GLOSSARY OF TERMS AND ABBREVIATIONS | GLOSSARY OF TERMS AND ABBREVIATIONS The following terms, abbreviations and acronyms are used to identify frequently used terms in this report: TERM DEFINITION Adjusted Operating Income Operating income excluding depreciation and amortization Adjusted Operating Margin Operating margin excluding depreciation and amortization Amba Amba Investment Services; a provider of outsourced investment research and quantitative analytics for global financial institutions; a majorit y owned subsidiary of the Company acquired 100% of Amba in December 2013 Americas Represents countries within North and South America, excluding the U.S. AOCI Accumulated other comprehensive income (loss); a separate component o f shareholders’ equity ASC The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009 except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants Asia-Pacific Represents countries in Asia including but not limited to: Australia, China, India, Indonesia, Japan, Korea, Malaysia, Singapore, Sri Lanka and Thailand ASU The FASB Accounting Standards Update to the ASC. It also provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC Board The board of directors of the Company Bps Basis points Canary Wharf Lease Operating lease agreement entered into on February 6, 2008 f or office space in London, England, occupied by the Company in the second half of 2009 CDO Collateralized debt obligation CFG Corporate finance group; an LOB of MIS CLO Collateralized loan obligation CMBS Commercial mortgage-backed securities; part of the CREF asset class within SFG Company Moody’s Corporation and its subsidiaries; MCO; Moody’s Copal Copal Partners; an acquisition completed in November 2011; part of the MA segment; leading provider of outsourced research and analytical services to instituti onal investors Copal Amba Operating segment created in January 2014 that consists of all operations from Copal as well as the operations of Amba. The Copal Amba operating segment provides outsourced research and analytical services to the global financial and corporate sectors Council Council of the European Union CRAs Credit rating agencies CRA3 Regulation (EU) No 462/2013 of the European Parliament and of the Council, which updated the regulatory regimes imposing additional procedural requireme nts on CRAs CREF Commercial real estate finance which includes REITs, commercial real estate CDOs and mortgage-backed securities; part of SFG CSI CSI Global Education, Inc.; an acquisition completed in November 2010; part of the MA segment; a provider of f inancial learning, credentials, and certification services primarily in Canada D&B Business Old D&B’s Dun & Bradstreet operating company DBPP Defined benefit pension plans Debt/EBITDA Ratio of Total Debt to EBITDA EBITDA Earnings before interest, taxes, depreciation and amortization EMEA Represents countries within Europe, the Middle East and Africa EPS Earnings per share Equilibrium A leading provider of credit rating and research services in Peru and Panama ; acquired by Moody’s in May 2015 ERS The enterprise risk solutions LOB within MA which offers risk management software products as well as software implementation services and related risk management advisory engagements ESMA European Securities and Market s Authority E TR Effective tax rate EU European Union EUR Euros European Ratings Platform Central credit ratings website administered by ESMA Excess Tax Benefits The difference between the tax benefit realized at exercise of an option or delivery of a restricted share a nd the tax benefit recorded at the time the option or restricted share is expensed under GAAP Exchange Act The Securities Exchange Act of 1934, as amended FASB Financial Accounting Standards Board FIG Financial institutions group; an LOB of MIS Financial R eform Act Dodd-Frank Wall Street Reform and Consumer Protection Act Free Cash Flow Net cash provided by operating activities less cash paid for capital additions FSTC Financial Services Training and Certifications; a reporting unit within the MA segment that includes on-line and classroom-based training services and CSI FX Foreign exchange GAAP U.S. Generally Accepted Accounting Principles GBP British pounds ICRA ICRA Limited.; a leading provider of credit ratings and research in India. The Company previ ously held 28.5 1 % equity ownership and in June 2014, incre ased that ownership stake to 50.06% through the acquisition of additional shares ICRA Acquisition The June 2014 purchase of an additional 21.55% ownership interest in ICRA resulting in majority owne rship and consolidation if ICRAs financial statements; ICRAs results are consolidated into Moody’s financial statements on a three-month lag and accordingly the Company began including the results of operations for ICRA in its consolidated financial statem ents beginning in the fourth quarter of 2014 ICRA Gain Gain relating to the step-acquisition of ICRA; U.S. GAAP requires the remeasurement to fair value of the previously held non-controlling shares held upon obtaining a controlling interest in a step-acquisition. This remeasurement of the Company’s equity investment in ICRA to fair value resulted in a pre-tax gain of $102.8 million ($78.5 million after tax) in