# Moody's Corporation (MCO) - Current Events, through the third quarter of 2026 ## Filings that contain financial statements Moody's earnings press releases (Exhibit 99.1 to Form 8-K) carry condensed unaudited statements of operations, balance sheet data, cash flows and segment tables: - Form 8-K dated October 21, 2026, accession 0001628280-26-066594: third quarter 2026 (three and nine months ended September 30, 2026). Statements of operations, balance sheet at September 30, 2026, nine-month cash flows, non-operating items and segment results. - Form 8-K dated July 22, 2026, accession 0001628280-26-049104: second quarter 2026 (three and six months ended June 30, 2026), with the same set of statements. - Form 8-K dated April 22, 2026, accession 0001628280-26-026383: first quarter 2026 (three months ended March 31, 2026), with the same set of statements. - Form 8-K dated February 18, 2026, accession 0001628280-26-008788: fourth quarter and full year 2025 (year ended December 31, 2025), with the same set of statements. - Form 8-K dated October 22, 2025, accession 0001628280-25-045770: third quarter 2025; Form 8-K dated July 23, 2025, accession 0001059556-25-000165: second quarter 2025 (prior-year comparatives). The full third quarter 10-Q (accession 0001628280-26-066731, filed October 21, 2026) carries the complete statements and notes. ## Third quarter 2026 results and guidance (October 21, 2026; accession 0001628280-26-066594) - Revenue was $2,023 million, up 1% (3% on an organic constant-currency basis). Moody's Analytics (MA) revenue was $936 million, up 3% (8% organic constant currency), with annualized recurring revenue of $3,688 million, up 8%. Moody's Investors Service (MIS) revenue was $1,087 million, down 1% against a record prior-year quarter, with lower leveraged finance issuance (high-yield transaction revenue down 40%, leveraged-loan transaction revenue down 27%) partly offset by investment grade revenue up 18%. - Operating margin was 44.8% (45.7% a year earlier); adjusted operating margin was 52.6% (52.9%). Diluted EPS was $4.24, up 18%, helped by a $115 million pre-tax gain on business divestitures; adjusted diluted EPS was $4.14, up 6%. - Nine months: operating cash flow of $2,471 million (up 21%) and free cash flow of $2,200 million (up 22%). About $3.1 billion was returned to shareholders year to date, including about $2.6 billion of share repurchases and $543 million of dividends. - Full-year 2026 guidance was reaffirmed with no changes: diluted EPS of $16.00 to $16.50, adjusted diluted EPS of $16.50 to $17.00, free cash flow of $2.7 to $2.9 billion, and share repurchases of up to $3.0 billion. The macro assumption for the global speculative-grade default rate was moved to about 3.8% by year-end (previously about 3%). - The Board declared a regular quarterly dividend of $1.03 per share on October 20, 2026, payable December 11, 2026 to holders of record on November 20, 2026. ## Guidance changes earlier in 2026 - February 18, 2026 (accession 0001628280-26-008788), fourth quarter and full year 2025: 2025 revenue of $7.7 billion, up 9%; diluted EPS $13.67 and adjusted diluted EPS $14.94. Initial 2026 outlook: diluted EPS of $15.00 to $15.60 and adjusted diluted EPS of $16.40 to $17.00. A quarterly dividend of $1.03 per share was declared February 10, 2026. - April 22, 2026 (accession 0001628280-26-026383), first quarter: revenue of $2.1 billion, up 8%; diluted EPS up 8% and adjusted diluted EPS up 13%. Guidance was updated: diluted EPS raised to $16.00 to $16.60 (from $15.00 to $15.60; current guidance includes the expected gain on the then-pending MA Regulatory Solutions divestiture), operating margin lowered to approximately 45% (from 45% to 46%), and share repurchases raised to approximately $2.5 billion (from approximately $2.0 billion). Revenue growth guidance (high-single-digit percent), adjusted diluted EPS guidance ($16.40 to $17.00), operating cash flow and free cash flow were unchanged. - July 22, 2026 (accession 0001628280-26-049104), second quarter: revenue of $2.2 billion, up 15%; adjusted operating margin 55.3%; diluted EPS up 57% and adjusted diluted EPS up 31%. Guidance was updated: diluted EPS to $16.00 to $16.50 (from $16.00 to $16.60), adjusted diluted EPS narrowed to $16.50 to $17.00 (from $16.40 to $17.00), operating margin to 44% to 45% (from about 45%), operating cash flow to $3.15 to $3.35 billion (from $3.25 to $3.45 