MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions,...

53
Investor Presentation 2Q 2015 AUGUST 6, 2015

Transcript of MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions,...

Page 1: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

Investor Presentation2Q 2015

AUGUST 6, 2015

Page 2: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

2August 6, 2015

DisclaimerCertain statements contained in this release are forward-looking statements and are based on future expectations, plans and prospects for Moody’s business and operations that involve a number of risks and uncertainties. Moody’s outlook for 2015 and other forward-looking statements in this release are made as of July 30, 2015, and the Company disclaims any duty to supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company is identifying certain factors that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements. Those factors, risks and uncertainties include, but are not limited to, the current world-wide credit market disruptions and economic slowdown, which is affecting and could continue to affect the volume of debt and other securities issued in domestic and/or global capital markets; other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including credit quality concerns, changes in interest rates and other volatility in the financial markets; the level of merger and acquisition activity in the U.S. and abroad; the uncertain effectiveness and possible collateral consequences of U.S. and foreign government initiatives to respond to the current world-wide credit market disruptions and economic slowdown; concerns in the marketplace affecting Moody’s credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; the introduction of competing products or technologies by other companies; pricing pressure from competitors and/or customers; the level of success of new product development and global expansion; the impact of regulation as an NRSRO, the potential for new U.S., state and local legislation and regulations, including provisions in the Financial Reform Act and regulations resulting from that Act; the potential for increased competition and regulation in the EU and other foreign jurisdictions; exposure to litigation related to Moody’s rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which the Company may be subject from time to time; provisions in the Financial Reform Act legislation modifying the pleading standards, and EU regulations modifying the liability standards, applicable to credit rating agencies in a manner adverse to credit rating agencies; provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services; the possible loss of key employees; failures or malfunctions of Moody’s operations and infrastructure; any vulnerabilities to cyber threats or other cybersecurity concerns; the outcome of any review by controlling tax authorities of the Company’s global tax planning initiatives; the outcome of those Legacy Tax Matters and legal contingencies that relate to the Company, its predecessors and their affiliated companies for which Moody’s has assumed portions of the financial responsibility; exposure to potential criminal sanctions or civil remedies if the Company fails to comply with foreign and US laws and regulations that are applicable in the jurisdictions in which the Company operates, including sanctions laws, anti-corruption laws and local laws prohibiting corrupt payments to government officials; the impact of mergers, acquisitions or other business combinations and the ability of the Company to successfully integrate acquired businesses; currency and foreign exchange volatility; the level of future cash flows; the levels of capital investments; and a decline in the demand for credit risk management tools by financial institutions; and other risk factors as discussed in the Company’s annual report on Form 10-K for the year ended December 31, 2014 and in other filings made by the Company from time to time with the Securities and Exchange Commission.

Page 3: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

3August 6, 2015

Table of Contents

1. Financial Overview

2. Moody’s Investors Service (MIS)

3. Moody’s Analytics (MA)

4. Conclusion

5. Appendix

Page 4: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

4August 6, 2015

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Overview of Moody’s Corporation

Revenue by Business* Revenue by Geography*

United States57%

EMEA26%

Asia-Pacific11%

Americas6%

Revenue by Type*

Corporate Finance

33%

Structured Finance

13%

Financial Institutions

10%

Public, Project &

Infrastructure11%

MIS Other1%

Research, Data &

Analytics17%

Enterprise Risk

Solutions10%

Professional Services

5%

50%38%

74%

50%62%

26%

MCO MIS MA

Transaction

Recurring

» Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management

» Revenue of $3.5 billion; operating income of $1.5 billion*

» Research, data and software for financial risk analysis and related professional services

» 32% of total MCO revenue*

» 15% of total MCO operating income*

» Independent provider of credit rating opinions and related information for over 100 years

» 68% of total MCO revenue*

» 85% of total MCO operating income*

MIS MA

US

Non-US

*All financial data is for the trailing twelve months ended June 30, 2015.

Page 5: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

5August 6, 2015

Financial Overview1

Page 6: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

6August 6, 2015

Secular Trends Continue to Provide Long-Term Growth Opportunities

Potential Operating Income Margin Expansion

Ongoing Share Repurchases*

Long-Term EPS Growth Opportunity: Mid-Teens % (on average)**

Long-Term Revenue Growth Opportunity: Low Double-Digit % (on average)

*Subject to market conditions and other ongoing capital allocation decisions.**Assumes no material change in effective tax rate, leverage profile and/or capital allocation policy.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Debt market issuance drivenby global GDP growth

~2-4%

Disintermediationof credit markets in both developed and emerging economies driving both issuance and demand for new products and services

~2-3%

MA and MIS pricing initiatives aligned with value; affected by business volumes and mix

~4%

Growth in Moody’s Analytics driven by further penetration of MA’s client base and expansion of bank and insurance risk regulatory requirements

~2-3%

Page 7: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

7August 6, 2015

Moody’s Has Consistently Delivered Strong Performance

Operating Margin Performance 5-year Average Free Cash Flow Conversion****

EPS*Revenue

$0.0

$1.0

$2.0

$3.0

$4.0

2010 2011 2012 2013 2014 2015F**

$ Bi

llions

Mid-single-digit

% growth

$0.10

$0.21

$0.30

S&P 500

SelectPeers*****

Moody's

$1 ofRevenue

$2.13$2.46

$2.99

$3.65

$4.21$4.55

to $4.65

$1.50

$2.00

$2.50

$3.00

$3.50

$4.00

$4.50

$5.00

2010 2011 2012 2013 2014 2015F**

*2010-2014 represents non-GAAP EPS. See appendix for reconciliation of non-GAAP EPS to GAAP EPS. **Guidance as of July 30, 2015. For EPS, 2015F represents 2015 forecasted GAAP EPS guidance***Adjusted Operating Margin is a non-GAAP measure. See appendix for reconciliation from non-GAAP to GAAP.****As of August 2015, over last five available fiscal years. Source: FactSet.*****Includes CLGX, DNB, EXPN, FDS, IHS, MHFI, MORN, MSCI, TRI, VRSK. Source: FactSet.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

38.0% 39.0% 39.5%41.5%

43.2%41.3%

42.4% 43.3%44.7%

46.0%

35%

40%

45%

50%

2010 2011 2012 2013 2014 2015F**

Operating Margin Adj. Operating Margin***

~46.0%

~43.0%

Page 8: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

8August 6, 2015

Share Repurchases and Dividends Paid

Moody’s has a Disciplined Approach to Capital Allocation and Continues to Return Capital to Shareholders

*Guidance as of July 30, 2015. Subject to market conditions and other ongoing capital allocation decisions.**Reflects MCO closing price of $111.19 on August 4, 2015.

