senior Notes, due 2061500—(6)(5)489
3.75% 2022 Senior Notes, due 2052500(31)(8)(4)457
4.25% 2022 Senior Notes, due 2032500(4)(1)(2)493
5.00% 2024 Senior Notes, due 2034500—(4)(4)492
Total debt$7,128$(98)$(46)$(38)$6,946
Current portion(571)
Total long-term debt$6,375
December 31, 2025
Notes Payable:Principal AmountFair Value of Interest Rate Swaps (1)Unamortized (Discount) PremiumUnamortized Debt Issuance CostsCarrying Value
5.25% 2014 Senior Notes, due 2044$600$(18)$3$(4)$581
1.75% 2015 Senior Notes, due 2027587———587
3.25% 2017 Senior Notes, due 2028500—(1)(1)498
4.25% 2018 Senior Notes, due 2029400(19)(1)(1)379
4.875% 2018 Senior Notes, due 2048400(21)(6)(3)370
0.950% 2019 Senior Notes, due 2030881—(2)(3)876
3.25% 2020 Senior Notes, due 2050300—(4)(3)293
2.55% 2020 Senior Notes, due 2060300—(2)(3)295
2.00% 2021 Senior Notes, due 2031600—(5)(3)592
2.75% 2021 Senior Notes, due 2041600—(11)(4)585
3.10% 2021 Senior Notes, due 2061500—(7)(5)488
3.75% 2022 Senior Notes, due 2052500(23)(8)(4)465
4.25% 2022 Senior Notes, due 2032500(3)(1)(3)493
5.00% 2024 Senior Notes, due 2034500—(4)(4)492
Total long-term debt$7,168$(84)$(49)$(41)$6,994

(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:

Year Ending December 31,Year Ending Total
2026 (After June 30,)$—
2027571
2028500
2029400
2030857
Thereafter4,800
Total$7,128

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:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Income$9$13$21$37
Expense on borrowings(1)(55)(62)(110)(134)
Expense on UTPs and other tax related liabilities(2)(5)(5)(21)(11)
Net periodic pension costs - interest component(7)(7)(14)(14)
Interest expense, net$(58)$(61)$(124)$(122)
Interest paid(3)$29$45$107$136

(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:

June 30, 2026December 31, 2025
Carrying ValueEstimated Fair ValueCarrying ValueEstimated Fair Value
Total debt$6,946$6,127$6,994$6,245

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:

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Operating lease cost$24$22$47$44
Sublease income(1)(2)(3)(4)
Variable lease cost561110
Total lease cost$28$26$55$50

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

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
Cash paid for amounts included in the measurement of operating lease liabilities$25$31$51$61
Right-of-use assets obtained in exchange for new operating lease liabilities$249$26$268$47
June 30, 2026June 30, 2025
Weighted-average remaining lease term11.7 Years4.0 Years
Weighted-average discount rate applied to operating leases5.2%3.5%

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:

Year Ending December 31,Operating Leases
2026 (After June 30,)$51
202725
202866
202970
203065
After 2030561
Total lease payments (undiscounted) (1)838
Less: Interest262
Present value of lease liabilities:$576
Lease liabilities - current$93
Lease liabilities - noncurrent$483

(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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Three Months Ended June 30,
20262025
MAMISEliminationsConsolidatedMAMISEliminationsConsolidated
Total external revenue$925$1,260$—$2,185$888$1,010$—$1,898
Intersegment revenue352(55)—350(53)—
Revenue9281,312(55)2,1858911,060(53)1,898
Compensation expense357306—663355280—635
Non-compensation expense207107—31420097—297
Intersegment expense523(55)—503(53)—
Total616416(55)977605380(53)932
Adjusted Operating Income$312$896$—$1,208$286$680$—$966
Less:
Depreciation and amortization10224—1269723—120
Restructuring275—32189—27
Reserve for international non-income tax obligation2——2————
Duplicate Rent11—2————
Charges related to asset abandonment————1——1
Operating Income$1,046$818
Non-operating income (expense), net$125$(46)
Income before provision for income taxes$1,171$772
Six Months Ended June 30,
20262025
MAMISEliminationsConsolidatedMAMISEliminationsConsolidated
Total external revenue$1,851$2,413$—$4,264$1,747$2,075$—$3,822
Intersegment revenue6103(109)—699(105)—
Revenue1,8572,516(109)4,2641,7532,174(105)3,822
Compensation expense731613—1,344717560—1,277
Non-compensation expense409198—607392193—585
Intersegment expense1036(109)—996(105)—
Total1,243817(109)1,9511,208759(105)1,862
Adjusted Operating Income$614$1,699$—$2,313$545$1,415$—$1,960
Less:
Depreciation and amortization20246—24819142—233
Restructuring4712—594416—60
Reserve for international non-income tax obligation36——36————
Duplicate Rent11—2————
Charges related to asset abandonment————3——3
Operating Income$1,968$1,664
Non-operating income (expense), net$73$(88)
Income before provision for income taxes$2,041$1,576

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

MAMISTotal
Strategic and Operational Efficiency Restructuring Program$158$54$212

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

Three Months Ended June 30,Six Months Ended June 30,
2026202520262025
United States$1,218$992$2,398$2,057
Non-U.S.:
EMEA6506131,2651,182
Asia-Pacific196174373341
Americas121119228242
Total Non-U.S.9679061,8661,765
Total$2,185$1,898$4,264$3,822

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