the second quarter of 2014. IRS Internal Revenue Service IT Information technology KIS Korea Investors Service, Inc ; a leading Korean rating agency and consolidated subsidiary of the Company KIS Pricing Korea Investors Service Pricing, Inc ; a leading Korean provider of fixed income securities pricing and consolidated subsidiary of the Compa ny Legacy Tax Matter(s) Exposures to certain potential tax liabilities assumed in connection with the 2000 Distribution Lewtan Lewtan Technologies; a leading provider of analytical tools and data for the global structured finance market; part of the RD&A LOB within MA; an acquisition com pleted in October 2014 LIBOR London Interbank Offered Rate LOB Line of business MA Moody’s Analytics – a reportable segment of MCO formed in January 2008 which provides a wide range of products and services that support financial analysis and risk management activities of institutional participants in global financial markets; consists of three LOBs – RD&A, ERS and PS M&A Mergers and acquisitions Make Whole Amount The prepayment penalty amount relating to the Series 2007-1 Notes, 2010 Senior Notes , 2012 Senior Notes, 2013 Senior Notes, 2014 Senior Notes (5-year) and 2014 Senior Notes (30-year) which is a premium based on the excess, if any, of the discounted value of the remaining scheduled payments over the prepaid principal MCO Moody’s Corporation and its subsidiaries; the Company; Moody’s MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations MIS Moody’s Investors Service – a reportable segment of MCO; consists of five LOBs – SFG, CFG, FIG, PPIF and MIS Other MIS Other Consists of non-ratings revenue from ICRA, KIS Pricing and KIS Research. These businesses are managed by MIS; MIS Other is an LOB of MIS Moody’s Moody’s Corporation and its subsidiaries; MCO; the Company Net Income Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder New D&B The New D&B Corpora tion – which is comprised of the D&B B usiness NM Percentage change is not meaningful NRSRO Nationally Re cognized Statistical Rating Organization OCI Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign currency tra nslation adjustments Old D&B The former Dun and Bradstreet Company which distributed New D&B shares on September 30, 2000, and was renamed Moody’s Corporation PPIF Public, project and infrastructure finance; an LOB of MIS Profit Participation Plan Defined contribution profit participation plan that covers substantially all U.S. employees of the Company PS Professional Services, an LOB within MA that provides outsourced research and analytical services as well as financial training and certification programs RD&A Research, Data and Analytics; an LOB within MA that produces, sells and distributes research, data and related content. Includes products generated by MIS, such as analyses on major debt issuers, industry studies, and commentary on topical credit eve nts, as well as economic research, data, quantitative risk scores, and other analytical tools that are produced within MA Redeemable Noncontrolling Represents minority shareholders’ interest in entiti es which are controlled but not Interest wholly-o wned by Moody’s and for which Moody’s obligation to redeem the minority shareholders’ interest is in the control of the minority shareholders Reform Act Credit Rating Agency Reform Act of 2006 REIT Real Estate Investment Trust Relationship Revenue In MIS, excluding MIS Other, relationship revenue represents the recurring monitoring of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. In MIS Other, relationship revenue represents subscription-based revenue. For MA, relationship revenue represents subscription-based revenue and maintenance revenue Retirement Plans Moody’s funded and unfunded pension plans, the retirement healthcare plan s and retirement life insurance plans SEC U.S. Securities and Exchange Commission Securities Act Securities Act of 1933 Series 2007-1 Notes Principal amount of $300 million, 6.06% senior unsecured notes due in September 2017 pursuant to the 2007 Agreement SFG Structured finance group; an LOB of MIS SG&A Selling, general and administrative expenses Total Debt All indebtedness of the Company as reflected on the consolidated balance sheets Transaction Revenue For MIS, excluding MIS Other, revenue representing the initial rating of a new debt issuance as well as other one-time fees. In MIS Other, transaction revenue represents revenue from professional services and outsourcing engagements. For MA, revenue represents software license fees and revenue from risk ma nagement advisory projects, training and certification services, and outsourced research and analytical engagements U.K. United Kingdom U.S. United States U.S. Shared National Credit I nteragency program designed to evaluate large and complex syndicated credits. Program The program is administered by the three federal banking regulatory agencies which include the Federal Reserve System, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp oration (FDIC). USD U.S. dollar UTBs Unrecognized tax benefits UTPs Uncertain tax positions VSOE Vendor specific objective evidence; evidence, as defined in the ASC, of selling price limited to either of the following: the price charged for a deliverable