$224$334

$197

$893

$1,221

$601$99

$121$143

$197

$236

$137

175

185

195

205

215

225

235

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

2010 2011 2012 2013 2014 1H15

Milli

ons

of S

hare

s

$ M

illion

s

Share Repurchases (L) Dividends Paid (L) Share Count (R)

$323$455

$1,090

$340

$1,457

$738

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Return of Capital

» Yield potential is 1.4% - 1.8%

» Payout ratio potential is 25% - 30% of net income

Dividends» Average annual potential is

$750 million to $1.25 billion

Share Repurchases

Investing in Growth OpportunitiesReinvestment Acquisitions

» In existing businesses to support organic growth

» Aligned with strategy

» Opportunistic; ideally using offshore cash

» Share count declined an average of 3%, annually, from 2010 to 1H15

» Moody’s expects 2015 share repurchases to be approximately $1 billion*

» Current annualized dividend rate of $1.36 per share (1H15 payout of 28% of net income)

» Current dividend yield of 1.2%**

Page 9: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

9August 6, 2015

Steady Moody’s Analytics Revenue Growth Dampens Variability of Moody’s Ratings Revenue

Revenue by Quarter – YoY % Change

-10%

0%

10%

20%

30%

40%

50%

Q1'

10

Q2'

10

Q3'

10

Q4'

10

Q1'

11

Q2'

11

Q3'

11

Q4'

11

Q1'

12

Q2'

12

Q3'

12

Q4'

12

Q1'

13

Q2'

13

Q3'

13

Q4'

13

Q1'

14

Q2'

14

Q3'

14

Q4'

14

Q1'

15

Q2'

15

MIS

MA

MCO

(2%)

3%

16%

1%

6%

19%

15%

5%

1%

23%

13%

7%

12%

5%

2%

US

deb

t cei

ling

stan

doff

Fear

s E

uro

debt

cris

is m

ay

spre

ad to

Ital

y &

Spai

n

Crim

ean

cris

is

Oil

pric

es c

rash

Euro

/ G

reec

e st

ando

ff

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 10: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

10August 6, 2015

*MIS recurring revenue is typically billed annually and recognized ratably over 12 months. Recurring revenue can also be billed upfront and recognized over the life of the security. MA recurring revenue is recognized over the contract period.

Moody’s Recurring Revenues Also Provide Stability

$0

$200

$400

$600

$800

$1,000

$1,200

$1,400

$1,600

$1,800

2010 2011 2012 2013 2014 TTM2Q15

$ M

illio

ns

Corporate Finance Structured FinanceFinancial Institutions Public, Project, & Infrastructure FinanceMIS Other Moody's Analytics

Recurring Revenue*

» Growth in RD&A

» Growth in ERS maintenance and subscription revenue

» Select elements of pricing

» Growth in RD&A

» Growth in ERS maintenance and subscription revenue

» Select elements of pricing

MA Drivers

» Growth in monitoring fees

» Select elements of pricing

» Growth in monitoring fees

» Select elements of pricing

MIS Drivers

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 11: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

11August 6, 2015

Moody’s Investors Service2

Page 12: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

12August 6, 2015

TTM 2Q15 Revenue: $2.4 billionMoody’s Investors Service Financial Profile

Public, Project, &

Infrastructure Finance

16%

Financial Institutions

15%

CorporateFinance

49%

StructuredFinance

19%

MIS Other 1%

38%

62%

Transaction Recurring

62%

38%

US Non-US

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

» 30% recurring revenue

» 39% recurring revenue

» 63% recurring revenue

» 37% recurring revenue

» Global:

» US:

» Non-US:

» Corporate Finance:

» Structured Finance:

» Financial Institutions:

» Public, Project & Infrastructure:

2015 Revenue Guidance as of July 30, 2015

mid-single-digit % range

low-double-digit % range

– approximately flat

mid-single-digit % range

mid-single-digit % range

low-single-digit % range

low-double-digit % range

Page 13: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

13August 6, 2015

Tepid GDP Growth Forecasted to ContinueIntroduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

US GDP

-3%

-1%

1%

3%

5%

Q1'12 Q2'12 Q3'12 Q4'12 Q1'13 Q2'13 Q3'13 Q4'13 Q1'14 Q2'14 Q3'14 Q4'14 Q1'15 Q2'15

As Originally Reported by BEA As Revised by the BEA

Source: Bureau of Economic Analysis; Original Report as of June 2015; Revised Report as of July 2015

Forecasted World GDP

0%

1%

2%

3%

4%

Q3'15 Q4'15 Q1'16 Q2'16 Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 Q4'17Global US Europe

Source: Moody’s Analytics – as of July 2015

Page 14: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

14August 6, 2015

Benchmark Rates Are Still Near Historical Lows

Global Interest Rates

2.4%

0.7%

0.4%0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

10%

Jan-87 Jan-89 Jan-91 Jan-93 Jan-95 Jan-97 Jan-99 Jan-01 Jan-03 Jan-05 Jan-07 Jan-09 Jan-11 Jan-13 Jan-15

10yr Treasury Yield: % 10yr German Bund Yield: % 10yr Japanese Government Bond Yield: %

Chart is through August 3, 2015. Source: Moody’s Capital Markets Research Group.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 15: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

15August 6, 2015

Leverage Ratios Remain Steady and Default Rates Are Below the Historical Average

Speculative Grade Issuers: Median Gross Debt to EBITDA

Source: Moody’s Investors Service.

Global High Yield Default Rate*

*Trailing twelve month default rates. Source: Moody’s Investors Service.

4.7x4.5x

4.7x

5.1x 5.1x 5.1x4.9x

4.3x4.5x

4.8x5.0x 4.9x

2009 2010 2011 2012 2013 2014US EMEA

12.5%11.1%

13.9%

2.3%0%

4%

8%

12%

16%

1987 1991 1995 1999 2003 2007 2011 2015

Historical Avg. = 4.5%

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 16: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

16August 6, 2015

Non-Financial Corporates Have Refunding Needs of Approximately $3.0 Trillion*

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

*Amount reflects total maturities identified in the above sourced reports.** As of February 2015, totals for US Moody’s-rated corporate bonds and loans due to mature in 2015 were $121 billion for investment grade bonds, $14 billion for speculative grade bonds and $4 billion speculative grade bank loans.

Investment Grade Bonds Speculative Grade Bonds Speculative Grade Bank Loans

Debt Maturities: US Moody’s-Rated Corporate Bonds and Loans**

$151 $172 $151 $164

$25 $47$89

$139

$30

$86

$146

$210

$0$50

$100$150$200$250

2016 2017 2018 2019

$ Bi

llions Source: Moody’s

Investors Service, February 2015.

Debt Maturities: EMEA Moody’s-Rated Corporate Bonds and Loans

$167$189 $173

$147

$35 $35$58 $65

$30 $40 $40 $50

$0$50

$100$150$200$250

2016 2017 2018 2019

$ Bi

llions Source: Moody’s

Investors Service, July 2015.

Debt Maturities: Asia Pacific Moody’s-Rated Corporate Bonds

$105 $122$97 $82

$14 $17 $18 $20

$0$50

$100$150$200$250

2016 2017 2018 2019

$ Bi

llions

Sources: Moody’s Investors Service and Bloomberg, July 2015. Note: Data represents rated and unrated bonds of rated corporate entities in Asia ex-Japan, Australia and New Zealand. Data does not include loans.

Page 17: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

17August 6, 2015

Recently, M&A Activity Has Increased as a Stated Use of Proceeds

Source: Moody’s Capital Markets Research Group (CMRG). *% of mentions for each respective period in bond issue or bank loan program tranche documents. Excludes Investment Grade issuance, issues of less than $25 million and general corporate purposes. An issue can have multiple purposes and, as a result, %’s do not sum to 100%.