billion), free cash flow to $2.7 to $2.9 billion (from $2.8 to $3.0 billion), and share repurchases raised to up to $3.0 billion (from about $2.5 billion). ## Divestitures and acquisitions (closed) - MA Regulatory Solutions: the April 22, 2026 release described the sale as pending and expected to close in the second quarter. The July 22, 2026 release recorded a $179 million pre-tax gain. The third quarter 10-Q (accession 0001628280-26-066731) states the Company "completed the sale" in the second quarter of 2026 and recognized a further $115 million pre-tax gain in the third quarter as additional consideration became realizable after post-closing conditions were met, for a cumulative pre-tax gain of $294 million. Cash received on business divestitures was $200 million in the nine months. - MA Learning Solutions: divested in the fourth quarter of 2025; a $2 million incremental gain in 2026 from purchase price adjustments brought the total pre-tax gain to $25 million (10-Q, accession 0001628280-26-066731). The two divestitures reduce MA transactional revenue and are the main reason for the 2026 inorganic revenue adjustment of about 4% in MA guidance. - Acquisitions: the third quarter 10-Q (accession 0001628280-26-066731, Note 8 footnote 1) says the $32 million of 2026 MIS goodwill additions relate to the acquisitions of Fintellix and MERIS in 2026. Both are completed. MERIS (Middle East Rating & Investors Service) is an Egypt-based domestic credit rating agency acquired by Moody's in the first quarter of 2026. Fintellix is a data-driven risk and analytics provider for banks, acquired by ICRA; the 10-Q glossary dates that deal October 2025, which conflicts with the Note 8 reference to 2026, so no date is given here. No price is disclosed for either deal. Cash paid for acquisitions, net, was $23 million in the nine months of 2026. ## Restructuring The Strategic and Operational Efficiency Restructuring Program (approved December 19, 2024) had its scope expanded in July 2026. Moody's now estimates annualized savings of $300 million to $350 million, with $285 million to $330 million of expected pre-tax personnel and related charges (10-Q, accession 0001628280-26-066731). Restructuring expense was $27 million in the third quarter and $86 million in the nine months of 2026 (accession 0001628280-26-066594). ## Management and board - April 15, 2026 (accession 0001059556-26-000028): Christina Kosmowski named Chief Executive Officer of Moody's Analytics, starting in June 2026. - January 12, 2026 (accession 0001059556-26-000004): Lisa P. Sawicki, formerly of PwC, elected to the Board effective March 16, 2026, serving on the Audit and Governance & Nominating Committees; the Board then consisted of ten directors. - August 12, 2026 (accession 0001059556-26-000038): Keith Demmings, President and CEO of Assurant, elected to the Board effective November 1, 2026. - October 15, 2026 (Form 8-K/A, accession 0001059556-26-000041): director Jorge Bermudez retired from the Board effective October 12, 2026, with no disagreement. The Board size stays at ten, Ms. Sawicki became Audit Committee chair, and Mr. Demmings was appointed to the Audit and Governance & Nominating Committees. - April 14, 2026 annual meeting (accession 0001059556-26-000031): all ten directors elected, KPMG LLP ratified as auditor for 2026, and the advisory vote on executive compensation approved (144.9 million for, 5.1 million against). ## Other - December 19, 2025 (accession 0001059556-25-000197): the Board approved an amended and restated 2001 Key Employees' Stock Incentive Plan, tightening retirement-treatment conditions and adding flexibility in restricted stock unit vesting schedules. - October 17, 2025 (accession 0001059556-25-000193): by-laws amended to update advance-notice requirements for stockholder nominations and proposals. ## Debt, dividend rate and other items No debt was issued or redeemed in 2026 through September 30. The quarterly dividend was raised to $1.03 per share on February 10, 2026 (Q4 2025 release, accession 0001628280-26-008788), from $0.94 per share in each quarter of 2025 (2025 10-K, accession 0001628280-26-009136, quarterly dividend table; Q3 2025 release, accession 0001628280-25-045770). The $1.03 rate was declared again on October 20, 2026. The September 30, 2026 balance sheet showed $568 million of current portion of long-term debt (none at year-end 2025) and $6,343 million of long-term debt.