when it is sold separately, or for a deliverable not yet being sold separately, the price established by management having the relevant authority WebEquity WebEquity Solutions LLC ; a leading provider of cloud-based loan origination solutions for financial institutions ; part of the ERS LOB within MA; an acquisition completed in July 2014 2000 Distribution The distribution by Old D&B to its shareholders of all the outstanding shares of New D&B common stock on September 30, 2000 2000 Distribution Agreement Agreement governing certain ongoing relationships between the Company and New D&B after the 2000 Distribution including the sharing of any liabilities for the payment of taxes, penalties and interest resulting from unfavorable IRS rulings on cert ain tax matters and certain other potential tax liabilities 2007 Agreement Note purchase agreement dated September 7, 2007, relating to the Series 2007-1 Notes 2008 Term Loan Five-year $150 million senior unsecured term loan entered into by the Company on May 7, 2008 2010 Indenture Supplemental indenture and related agreements dated August 1 9 , 201 0 , relating to the 201 0 Senior Notes 2010 Senior Notes Principal amount of $500 million, 5.50% senior unsecured notes due in September 2020 pursuant to the 2010 In denture 2012 Facility Revolving credit facility of $1 billion entered into on April 18,2012, maturing in 2017 2012 Senior Notes Principal amount of $500 million, 4.50% senior unsecured notes due in September 2022 pursuant to the 2012 Indenture 2013 Indenture Supplemental indenture and related agreements dated August 12, 2013, relating to the 2013 Senior Notes 2013 Senior Notes Principal amount of the $500 million, 4.875% senior unsecured notes due in February 2024 pursuant to the 2013 Indenture 2014 Indenture Supplemental indenture and related agreements dated July 16 , 201 4 , relating to the 201 4 Senior Notes 2014 Senior Notes (5-Year) Pri ncipal amount of $450 million, 2.75 % senior unsecured notes due in July 2019 2014 Senior Notes (30-Year) Princip al amount of $300 million, 5.25 % senior unsecured notes due in July 2044 2015 Facility Five-year unsecured revolving credit facility, with capacity to borrow up to $1 billion; replaces the 2012 Facility 2015 Indenture Supplemental indenture and related agreements dated March 9 , 201 5 , relating to the 201 5 Senior Notes 2015 Senior Notes Principal amount €500 million, 1.75% senior unsecured note s issued March 9, 2015 and due in March 2027 7WTC The Company’s corporate headquarters located at 7 World Trade Center in New York, NY 7WTC Lease Operating lease agreement entered into on October 2 GLOSSARY OF TERMS AND ABBREVIATIONS The following terms, abbreviations and acronyms are used to identify frequently used terms in this report: TERM DEFINITION Adjusted Operating Income Operating income excluding depreciation and amortization Adjusted Operating Margin Operating margin excluding depreciation and amortization Amba Amba Investment Services; a provider of outsourced investment research and quantitative analytics for global financial institutions; a majorit y owned subsidiary of the Company acquired 100% of Amba in December 2013 Americas Represents countries within North and South America, excluding the U.S. AOCI Accumulated other comprehensive income (loss); a separate component o f shareholders’ equity ASC The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009 except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants Asia-Pacific Represents countries in Asia including but not limited to: Australia, China, India, Indonesia, Japan, Korea, Malaysia, Singapore, Sri Lanka and Thailand ASU The FASB Accounting Standards Update to the ASC. It also provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC Board The board of directors of the Company Bps Basis points Canary Wharf Lease Operating lease agreement entered into on February 6, 2008 f or office space in London, England, occupied by the Company in the second half of 2009 CDO Collateralized debt obligation CFG Corporate finance group; an LOB of MIS CLO Collateralized loan obligation CMBS Commercial mortgage-backed securities; part of the CREF asset class within SFG Company Moody’s Corporation and its subsidiaries; MCO; Moody’s Copal Copal Partners; an acquisition completed in November 2011; part of the MA segment; leading provider of outsourced research and analytical services to instituti onal investors Copal Amba Operating segment created in January 2014 that consists of all operations from Copal as well as the operations of Amba. The Copal Amba operating segment provides outsourced research and analytical services to the global financial and corporate sectors Council Council of the European Union CRAs Credit rating agencies CRA3 Regulation (EU) No 462/2013 of the European Parliament and of the Council, which updated the regulatory regimes imposing additional procedural requireme nts on CRAs CREF Commercial real estate finance which includes REITs, commercial real estate CDOs and mortgage-backed securities; part of SFG CSI CSI Global Education, Inc.; an acquisition completed in November 2010; part of the MA segment; a provider of f inancial learning, credentials, and certification services primarily in Canada D&B Business