Uses of Funds from USD High Yield Bonds and Bank Loans*

73%62% 52%

83%

71% 74% 78%72%

64% 54% 62%

45%

63%

53%

19%

31% 30%25%

33%46%

52%47%

24% 22% 17%11%

7% 8% 8% 10%7%

6%4%

9% 12% 9% 4%18% 17% 18% 21% 19% 11%

19%

1998 1999 2008 2009 2010 2011 2012 2013 2014 1Q15 2Q15

% o

f men

tions

Debt Refinancing M&A Capital Spending Shareholder Payments

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 18: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

18August 6, 2015

Reverse Yankee Issuance has Also Increased

» Tailwinds- The differential in absolute rates favors euro debt- Issuers have the opportunity to diversify their investor bases and/or maturity profiles

» Headwinds- More recently, the wider cross-currency basis deterioration has reduced the relative attractiveness of euro funding- Bankers are focused on potential issuance oversupply

$0

$15

$30

$45

$60

$75

2010 2011 2012 2013 2014 1H15

$ Bi

llions

Source: Moody’s Capital Markets Research Group; excludes financial issuance.

Reverse Yankee Issuance*

* Reverse Yankee Issuance refers to euro debt issuance by US companies.Note: Revenue is recognized on the basis of the domicile of the issuer.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 19: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

19August 6, 2015

Disintermediation of Capital Markets: Europe and US

» European companies have historically relied more on banks than their American counterparts, but are increasingly turning to the bond market

» 1H15 Moody’s rated European high yield bond and bank loan issuance was split approximately 60% / 40%, respectively

Sources: ECB, Federal Reserve, BarCap Indices. Europe bank loan data includes Eurozone and UK bank loans. Europe bond data includes euro and sterling denominated bonds. Both charts are through May 2015.

European Non-Financial Corporate Bonds vs. Bank Loans Outstanding

48%

€0

€1,000

€2,000

€3,000

€4,000

€5,000

€6,000

€7,000

€B

illion

s

Loans Bonds

US Non-Financial Corporate Bonds vs. Bank Loans Outstanding

48%

$0

$2,000

$4,000

$6,000

$8,000

$ Bi

llions

Loans Bonds

20%

80%

52%

48%

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 20: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

20August 6, 2015

Moody’s New Rating Mandates

0

400

800

1,200

2011 2012 2013 2014 1H14 1H15

# of

new

man

date

s

EMEA United States Rest of World

Global New Rating Mandates*

Source: Moody’s Investors Service. *Rated by Moody’s Investors Service.

» Global 2Q15 new mandates were down year-over-year vs. 2Q14, but up sequentially from 1Q15

» In the US, there has been less leveraged loan activity this year vs. last year, especially non-refinancing driven activity, which previously accounted for a significant percentage of new mandates

» In EMEA, QE is mainly helping established issuers tap the market, crowding out new issuers. Additionally, there has been increased volatility and macro risk in Europe

» Asia, Latin America, and Canada have fared well in terms of new mandates as each region has shown growth over the prior-year period

875854

1,026990

422

501

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 21: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

21August 6, 2015

$0

$200

$400

$600

$800

2010 2011 2012 2013 2014 1H15

$ B

illio

ns

Rated* Unrated**

» 2Q15 US bank loan issuance declined year-over-year, but increased sharply from 1Q15 (driven by refinancing activity)

» Robust CLO formation has led to more favorable market conditions for bank loan origination, counterbalancing the impact of the SNC leverage lending guidelines

US Non-Financial Corporate Speculative-Grade Bank Loans

Bank Loan Issuance has Decelerated

*Rated bank loan issuance represents Moody’s rated non-financial corporate speculative-grade bank loans. It includes term loan B syndicated loans sold to investors.**Unrated bank loan issuance includes term loan A (retained by the lender) and revolvers.Sources: Moody’s Investors Service.

Europe Bank Loan Market:» The rated bank loan market in Europe is approximately one-fifth the size of the rated bank loan market in the US» 2014 European rated bank loan issuance totaled $119 billion, a 47% increase over $81 billion in 2013» 1H15 rated issuance totaled $40 billion, a 41% decline from $68 billion in 1H14

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 22: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

22August 6, 2015

MIS Revenue vs. Rated Issuance*

$1.4 $1.6

$1.9 $2.1$2.3

$1.2 $1.2

$0.0

$0.5

$1.0

$1.5

$2.0

$2.5

$0.0

$1.0

$2.0

$3.0

$4.0

$5.0

2010 2011 2012 2013 2014 1H14 1H15

Rev

enue

$ B

illio

ns

Issu

ance

$ T

rillio

ns

Global Non-Financial Bonds and US HY Bank Loans (L) Global Financial Bonds (L)Global Structured Finance (L) U.S. Municipal Bonds (L)MIS Revenue (R)

Issuance is Not the Only Factor Driving MIS Revenue

» In addition to issuance activity levels, MIS revenue is impacted by (i) the mix of issuance activity, (ii) pricing and (iii) growth in monitored credits

*Rated global investment grade bonds, global high yield bonds, US high yield bank loans, global structured finance, and US municipal issuance.Source: Moody’s Capital Markets Research Group, Dealogic, AB Alert, CM Alert, Thomson SDC. US High Yield Bank Loans represent Moody’s rated new US bank loan programs.

YOY % Change 2010 2011 2012 2013 2014 2010 - 2014 CAGR 1H2015

Issuance -16% 2% 11% 1% 5% 5% -3%Revenue 15% 12% 20% 9% 9% 13% 8%

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 23: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

23August 6, 2015

Historically, Rising Rates Have Not Had a Significant Impact on Moody’s Revenue

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

MCO Revenue and Interest Rates

+200bps

+120bps

+100bps

+180bps

5.8%

7.8%

4.7%

6.5%

2.3%

3.3%

1.8%

3.0%

2.4%

0%

1%

2%

3%

4%

5%

6%

7%

8%

9%

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

$3,500

$4,000

1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 TTM2Q15

$ M

illio

ns

MIS Revenue MA Revenue MCO Revenue 10-yr U.S. Treasury Yield (R)*

*10-yr Treasury Yields are represented by the rate at the end-of-period. Source: www.treasury.gov

Page 24: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

24August 6, 2015

Moody’s Analytics3

Page 25: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

25August 6, 2015

2015 Revenue Guidance as of July 30, 2015

» Global:

» US:

» Non-US:

» Research, Data & Analytics:

» Enterprise Risk Solutions:

» Professional Services

Research, Data and Analytics,

53%Enterprise

Risk Solutions,

32%

Professional Services,

15%

Operating Margin

TTM 2Q15 Revenue: $1.1 billion

Moody’s Analytics Financial Profile

74%

26%

Transaction Recurring

46%

54%

US Non-US

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

» ~100% recurring revenue » 96% retention rate

» ~63% recurring revenue

» Combination of one-off contracts and semi-recurring revenue

mid-single-digit % range

low-double-digit % range

low-single-digit % range

high-single-digit % range

mid-single-digit % range

high-single-digit % range 19.5%

17.5%

15.3%

18.1%

19.5%

0.0% 7.0% 14.0% 21.0%

2010

2011

2012

2013

2014

» Expect operating margin to grow to the mid-20’s percent range over the next several years

Page 26: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

26August 6, 2015

RD&A Has Multiple Avenues for GrowthIntroduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

2012

*20

13*

2014

*

Reported Revenue Growth

$38.0 million8.5%

Reported Revenue Growth

$37.1 million7.7%

Reported Revenue Growth

$52.0 million10.0%

Sales Production by Year

94.7%107.4%

1.4% 4.9% 6.5%

Retained Base Upgrades** Price Increase New Sales*** Business Base

94.1%109.2%4.1% 3.4% 7.5%

Retained Base Upgrades** Price Increase New Sales*** Business Base

95.9%109.7%

1.3% 5.0% 7.5%

Retained Base Upgrades** Price Increase New Sales*** Business Base*2012 and 2013 exclude non-rating revenue from KIS (Korea Investors Service) which was reclassed to MIS Other in 2014. 2014 includes the Lewtan acquisition.**Upgrades reflect amendments to existing customer contracts.***New Sales reflect new contracts with new and existing customers.

Page 27: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

27August 6, 2015

Growing Regulatory Requirements for Financial Institutions EMEA

20152016201720182019 and beyond 2016 2017 2018 2019 and beyond

CRD IV/ CRR

CCAR /DFAST

CRDIVB3 (IRB)

Basel 2Global systemic risk report

UK FDSF

FBO STCOREP/FINREP

LCR1

LCR

LCR1

LCR1

PRA / IMF ST

BoE/PRA ST

Adv. Approach Rule Capital PlanningLCR

SA-CCR3

CCAR /DFA ST

G-SIB Surcharge2

Leverage Ratio

Leverage Ratio Leverage

Ratio

FRTB

Vickers Reform

Supplementary leverage ratioB3 ratios

Basel 3 buffers

LCR1

G-SIB Surcharge2

G-SIB Surcharge2

Capital rules to large foreign banks

PRA Int’l banks

CCAR /

DFAST

SA-CCR3

SA-CCR3

Reporting fin. conglomerates

CA res. mortgage

D-SIB framework4

LCR

FSB Data Gap Initiative5

FSB Data Gap Initiative5

BoE/PRA ST

BoE/PRA ST

FSB Data Gap Initiative5

FSB Data Gap Initiative5

FSB Data Gap Initiative5

FSB Data Gap Initiative5

BoE/PRA ST

BCBS 239

BCBS 239

BCBS 239

LCR1

CCAR /

DFAST

CCAR/ DFAST

LCR1

Concentration Large Exposures

Concentration & Large Exposures

Concentration Large Exposures

IFRS 9

IFRS 9

IFRS 9/ CECL (US)

Financial conglomerates

Liquidity ST BHC and FBO

ST

TLAC2

TLAC2

TLAC2

LCR1

NSFR

NSFR

NSFR

New securitization framework

New securitization framework New securitization

framework

G-SIB Surcharge2

Anacredit

PRA CAD/Pillar 2

ECB CA6

IRRBB review

IRRBB review IRRBB review

CVA review

CVA review

CVA review

FRTB

FRTB

Revised SA approach CR

Revised SA approach CR

Revised SA approach CR

EBA SREP

Source: Moody’s Analytics market research as of July 2015.1. The implementation of the LCR in the EU will be: 60% in 2015, 70% in 2016, 80% in 2017 and 100% in 2018. In the US, advanced-approach banks will have to meet 80% of the LCR by January 1, 2015 and 100% of the ratio by Jan. 2017.2. The G-SIB surcharge will expand the conservation buffer, subject to a 3 year phase in period. G-SIBs will be required to hold a minimum Total Loss-Absorbing Capacity” (TLAC) between 16% and 20% from 2019. 3. The new standardized approach (SA-CCR) replaces both the Current Exposure Method (CEM) and the Standardized Method (SM) in the capital adequacy framework.4. Regulatory framework for domestic systemically important banks in Australia5. Phase 2 will be implemented in 2015 and will focus on liquidity and Phase 3 will be implemented in 2016 and will focus on additional balance sheet data. banks (G-SIBs). 6. In 2015 the ECB will conduct a comprehensive assessment with 9 European banks

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 28: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

28August 6, 2015

ERS Revenue by TypeTTM Sales vs. Revenue

$0

$25

$50

$75

$100

$125

$ M

illion

s

Maintenance Subscriptions License & Services

$100

$200

$300

$400

$ M

illion

s

TTM Revenue TTM Sales

» Non-recurring License and Service revenue drives variability in quarter-to-quarter top-line results– Revenue recognized as implementation projects are completed and accepted by the customer– Sales provide 12-24 months’ visibility into revenue

» Seasonal pattern– Sales tend to be strongest in 1Q and 4Q, in line with customer budgeting/planning cycles– Revenue is typically strongest in 4Q, driven by prior year’s sales and customer timelines for year-end

project completion

ERS’ Renewable Book Growing, But Revenue Remains Dependent on Project Timing

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Transaction: 35%

Recurring: 65%

Page 29: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

29August 6, 2015

Professional Services OverviewIntroduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

» Leading provider of offshore research and analytic services

» 2,400 employees; 9 delivery centers

» 200+ institutional clients in global financial and corporate sectors

» Leading provider of offshore research and analytic services

» 2,400 employees; 9 delivery centers

» 200+ institutional clients in global financial and corporate sectors

Knowledge process outsourcingKnowledge process outsourcing

» Canada’s leading provider of financial services education and designations

» 270+ courses taken by 800,000+ financial professionals

» Endorsed by the Investment Industry Regulatory Organization of Canada (IIROC), Canada’s stock exchanges and Canada’s securities regulatory commissions

» Canada’s leading provider of financial services education and designations

» 270+ courses taken by 800,000+ financial professionals

» Endorsed by the Investment Industry Regulatory Organization of Canada (IIROC), Canada’s stock exchanges and Canada’s securities regulatory commissions

Certificates, designations & accreditationsCertificates, designations & accreditations

» Provider of global learning capabilities to banks, asset managers, regulators and non-bank financial institutions

» Multiple delivery channels, including classroom instruction, web classes and e-learning

» Signature Commercial Lending program available in universal and IFRS; translated and localized for several regions

» Provider of global learning capabilities to banks, asset managers, regulators and non-bank financial institutions

» Multiple delivery channels, including classroom instruction, web classes and e-learning

» Signature Commercial Lending program available in universal and IFRS; translated and localized for several regions

Financial services trainingFinancial services training

Page 30: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

30August 6, 2015

Conclusion4

Page 31: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

31August 6, 2015

Why Invest in Moody’s?» We strive to be the world’s most respected authority serving risk-sensitive

financial markets

» We have had strong revenue and earnings growth, as well as strong cash flow conversion

– 2010 – TTM 2Q15 Revenue CAGR of 13%

– 2010 – TTM 2Q15 non-GAAP EPS* CAGR of 18%

– 2010 – TTM 2Q15 free cash flow conversion rate of ~30%

» We are committed to returning capital to our shareholders

– Current annualized dividend of $1.36

– Anticipate total 2015 share repurchases of approximately $1.0 billion**

» We will selectively invest in strategic growth opportunities

– Leverage brand to extend our relevance in financial markets

– Expand our product offerings and geographic influence

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

*See appendix for reconciliation of non-GAAP EPS to GAAP EPS.**Guidance as of July 30, 2015. Subject to market conditions and other ongoing capital allocation decisions.