Old D&B’s Dun & Bradstreet operating company DBPP Defined benefit pension plans Debt/EBITDA Ratio of Total Debt to EBITDA EBITDA Earnings before interest, taxes, depreciation and amortization EMEA Represents countries within Europe, the Middle East and Africa EPS Earnings per share Equilibrium A leading provider of credit rating and research services in Peru and Panama ; acquired by Moody’s in May 2015 ERS The enterprise risk solutions LOB within MA which offers risk management software products as well as software implementation services and related risk management advisory engagements ESMA European Securities and Market s Authority E TR Effective tax rate EU European Union EUR Euros European Ratings Platform Central credit ratings website administered by ESMA Excess Tax Benefits The difference between the tax benefit realized at exercise of an option or delivery of a restricted share a nd the tax benefit recorded at the time the option or restricted share is expensed under GAAP Exchange Act The Securities Exchange Act of 1934, as amended FASB Financial Accounting Standards Board FIG Financial institutions group; an LOB of MIS Financial R eform Act Dodd-Frank Wall Street Reform and Consumer Protection Act Free Cash Flow Net cash provided by operating activities less cash paid for capital additions FSTC Financial Services Training and Certifications; a reporting unit within the MA segment that includes on-line and classroom-based training services and CSI FX Foreign exchange GAAP U.S. Generally Accepted Accounting Principles GBP British pounds ICRA ICRA Limited.; a leading provider of credit ratings and research in India. The Company previ ously held 28.5 1 % equity ownership and in June 2014, incre ased that ownership stake to 50.06% through the acquisition of additional shares ICRA Acquisition The June 2014 purchase of an additional 21.55% ownership interest in ICRA resulting in majority owne rship and consolidation if ICRAs financial statements; ICRAs results are consolidated into Moody’s financial statements on a three-month lag and accordingly the Company began including the results of operations for ICRA in its consolidated financial statem ents beginning in the fourth quarter of 2014 ICRA Gain Gain relating to the step-acquisition of ICRA; U.S. GAAP requires the remeasurement to fair value of the previously held non-controlling shares held upon obtaining a controlling interest in a step-acquisition. This remeasurement of the Company’s equity investment in ICRA to fair value resulted in a pre-tax gain of $102.8 million ($78.5 million after tax) in the second quarter of 2014. IRS Internal Revenue Service IT Information technology KIS Korea Investors Service, Inc ; a leading Korean rating agency and consolidated subsidiary of the Company KIS Pricing Korea Investors Service Pricing, Inc ; a leading Korean provider of fixed income securities pricing and consolidated subsidiary of the Compa ny Legacy Tax Matter(s) Exposures to certain potential tax liabilities assumed in connection with the 2000 Distribution Lewtan Lewtan Technologies; a leading provider of analytical tools and data for the global structured finance market; part of the RD&A LOB within MA; an acquisition com pleted in October 2014 LIBOR London Interbank Offered Rate LOB Line of business MA Moody’s Analytics – a reportable segment of MCO formed in January 2008 which provides a wide range of products and services that support financial analysis and risk management activities of institutional participants in global financial markets; consists of three LOBs – RD&A, ERS and PS M&A Mergers and acquisitions Make Whole Amount The prepayment penalty amount relating to the Series 2007-1 Notes, 2010 Senior Notes , 2012 Senior Notes, 2013 Senior Notes, 2014 Senior Notes (5-year) and 2014 Senior Notes (30-year) which is a premium based on the excess, if any, of the discounted value of the remaining scheduled payments over the prepaid principal MCO Moody’s Corporation and its subsidiaries; the Company; Moody’s MD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations MIS Moody’s Investors Service – a reportable segment of MCO; consists of five LOBs – SFG, CFG, FIG, PPIF and MIS Other MIS Other Consists of non-ratings revenue from ICRA, KIS Pricing and KIS Research. These businesses are managed by MIS; MIS Other is an LOB of MIS Moody’s Moody’s Corporation and its subsidiaries; MCO; the Company Net Income Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder New D&B The New D&B Corpora tion – which is comprised of the D&B B usiness NM Percentage change is not meaningful NRSRO Nationally Re cognized Statistical Rating Organization OCI Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign currency tra nslation adjustments Old D&B The former Dun and Bradstreet Company which distributed New D&B shares on September 30, 2000, and was renamed Moody’s Corporation PPIF Public, project and infrastructure finance; an LOB of MIS Profit Participation Plan Defined contribution profit participation plan that covers substantially all U.S. employees of the Company PS Professional Services, an LOB within MA that provides outsourced research and analytical services as well as financial training and certification programs RD&A Research, Data