Page 32: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

32August 6, 2015

Appendix5

Page 33: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

33August 6, 2015

Full-Year 2015 Guidance as of July 30, 2015

*Amount is a non-GAAP measure. See Appendix for a reconciliation of this non-GAAP measure to its comparable US GAAP measure.

» Revenue: Mid-single-digit % growth range

» Operating Expenses: Mid-single-digit % growth range

» Operating Margin: Approximately 43%

» Adjusted Operating Margin*: Approximately 46%

» Effective Tax Rate: Approximately 31% - 32%

» GAAP Earnings Per Share: $4.55 - $4.65

» Share Repurchases: Approximately $1 billion (subject to available cash, market conditions and other ongoing capital allocation decisions)

» Capital Expenditures: Approximately $100 - $110 million

» Depreciation & Amortization: Approximately $120 million

» Free Cash Flow: Approximately $1 billion

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 34: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

34August 6, 2015

Corporate Finance: Revenue and Issuance

*Historical data has been adjusted to conform with current information and excludes intercompany revenue.**Other includes: monitoring, CP, MTNs, and ICRA.***Sources: Moody’s Capital Markets Research Group, Dealogic, Barclay's Capital; US Speculative-Grade Bank Loan Origination represents Moody’s rated new US bank loan programs. Note: Debt issuance categories do not directly correspond to Moody’s revenue categorization.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

$0

$200

$400

$600

$800

$1,000

$1,200

2006 2007 2008 2009 2010 2011 2012 2013 2014

Rev

enue

$ M

illio

ns

Historical Revenue* Mix: By Year

Other Investment Grade Speculative Grade Bank Loans

$0

$50

$100

$150

$200

$250

$300

$350

2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Rev

enue

$ M

illio

ns

Historical Revenue* Mix: By Quarter

Other Investment Grade Speculative Grade Bank Loans

$0

$500

$1,000

$1,500

$2,000

2006 2007 2008 2009 2010 2011 2012 2013 2014

Issu

ance

$ B

illio

ns

Global Rated Non-Financial Bonds and US Speculative Grade Bank Loans (Annually)***

US Speculative-Grade Bank Loan OriginationGlobal Non-Financial Speculative-Grade Bond IssuanceGlobal Non-Financial Investment-Grade Bond Issuance

$0

$100

$200

$300

$400

$500

$600

2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Issu

ance

$ B

illio

ns

Global Rated Non-Financial Bonds and US Speculative Grade Bank Loans (Quarterly)***

US Speculative-Grade Bank Loan OriginationGlobal Non-Financial Speculative-Grade Bond IssuanceGlobal Non-Financial Investment-Grade Bond Issuance

Page 35: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

35August 6, 2015

42% 36% 36% 37% 33% 40% 43% 38% 35% 34%

21%23% 19% 18% 20%

15%30%

21% 29% 26%

18% 23% 23% 20% 24% 21%

13%

20%21%

19%

18% 18% 21% 25% 24% 24%14% 22% 15% 21%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Other Investment Grade Speculative Grade Bank Loans

71% 74% 73% 71% 74% 69% 67% 70% 72% 73%

29% 26% 27% 29% 26% 31% 33% 30% 28% 27%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Revenue* Distribution: Recurring vs. Transaction

Transaction Recurring

Corporate Finance: Revenue Diversification

*Historical data has been adjusted to conform with current information and excludes intercompany revenue.**Other includes: monitoring, CP, MTNs, and ICRA.Percentages have been rounded and my not total to 100%.

35% 34% 38% 35% 43% 37% 36% 38% 36% 32%

65% 66% 62% 65% 57% 63% 64% 62% 64% 68%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Revenue* Distribution: Geography

Non - US US

Revenue* Distribution: Product

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 36: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

36August 6, 2015

Structured Finance: Revenue and Issuance

$0

$20

$40

$60

$80

$100

$120

2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Rev

enue

$ M

illio

ns

Historical Revenue* Mix: By Quarter

ABS RMBS CREF Structured Credit Other

*Historical data has been adjusted to conform with current information and excludes intercompany revenue.**Sources: AB Alert, CM Alert, Moody’s Corporation. Debt issuance categories do not directly correspond to Moody’s revenue categorization.Notes: ABS (Asset Backed Securitization) includes asset-backed commercial paper and long-term asset-backed securities. RMBS (Residential Mortgage Backed Securitization) includes covered bonds. CREF (Commercial Real Estate Finance) includes commercial mortgage-backed securities, real estate finance, and commercial real estate CDOs. Structured Credit includes CLOs and CDOs.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

$0

$200

$400

$600

$800

$1,000

2006 2007 2008 2009 2010 2011 2012 2013 2014

Rev

enue

$ M

illio

ns

Historical Revenue* Mix: By Year

ABS RMBS CREF Structured Credit Other

$0

$500

$1,000

$1,500

$2,000

$2,500

$3,000

2006 2007 2008 2009 2010 2011 2012 2013 2014

Issu

ance

$ B

illio

ns

Global Rated Structured Finance(Annually)**

ABS RMBS CREF Structured Credit

$0

$50

$100

$150

$200

$250

$300

2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Issu

ance

$ B

illio

ns

Global Rated Structured Finance(Quarterly)**

ABS RMBS CREF Structured Credit

Page 37: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

37August 6, 2015

Structured Finance: Revenue DiversificationIntroduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

52% 58% 60% 58% 63% 59% 66% 62% 61% 66%

48% 42% 40% 42% 37% 41% 34% 38% 39% 34%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Revenue* Distribution: Recurring vs. Transaction

Transaction Recurring

53% 46%36% 34% 34% 31% 35% 34% 30% 28%

47% 54%64% 66% 66% 69% 65% 66% 70% 72%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Revenue* Distribution: Geography

Non - U.S. U.S.

31% 29% 26% 24% 22% 23% 19% 22% 21% 21%

20% 25% 30% 31% 27% 26% 30% 28% 33% 27%

26% 22% 19% 19%18% 18% 17% 18% 18%

18%

23% 24% 25% 26% 34% 33% 34% 32% 28% 34%

0% 0% 0% 0% 0% 0% 0% 0% 0% 0%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

ABS CREF RMBS Structured Credit Other

Revenue* Distribution: by Product

*Historical data has been adjusted to conform with current information and excludes intercompany revenue.Percentages have been rounded and my not total to 100%.Notes: ABS (Asset Backed Securitization) includes asset-backed commercial paper and long-term asset-backed securities. RMBS (Residential Mortgage Backed Securitization) includes covered bonds. CREF (Commercial Real Estate Finance) includes commercial mortgage-backed securities, real estate finance, and commercial real estate CDOs. Structured Credit includes CLOs and CDOs.

Page 38: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

38August 6, 2015

Financial Institutions: Revenue and Issuance

$0$10$20$30$40$50$60$70$80$90

$100

2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Rev

enue

$ M

illio

ns

Historical Revenue* Mix: By Quarter

Banking Insurance Managed Investments Other

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

$0

$50

$100

$150

$200

$250

$300

$350

$400

2006 2007 2008 2009 2010 2011 2012 2013 2014

Rev

enue

$ M

illio

ns

Historical Revenue* Mix: By Year

Banking Insurance Managed Investments Other

$0$200$400$600$800

$1,000$1,200$1,400$1,600$1,800$2,000

2006 2007 2008 2009 2010 2011 2012 2013 2014

Issu

ance

$ B

illio

ns

Global Rated Financial Bonds(Annually)**

Global Spec Grade Corporate Bond IssuanceGlobal Inv Grade Corporate Bond Issuance

*Historical data has been adjusted to conform with current information and excludes intercompany revenue. **Sources: Moody’s Capital Markets Research Group, Dealogic, Barclay’s Capital Note: Debt issuance categories do not directly correspond to Moody’s revenue categorization.

$0

$100

$200

$300

$400

$500

$600

$700

2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Issu

ance

$ B

illio

ns

Global Rated Financial Bonds(Quarterly)**

Global Speculative Grade Financial Corporate Bond IssuanceGlobal Investment Grade Financial Corporate Bond Issuance

Page 39: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

39August 6, 2015

Financial Institutions: Revenue Diversification

*Historical data has been adjusted to conform with current information and excludes intercompany revenue.Percentages have been rounded and my not total to 100%.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

34% 37% 35% 34% 35% 38% 32% 35% 40% 36%

66% 63% 65% 66% 65% 62% 68% 65% 60% 64%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Revenue* Distribution: Recurring vs. Transaction

Transaction Recurring

60% 59% 58% 59% 62% 59% 60% 60% 56% 58%

40% 41% 42% 41% 38% 41% 40% 40% 44% 42%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Revenue* Distribution: Geography

Non - US US

69% 70% 69% 67% 69% 66% 70% 68% 67% 69%

25% 24% 26% 25% 26% 30% 23% 26% 27% 23%

6% 6% 5% 8% 5% 4% 5% 5% 4% 5%0% 0% 0% 0% 0% 0% 2% 1% 2% 3%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Banking Insurance Managed Investments Other

Revenue* Distribution: Product

Page 40: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

40August 6, 2015

-$50

$0

$50

$100

$150

$200

$250

$300

$350

$400

2006 2007 2008 2009 2010 2011 2012 2013 2014

Rev

enue

$ M

illio

ns

Historical Revenue* Mix: By Year

Public Finance and SovereignProject & Infrastructure FinanceOther

*Historical data has been adjusted to conform with current information and excludes intercompany revenue. **Sources: Thomson SDC, Moody’s Corporation. Note: Debt issuance categories do not directly correspond to Moody’s revenue categorization.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

$0

$20

$40

$60

$80

$100

$120

2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Issu

ance

$ B

illio

ns

Long-Term Rated US Municipal Bond Issuance(Quarterly)**

$0

$100

$200

$300

$400

$500

2007 2008 2009 2010 2011 2012 2013 2014

Issu

ance

$ B

illio

ns

Long-Term Rated US Municipal Bond Issuance(Annually)**

$0

$20

$40

$60

$80

$100

$120

2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Rev

enue

$ M

illio

ns

Historical Revenue* Mix: By Quarter

Public Finance and SovereignProject & Infrastructure FinanceOther

Public, Project and Infrastructure: Revenue and Issuance

Page 41: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

41August 6, 2015

*Historical data has been adjusted to conform with current information and excludes intercompany revenue.Percentages have been rounded and my not total to 100%.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

58% 61% 60% 53%63% 58% 59% 58% 64% 62%

42% 39% 40% 47%37% 42% 41% 42% 36% 38%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Revenue* Distribution: Recurring vs. Transaction

Transaction Recurring

36% 35% 37% 41% 37% 35% 34% 37% 35% 32%

64% 65% 63% 59% 63% 65% 66% 63% 65% 68%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Revenue* Distribution: Geography

Non - US US

56% 56% 51% 51% 45% 49% 53% 49% 56% 54%

44% 44% 49% 49% 55% 51% 47% 51% 44% 46%

0% 0% 0% 0% 0% 0% 0% 0% 0% 0%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Public Finance and Sovereign Project & Infrastructure Finance Other

Revenue* Distribution: Product

Public, Project and Infrastructure: Revenue Diversification

Page 42: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

42August 6, 2015

Moody’s Analytics: Financial Overview

$0

$50

$100

$150

$200

$250

$300$350

2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

Rev

enue

$ M

illio

ns

Historical Revenue* Mix: By Quarter

*Historical data has been adjusted to conform with current information and excludes intercompany revenue.Percentages have been rounded and my not total to 100%.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

$0

$200

$400

$600

$800

$1,000

$1,200

2007 2008 2009 2010 2011 2012 2013 2014

Rev

enue

$ M

illio

ns

Historical Revenue* Mix: By Year

Professional ServicesEnterprise Risk SolutionsResearch, Data and Analytics

20% 23% 23% 23% 24% 28% 31% 27% 23% 24%

80% 77% 77% 77% 76% 72% 69% 73% 77% 76%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15Transaction Recurring

58% 57% 55% 54% 56% 56% 57% 56% 51% 52%

42% 43% 45% 46% 44% 44% 43% 44% 49% 48%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Revenue* Distribution: Geography

Non-US US

63% 58% 58% 58% 57% 53% 48% 54% 57% 56%

28% 29% 29% 25% 27% 30% 39% 31% 29% 30%

9% 13% 13% 17% 16% 17% 14% 16% 14% 14%

0%

20%

40%

60%

80%

100%

FY11 FY12 FY13 1Q14 2Q14 3Q14 4Q14 FY14 1Q15 2Q15

Revenue* Distribution: Product

Revenue* Distribution: Recurring vs. Transaction

Page 43: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

43August 6, 2015

Emerging Markets Rated Corporate Bond Issuance*

Emerging Markets Issuance has Grown Substantially, but Will Remain Volatile

$0

$50

$100

$150

$200

$250

$300

$350

Jan-10 Jan-11 Jan-12 Jan-13 Jan-14 Jan-15

$ B

illio

ns

*Moving 12 month sum; includes rated investment grade and high yield corporate bond issuance (financial and non-financial). Chart is through June 2015.Sources: Dealogic, Moody’s Capital Markets Research Group.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 44: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

44August 6, 2015

Oil & Gas Bond Issuance Has Avoided Worst Case Scenarios Despite Significant Drop in the Price of Oil

* Source: Dealogic, Moody’s Analytics. ** Source: FactSet. As of July 2015. Includes the following FactSet industry groups: Contract Drilling, Integrated Oil, Oil & Gas Pipelines, Oil & Gas Production, Oil Refining/Marketing, Oilfield Services/Equipment.