and Analytics; an LOB within MA that produces, sells and distributes research, data and related content. Includes products generated by MIS, such as analyses on major debt issuers, industry studies, and commentary on topical credit eve nts, as well as economic research, data, quantitative risk scores, and other analytical tools that are produced within MA Redeemable Noncontrolling Represents minority shareholders’ interest in entiti es which are controlled but not Interest wholly-o wned by Moody’s and for which Moody’s obligation to redeem the minority shareholders’ interest is in the control of the minority shareholders Reform Act Credit Rating Agency Reform Act of 2006 REIT Real Estate Investment Trust Relationship Revenue In MIS, excluding MIS Other, relationship revenue represents the recurring monitoring of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. In MIS Other, relationship revenue represents subscription-based revenue. For MA, relationship revenue represents subscription-based revenue and maintenance revenue Retirement Plans Moody’s funded and unfunded pension plans, the retirement healthcare plan s and retirement life insurance plans SEC U.S. Securities and Exchange Commission Securities Act Securities Act of 1933 Series 2007-1 Notes Principal amount of $300 million, 6.06% senior unsecured notes due in September 2017 pursuant to the 2007 Agreement SFG Structured finance group; an LOB of MIS SG&A Selling, general and administrative expenses Total Debt All indebtedness of the Company as reflected on the consolidated balance sheets Transaction Revenue For MIS, excluding MIS Other, revenue representing the initial rating of a new debt issuance as well as other one-time fees. In MIS Other, transaction revenue represents revenue from professional services and outsourcing engagements. For MA, revenue represents software license fees and revenue from risk ma nagement advisory projects, training and certification services, and outsourced research and analytical engagements U.K. United Kingdom U.S. United States U.S. Shared National Credit I nteragency program designed to evaluate large and complex syndicated credits. Program The program is administered by the three federal banking regulatory agencies which include the Federal Reserve System, Office of the Comptroller of the Currency and the Federal Deposit Insurance Corp oration (FDIC). USD U.S. dollar UTBs Unrecognized tax benefits UTPs Uncertain tax positions VSOE Vendor specific objective evidence; evidence, as defined in the ASC, of selling price limited to either of the following: the price charged for a deliverable when it is sold separately, or for a deliverable not yet being sold separately, the price established by management having the relevant authority WebEquity WebEquity Solutions LLC ; a leading provider of cloud-based loan origination solutions for financial institutions ; part of the ERS LOB within MA; an acquisition completed in July 2014 2000 Distribution The distribution by Old D&B to its shareholders of all the outstanding shares of New D&B common stock on September 30, 2000 2000 Distribution Agreement Agreement governing certain ongoing relationships between the Company and New D&B after the 2000 Distribution including the sharing of any liabilities for the payment of taxes, penalties and interest resulting from unfavorable IRS rulings on cert ain tax matters and certain other potential tax liabilities 2007 Agreement Note purchase agreement dated September 7, 2007, relating to the Series 2007-1 Notes 2008 Term Loan Five-year $150 million senior unsecured term loan entered into by the Company on May 7, 2008 2010 Indenture Supplemental indenture and related agreements dated August 1 9 , 201 0 , relating to the 201 0 Senior Notes 2010 Senior Notes Principal amount of $500 million, 5.50% senior unsecured notes due in September 2020 pursuant to the 2010 In denture 2012 Facility Revolving credit facility of $1 billion entered into on April 18,2012, maturing in 2017 2012 Senior Notes Principal amount of $500 million, 4.50% senior unsecured notes due in September 2022 pursuant to the 2012 Indenture 2013 Indenture Supplemental indenture and related agreements dated August 12, 2013, relating to the 2013 Senior Notes 2013 Senior Notes Principal amount of the $500 million, 4.875% senior unsecured notes due in February 2024 pursuant to the 2013 Indenture 2014 Indenture Supplemental indenture and related agreements dated July 16 , 201 4 , relating to the 201 4 Senior Notes 2014 Senior Notes (5-Year) Pri ncipal amount of $450 million, 2.75 % senior unsecured notes due in July 2019 2014 Senior Notes (30-Year) Princip al amount of $300 million, 5.25 % senior unsecured notes due in July 2044 2015 Facility Five-year unsecured revolving credit facility, with capacity to borrow up to $1 billion; replaces the 2012 Facility 2015 Indenture Supplemental indenture and related agreements dated March 9 , 201 5 , relating to the 201 5 Senior Notes 2015 Senior Notes Principal amount €500 million, 1.75% senior unsecured note s issued March 9, 2015 and due in March 2027 7WTC The Company’s corporate headquarters located at 7 World Trade Center in New York, NY 7WTC Lease Operating lease agreement entered into on October 2 0, 2006 |