$103 $97

$73

$49 $58

$0

$20

$40

$60

$80

$100

$120

$0

$20

$40

$60

$80

$100

2Q14 3Q14 4Q14 1Q15 2Q15

$ B

illio

ns

Investment Grade (L) High Yield (L) Crude Oil (WTI) Average Price per Barrel (R)

$8

$24

$40 $42 $49 $44

$1 $7

$14 $16 $30

$41

$0

$20

$40

$60

2015 2016 2017 2018 2019 2020

$ B

illio

ns

Investment Grade High Yield

Global Oil and Gas Bond Issuance*

Debt Maturities: Global Moody’s Rated Oil and Gas Bonds **

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 45: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

45August 6, 2015

$0

$100

$200

$300

$400

$500

$600

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2044

$ M

illio

nsWell-Spaced Maturity Profile Reduces Refinancing Risk

10-yr notes

5-yr notes

30-yr notes

//

Debt Maturities

» Moody’s current credit rating from S&P is BBB+

- Moody’s leverage metrics remain within S&P’s stated criteria for the current rating

» On March 9, 2015, Moody’s closed a €500 million debt offering of 12-year notes at 1.75%, maturing on March 9, 2027

- The net proceeds from this offering will be used for general corporate purposes

» $1 billion undrawn credit facility; renewed in May 2015

12-yr notes*

*2015 12-yr notes, maturing in 2027, have been converted to USD using the June 30, 2015 spot rate of $1.114 to €1.

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 46: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

46August 6, 2015

Eligible Population MA MIS MCO Corporate Groups***

NEOs* and Other CEO Direct Reports**

• MCO Operating Income

• MCO EPS• MA Operating Income

• MCO Operating Income

• MCO EPS• MIS Operating Income

• MCO Operating Income

• MCO EPS

All Other Management** and Professional Staff

• MA Operating Income• MA Sales

• MIS Operating Income • MCO Operating Income

Annual Cash Incentives

Eligible Population MA MIS MCO Corporate Groups***

“Top 50” including NEOs* and Other CEO Direct Reports**

• MCO EBITDA****• MA Sales

• MCO EBITDA****• MIS Ratings Quality

• MCO EBITDA****• MA Sales• MIS Ratings Quality

Long-Term Stock Incentives – 3-Year Performance Share Plan

Incentive Compensation – Funding Metrics» Funding metrics differ based on level and individual areas of responsibility

» Payout to individual employees based on achievement of individual objectives

» Table below excludes Moody’s Sales team which is subject to a Commission Plan

*NEOs = Named Executive Officers as included in Moody’s proxy statements**Bonus plan for Chief Risk Officer and Compliance/Credit Policy automatically funds at 100% to avoid potential conflicts of interest. Payout to these employees is based on achievement of their individual non-financial goals. Excludes Copal Amba employees except Copal Amba CEO, whose metrics include Copal Amba Sales and Operating Income.***MCO Corporate Groups include Finance, Accounting, Legal, Human Resources, and others. CFO metrics also include Copal Amba operating income.****To better align long-term incentives with Moody’s acquisition strategy, EPS, which was one of the measures used prior to 2012, was replaced by EBITDA

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 47: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

47August 6, 2015

Moody’s Global PresenceIntroduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

*As of June 30, 2015.**As of June 30, 2014.

US employees non-US employees total employees**

US employees non-US employees total employees*

3,257 6,906 10,163

2015

2,888 6,904 9,792

2014

Page 48: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

48August 6, 2015

Recurring Revenue DetailIntroduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Recurring Revenue

(in $ millions) 2010 2011 2012 2013 2014TTM 2Q15

2010 –TTM 2Q15

CAGRCorporate Finance $ 155 $ 190 $ 226 $ 273 $ 327 $ 340 19%

Structured Finance $ 165 $ 165 $ 159 $ 151 $ 162 $ 162 0%

Financial Institutions $ 177 $ 194 $ 204 $ 219 $ 231 $ 229 6%

Public, Project, & Infrastructure Finance $ 111 $ 116 $ 126 $ 137 $ 148 $ 148 7%

MIS Other $ 9 $ 9 $ 11 $ 12 $ 14 $ 16 15%

Moody's Investors Service $ 616 $ 674 $ 725 $ 793 $ 882 $ 895 9%

Moody's Analytics $ 528 $ 563 $ 641 $ 697 $ 785 $ 827 10%

Moody's Corporation $ 1,144 $ 1,236 $ 1,366 $ 1,490 $ 1,668 $ 1,722 10%

Note: Table may not sum to total due to rounding.

Page 49: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

49August 6, 2015

Adjusted Operating Income and Adjusted Operating Margin Reconciliation

Reconciliation of Non-GAAP Financial Measures to GAAP

Moody's Corporation Operating Margin Guidance Reconciliation

*Guidance as of July 30, 2015.

(in $ millions) 2010 2011 2012 2013 2014As Reported Operating Income $772.8 $888.4 $1,077.4 $1,234.6 $1,439.1Operating Margin 38.0% 39.0% 39.5% 41.5% 43.2%

Add Adjustment:Depreciation & Amortization 66.3 79.2 93.5 93.4 95.6

Restructuring 0.1 - - - -

Goodwill Impairment Charge - - 12.2 - -

Adjusted Operating Income $839.2 $967.6 $1,183.1 $1,328.0 $1,534.7Adjusted Operating Margin 41.3% 42.4% 43.3% 44.7% 46.0%

2015F*Projected Operating Margin - GAAP Approximately 43%Projected impact from Depreciation & Amortization Approximately 3%

Projected Adjusted Operating Margin Approximately 46%

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

Page 50: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

50August 6, 2015

Reconciliation of Non-GAAP Financial Measures to GAAP (cont.)

Moody's Corporation Free Cash Flow Reconciliation

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

*Guidance as of July 30, 2015.

(in $ millions) 2010 2011 2012 2013 2014 2015F*Cash Flow from Operations $ 653.3 $ 803.3 $ 823.1 $ 926.8 $ 1,018.6 Approximately $1.1 billion

Less Adjustment:Capital Expenditures $ 79.0 $ 67.7 $ 45.0 $ 42.3 $ 74.6 Approximately $100 -$110 million

Free Cash Flow $ 574.3 $ 735.6 $ 778.1 $ 884.5 $ 944.0 Approximately $1.0 billion

Cash Flow used in Investing Activities $ (228.8) $ (267.6) $ (50.2) $ (261.9) $ (564.9)Cash Flow provided by (used in) Financing Activities $ (241.3) $ (417.7) $ 202.6 $ (498.8) $ (1,064.5)

Page 51: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

51August 6, 2015

Reconciliation of Non-GAAP Financial Measures to GAAP (cont.)

Moody's Corporation EPS Reconciliation

Introduction | Financial Overview | Moody’s Investors Service | Moody’s Analytics | Conclusion | Appendix

2010 2011 2012 2013 1Q14 2Q14 3Q14 4Q14 2014 1Q 2015

2Q 2015

Diluted EPS - GAAP $2.15 $2.49 $3.05 $3.60 $1.00 $1.48 $1.00 $1.12 $4.61 $1.11 $1.28

Legacy Tax (0.02) (0.03) (0.06) (0.09) - - (0.03) - (0.03) - -Impact of litigation settlement - - - 0.14 - - - - - - -ICRA Gain - - - - - (0.36) - - (0.37) - -Diluted EPS – Non-GAAP $2.13 $2.46 $2.99 $3.65 $1.00 $1.12 $0.97 $1.12 $4.21 $1.11 $1.28

Note: Table may not sum to total due to rounding.

Page 52: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

52August 6, 2015

Website: http://ir.moodys.com

Email: [email protected]

Page 53: MCO 2Q 2015 Investor Presentation vFINAL · » Leading global provider of credit rating opinions, insight and tools for financial risk measurement and management » Revenue of $3.5

53August 6, 2015

© 2015 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved.

CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES (“MIS”) ARE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND CREDIT RATINGS AND RESEARCH PUBLICATIONS PUBLISHED BY MOODY’S (“MOODY’S PUBLICATIONS”) MAY INCLUDE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. MOODY’S DEFINES CREDIT RISK AS THE RISK THAT AN ENTITY MAY NOT MEET ITS CONTRACTUAL, FINANCIAL OBLIGATIONS AS THEY COME DUE AND ANY ESTIMATED FINANCIAL LOSS IN THE EVENT OF DEFAULT. CREDIT RATINGS DO NOT ADDRESS ANY OTHER RISK, INCLUDING BUT NOT LIMITED TO: LIQUIDITY RISK, MARKET VALUE RISK, OR PRICE VOLATILITY. CREDIT RATINGS AND MOODY’S OPINIONS INCLUDED IN MOODY’S PUBLICATIONS ARE NOT STATEMENTS OF CURRENT OR HISTORICAL FACT. MOODY’S PUBLICATIONS MAY ALSO INCLUDE QUANTITATIVE MODEL-BASED ESTIMATES OF CREDIT RISK AND RELATED OPINIONS OR COMMENTARY PUBLISHED BY MOODY’S ANALYTICS, INC. CREDIT RATINGS AND MOODY’S PUBLICATIONS DO NOT CONSTITUTE OR PROVIDE INVESTMENT OR FINANCIAL ADVICE, AND CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT AND DO NOT PROVIDE RECOMMENDATIONS TO PURCHASE, SELL, OR HOLD PARTICULAR SECURITIES. NEITHER CREDIT RATINGS NOR MOODY’S PUBLICATIONS COMMENT ON THE SUITABILITY OF AN INVESTMENT FOR ANY PARTICULAR INVESTOR. MOODY’S ISSUES ITS CREDIT RATINGS AND PUBLISHES MOODY’S PUBLICATIONS WITH THE EXPECTATION AND UNDERSTANDING THAT EACH INVESTOR WILL, WITH DUE CARE, MAKE ITS OWN STUDY AND EVALUATION OF EACH SECURITY THAT IS UNDER CONSIDERATION FOR PURCHASE, HOLDING, OR SALE.

MOODY’S CREDIT RATINGS AND MOODY’S PUBLICATIONS ARE NOT INTENDED FOR USE BY RETAIL INVESTORS AND IT WOULD BE RECKLESS FOR RETAIL INVESTORS TO CONSIDER MOODY’S CREDIT RATINGS OR MOODY’S PUBLICATIONS IN MAKING ANY INVESTMENT DECISION. IF IN DOUBT YOU SHOULD CONTACT YOUR FINANCIAL OR OTHER PROFESSIONAL ADVISER.

ALL INFORMATION CONTAINED HEREIN IS PROTECTED BY LAW, INCLUDING BUT NOT LIMITED TO, COPYRIGHT LAW, AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS WHATSOEVER, BY ANY PERSON WITHOUT MOODY’S PRIOR WRITTEN CONSENT.

All information contained herein is obtained by MOODY’S from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well as other factors, however, all information contained herein is provided “AS IS” without warranty of any kind. MOODY'S adopts all necessary measures so that the information it uses in assigning a credit rating is of sufficient quality and from sources MOODY'S considers to be reliable including, when appropriate, independent third-party sources. However, MOODY’S is not an auditor and cannot in every instance independently verify or validate information received in the rating process or in preparing the Moody’s Publications.

To the extent permitted by law, MOODY’S and its directors, officers, employees, agents, representatives, licensors and suppliers disclaim liability to any person or entity for any indirect, special, consequential, or incidental losses or damages whatsoever arising from or in connection with the information contained herein or the use of or inability to use any such information, even if MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers is advised in advance of the possibility of such losses or damages, including but not limited to: (a) any loss of present or prospective profits or (b) any loss or damage arising where the relevant financial instrument is not the subject of a particular credit rating assigned by MOODY’S.

To the extent permitted by law, MOODY’S and its directors, officers, employees, agents,

representatives, licensors and suppliers disclaim liability for any direct or compensatory losses or damages caused to any person or entity, including but not limited to by any negligence (but excluding fraud, willful misconduct or any other type of liability that, for the avoidance of doubt, by law cannot be excluded) on the part of, or any contingency within or beyond the control of, MOODY’S or any of its directors, officers, employees, agents, representatives, licensors or suppliers, arising from or in connection with the information contained herein or the use of or inability to use any such information.

NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY MOODY’S IN ANY FORM OR MANNER WHATSOEVER.

Moody’s Investors Service, Inc., a wholly-owned credit rating agency subsidiary of Moody’s Corporation (“MCO”), hereby discloses that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by Moody’s Investors Service, Inc. have, prior to assignment of any rating, agreed to pay to Moody’s Investors Service, Inc. for appraisal and rating services rendered by it fees ranging from $1,500 to approximately $2,500,000. MCO and MIS also maintain policies and procedures to address the independence of MIS’s ratings and rating processes. Information regarding certain affiliations that may exist between directors of MCO and rated entities, and between entities who hold ratings from MIS and have also publicly reported to the SEC an ownership interest in MCO of more than 5%, is posted annually at www.moodys.com under the heading “Investor Relations — Corporate Governance — Director and Shareholder Affiliation Policy.”

For Australia only: Any publication into Australia of this document is pursuant to the Australian Financial Services License of MOODY’S affiliate, Moody’s Investors Service Pty Limited ABN 61 003 399 657AFSL 336969 and/or Moody’s Analytics Australia Pty Ltd ABN 94 105 136 972 AFSL 383569 (as applicable). This document is intended to be provided only to “wholesale clients” within the meaning of section 761G of the Corporations Act 2001. By continuing to access this document from within Australia, you represent to MOODY’S that you are, or are accessing the document as a representative of, a “wholesale client” and that neither you nor the entity you represent will directly or indirectly disseminate this document or its contents to “retail clients” within the meaning of section 761G of the Corporations Act 2001. MOODY’S credit rating is an opinion as to the creditworthiness of a debt obligation of the issuer, not on the equity securities of the issuer or any form of security that is available to retail clients. It would be dangerous for “retail clients” to make any investment decision based on MOODY’S credit rating. If in doubt you should contact your financial or other professional adviser.

For Japan only: Moody's Japan K.K. (“MJKK”) is a wholly-owned credit rating agency subsidiary of Moody's Group Japan G.K., which is wholly-owned by Moody’s Overseas Holdings Inc., a wholly-owned subsidiary of MCO. Moody’s SF Japan K.K. (“MSFJ”) is a wholly-owned credit rating agency subsidiary of MJKK. MSFJ is not a Nationally Recognized Statistical Rating Organization (“NRSRO”). Therefore, credit ratings assigned by MSFJ are Non-NRSRO Credit Ratings. Non-NRSRO Credit Ratings are assigned by an entity that is not a NRSRO and, consequently, the rated obligation will not qualify for certain types of treatment under US laws. MJKK and MSFJ are credit rating agencies registered with the Japan Financial Services Agency and their registration numbers are FSA Commissioner (Ratings) No. 2 and 3 respectively.

MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for appraisal and rating services rendered by it fees ranging from JPY200,000 to approximately JPY350,000,000.

MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements.