10q10k10q10k.net

What changed in Moody's Corporation's 10-K — 2024 vs 2025

vs

Paragraph-level year-over-year comparison of Moody's Corporation's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+307 added−283 removedSource: 10-K (2026-02-18) vs 10-K (2025-02-14)

Top changes in Moody's Corporation's 2025 10-K

307 paragraphs added · 283 removed · 234 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

48 edited+16 added−22 removed36 unchanged
Biggest changeMOODY'S 2024 10-K 15 Table of Contents Workforce Overview As of December 31, 2024 and 2023, the number of Moody’s employees was as follows: December 31, Change 2024 2023 (1) % MA U.S. 2,989 2,992 — % Non-U.S. 5,156 4,872 6 % Total 8,145 7,864 4 % MIS U.S. 1,571 1,490 5 % Non-U.S. 4,186 3,870 8 % Total 5,757 5,360 7 % MSS U.S. 696 749 (7) % Non-U.S. 1,240 1,187 4 % Total 1,936 1,936 — % Total MCO U.S. 5,256 5,231 — % Non-U.S. 10,582 9,929 7 % Total 15,838 15,160 4 % (1) Certain reclassifications have been made to 2023 amounts to reflect certain departmental reorganizations and M&A integrations – MA’s employee population primarily consists of software engineers, product managers and strategists, data and operations analysts, advisory and implementation teams and economists, as well as sales, business development, and sales support professionals. – The MIS employee population primarily consists of credit analysts, data and operations analysts, credit strategy and methodology professionals, software engineers, sales and sales operations, and international strategy teams. – The MSS employee population primarily consists of information technology professionals and other professional staff such as finance, human resources, compliance, and legal that support both MA and MIS.
Biggest changeThese groups are open to all Moody's employees, with more than 5,300 employees participating globally as of December 31, 2025. 12 MOODY'S 2025 10-K Table of Contents Workforce Overview As of December 31, 2025 and 2024, the number of Moody’s employees was as follows: December 31, Change 2025 2024 % MA U.S. 2,822 2,989 (6) % Non-U.S. 4,981 5,156 (3) % Total 7,803 8,145 (4) % MIS U.S. 1,556 1,571 (1) % Non-U.S. 4,572 4,186 9 % Total 6,128 5,757 6 % MSS U.S. 665 696 (4) % Non-U.S. 1,480 1,240 19 % Total 2,145 1,936 11 % Total MCO U.S. 5,043 5,256 (4) % Non-U.S. 11,033 10,582 4 % Total (1) 16,076 15,838 2 % (1) Includes approximately 2,000 employees of majority-owned MIS affiliates for both 2025 and 2024. – MA’s employee population primarily consists of software engineers, product managers and strategists, data and operations analysts, advisory and implementation teams and economists, as well as sales, business development, and sales support professionals. – The MIS employee population primarily consists of credit analysts, data and operations analysts, credit strategy and methodology professionals, software engineers, sales and sales operations, and international strategy teams. – The MSS employee population primarily consists of information technology professionals and other professional staff such as finance, human resources, compliance, and legal that support both MA and MIS.
Moody's Analytics Moody's Investors Service MA provides data, intelligence and analytical tools to help business and financial leaders make confident decisions. For more than 115 years, MIS has been a leading provider of credit ratings, research, and risk analysis helping businesses, governments, and other entities around the globe.
Moody's Analytics Moody's Investors Service MA provides curated data, intelligence and analytical tools to help business and financial leaders make confident decisions. For more than 115 years, MIS has been a leading provider of credit ratings, research, and risk analysis helping businesses, governments, and other entities around the globe.
MA also derives a significant amount of its sales from banks and other financial services providers who are subject to regulatory oversight and who are required to conduct due diligence and pass through certain regulatory requirements to key suppliers such as MA by contract.
MA also derives a significant amount of its sales from banks, insurers and other financial services providers who are subject to regulatory oversight and who are required to conduct due diligence and pass through certain regulatory requirements to key suppliers such as MA by contract.
The SEC maintains an internet website that contains annual, quarterly and current reports, proxy and other information statements that the Company files electronically with the SEC. The SEC’s internet website is https://www.sec.gov/. Information About Our Executive Officers Name, Age, Position and Biographical Data Robert Fauber, 54 President and Chief Executive Officer Mr.
The SEC maintains an internet website that contains annual, quarterly and current reports, proxy and other information statements that the Company files electronically with the SEC. The SEC’s internet website is https://www.sec.gov/. Information About Our Executive Officers Name, Age, Position and Biographical Data Robert Fauber, 55 President and Chief Executive Officer Mr.
Mission Our mission is to be the leading source of relevant insights on exponential risk Growth Strategy Invest with intent to grow and scale Invest with intent to grow and strengthen our core business with a foundation of credibility, transparency, technology, data and analytics Invest in integrated solutions to allow customers to manage multiple risks, bringing the best of Moody's capabilities Invest to successfully scale in priority growth markets with highly differentiated products and services Investment in high growth markets Execution Priorities How we will get it done Customer first Develop our people and culture Collaborate, modernize and innovate Moody’s invests in initiatives to implement the Company’s strategy, including internally-led organic development and targeted acquisitions.
Mission Our mission is to be the leading source of relevant insights on exponential risk Growth Strategy Invest with intent to grow and scale Invest with intent to grow and strengthen our core business with a foundation of credibility, transparency, technology, data and analytics and decision enablement Invest in integrated solutions to allow customers to manage multiple risks, bringing the best of Moody's capabilities Invest to successfully scale in priority growth markets with highly differentiated products and services Execution Priorities How we will get it done Customer first Develop our people and culture Collaborate, modernize and innovate Moody’s invests in initiatives to implement the Company’s strategy, including internally-led organic development and targeted acquisitions.
Financial Statements of this annual report and are herein incorporated by reference. 10 MOODY'S 2024 10-K Table of Contents Moody's Analytics Overview MA empowers financial services, corporate and public sector customers to anticipate risks, adapt and thrive in a new era of exponential risk.
Financial Statements of this annual report and are herein incorporated by reference. 10 MOODY'S 2025 10-K Table of Contents Moody's Analytics Overview MA empowers financial services, corporate and public sector customers to anticipate risks, adapt and thrive in a new era of exponential risk.
Moody’s growth is influenced by a number of trends that impact the market for our products, including: Enablement of Gen AI Health of the world’s major economies Debt capital markets activity Disintermediation of credit markets Fiscal and monetary policy of governments Expansion of market for integrated data and analytics solutions Business investment spending, including mergers and acquisitions In an environment of increasing financial complexity and exponential risk, Moody’s expects to be well positioned to benefit from continued growth in global fixed-income market activity and more widespread use of credit ratings and integrated risk solutions.
Moody’s growth is influenced by a number of trends that impact the market for our products, including: Enablement of Gen AI and Agentic AI Health of the world’s major economies Debt capital markets activity, including Private Credit Disintermediation of credit markets Fiscal and monetary policy of governments Expansion of market for integrated data and analytics solutions Business investment spending, including mergers and acquisitions In an environment of increasing financial complexity and exponential risk, Moody’s is well positioned to benefit from continued growth in global fixed-income market activity and more widespread use of credit ratings and integrated risk solutions.
The Global Inclusion Council, chaired by our CEO and composed of senior leaders, is charged with oversight of our global inclusion strategy and its progress. The members of the council meet quarterly. Our governance model also includes three Regional Inclusion Councils tasked with overseeing the inclusion strategy within their respective regions. Each council meets on a quarterly basis.
The Global Inclusion Council, composed of senior leaders, is charged with oversight of our global inclusion strategy and its progress. The members of the council meet quarterly. Our governance model also includes three Regional Inclusion Councils tasked with overseeing the inclusion strategy within their respective regions. Each council meets on a quarterly basis.
The feedback received through the BES is used as a vital input into making decisions to improve employee experience and retention. As we strive to make Moody’s a place people want to come and stay, management also carefully monitors global employee turnover rates.
The feedback received through the BES is used as a vital input into making decisions to improve employee experience and retention. As we strive to make Moody’s a place people want to come and grow, management also carefully monitors local and global employee turnover rates.
Heuland held the position of Senior Vice President, Chief Financial Officer at SAP Latin America and Caribbean region, and held various other finance leadership roles in Europe and the Americas at SAP beginning in 2008. Prior to joining SAP, a global software company, Ms. Heuland spent eight years at PricewaterhouseCoopers. Ms. Heuland is a certified public accountant.
Heuland held the position of Senior Vice President, Chief Financial Officer at SAP Latin America and Caribbean region, and held various other finance leadership roles in Europe and the Americas at SAP beginning in 2008. Prior to joining SAP, a global software company, Ms. Heuland spent eight years at PricewaterhouseCoopers. Ms.
Key growth drivers include: Long-term Growth Building Blocks Economic Expansion + Value Proposition + Developing Capital Markets and Evolving Risks • GDP growth drives demand for debt capital to fund business investments • Refinancing needs support future supply • Proven rating accuracy and deeply experienced analysts • Mix of issuers and opportunistic issuance • Deepening participation in developing markets • Meeting customers’ evolving risk assessment demands, including Sustainable and Transition Finance, Private Credit, Digitalization of the financial sector, and Cybersecurity In addition to the factors noted above, growth in global fixed income markets in a given year is dependent on many macroeconomic and capital market factors including: Interest rates Business investment spending Corporate refinancing needs Merger and acquisition activity Issuer financial health Consumer borrowing levels Securitization activity Expansion of ratings coverage Expansion into emerging markets Rating fees paid by debt issuers account for most of the revenue of MIS.
Key growth drivers include: Long-term Revenue Growth Algorithm Economic Expansion + Value Proposition + Developing Capital Markets and Evolving Risks • GDP growth drives demand for debt capital to fund business investments • Refinancing needs support future supply • Proven rating accuracy and deeply experienced analysts • Mix of issuers and opportunistic issuance • Bank system capacity remains constrained • Deepening participation in developing markets • Meeting customers’ evolving risk assessment demands, including across Private Credit, Cybersecurity, and Sustainable and Transition Finance In addition to the factors noted above, growth in global fixed income markets in a given year is dependent on many macroeconomic and capital market factors including: Interest rates Business investment spending Corporate refinancing needs Merger and acquisition activity Issuer financial health Consumer borrowing levels Securitization activity Expansion of ratings coverage Expansion into emerging markets Rating fees paid by debt issuers account for most of the revenue of MIS.
The Company, primarily through MA and its affiliates, provides access to certain of its databases, SaaS and other software applications, credit risk models, assessments, research and other publications and services that contain intellectual property to its customers. These licenses are provided pursuant to standard agreements containing customary restrictions and intellectual property protections.
The Company, primarily through MA and its affiliates, provides access to certain of its databases, cloud-based, AI, and other software applications, credit, catastrophe, and other risk models, assessments, research and other publications and services that contain intellectual property to its customers. These licenses are provided pursuant to standard agreements containing customary restrictions and intellectual property protections.
The Board also oversees Moody’s policies for assessing and managing the Company's exposure to risk, including climate-related risks such as business continuity disruption and reputational or credibility concerns stemming from incorporation of climate-related risks into our credit rating methodologies, or analysis of such risks within our products and services.
The Board also oversees Moody’s policies for assessing and managing the Company's exposure to risk, including climate-related risks such as business continuity disruption and reputational or credibility concerns stemming from incorporation of climate-related risks into our credit rating methodologies and credit ratings of Moody's Ratings.
This strategic expansion has solidified our domestic rating agency's position, enhancing its capacity and reach. Competition MA competes broadly in the financial information and enterprise risk software industries against various diversified competitors. MA’s main competitors within DS are providers of software and analytic solutions. In R&I, MA faces competition from providers of economic data, financial research and analysis.
This strategic expansion has enhanced the capacity and reach of our domestic rating agency. Competition MA competes broadly in the financial information and enterprise risk software industries against various diversified competitors. MA’s main competitors within DS are providers of software and analytic solutions. In R&I, MA faces competition from providers of economic data, financial research and analysis.
Intellectual Property Moody’s and its affiliates own and control a variety of intellectual property, including but not limited to: Proprietary information Publications Databases Trademarks and Patents SaaS and other software tools and applications Domain names Research Models and methodologies Other proprietary materials that, in the aggregate, are of material importance to Moody’s business 20 MOODY'S 2024 10-K Table of Contents Management of Moody’s believes that the trademarks and related corporate names, marks and logos relating to its businesses, including those containing the term “Moody’s”, are of material importance to the Company.
Intellectual Property Moody’s and its affiliates own and control a variety of intellectual property, including but not limited to: Proprietary information Publications Databases Trademarks and Patents Cloud-based and other software tools and applications Domain names Research Models and methodologies Other proprietary materials that, in the aggregate, are of material importance to Moody’s business Management of Moody’s believes that the trademarks and related corporate names, marks and logos relating to its businesses, including those containing the term “Moody’s”, are of material importance to the Company.
What do we do? Issue, Originate, Select, Underwrite Identify, Measure, Monitor & Manage Risk Verify, Comply, Plan & Report Leveraging an unrivaled set of data, analytics, & domain expertise across... How do we do this? Credit Companies Properties Securities People Economies ESG Climate Moody’s has two reportable segments: MA and MIS.
What do we do? Issue, Originate, Select, Underwrite Identify, Measure, Monitor & Manage Risk Verify, Comply, Plan & Report Leveraging AI, decision-grade data, analytics & domain expertise across... How do we do this? Credit Companies Properties Securities People Economies Climate ESG Moody’s has two reportable segments: MA and MIS.
The Company also promotes flexible work arrangements, which support the Company's efforts to create a work atmosphere in which people feel valued and inspired to give their best. The Company has implemented a "PurposeFirst" framework, which fosters purpose-driven decisions relating to how and where Moody's teams work.
MOODY'S 2025 10-K 11 Table of Contents The Company also promotes flexible work arrangements, which support the Company's efforts to create a work atmosphere in which people feel valued and inspired to give their best. The Company has implemented a "PurposeFirst" framework, which fosters purpose-driven decisions relating to how and where Moody's teams work.
MA is comprised of: i) a premier fixed income and economic research business (Research & Insights); ii) a data business powered by the world’s largest database on companies and credit (Data & Information); and iii) three cloud-based subscription businesses serving banking, insurance and KYC workflows (Decision Solutions).
MA is comprised of: i) a premier fixed income and economic research business (Research & Insights); ii) a data business powered by the world’s largest database on companies and credit (Data & Information); and iii) three cloud-based subscription businesses serving banking, insurance and KYC workflows (Decision Solutions), enabling customers to integrate Moody's proprietary data and analytics through a number of delivery channels.
Illustrative examples include: Enhancements to ratings quality and product extensions Expansion in emerging markets New products, services, content and technology capabilities, including Gen AI, to meet customer demands Investments that extend ownership and participation in joint ventures as well as acquisitions and strategic partnerships that accelerate the ability to scale and grow Moody’s businesses In this era of exponential risk, we know that risks are interconnected, and organizations want a complete view of risk.
Illustrative examples include: Enhancements to ratings quality and product extensions Expansion in emerging markets New products, services, proprietary data and technology capabilities, including Gen AI and Agentic AI offerings, to help customers attain competitive advantage and improve internal productivity Investments that extend ownership and participation in joint ventures as well as acquisitions and strategic partnerships that accelerate the ability to scale and grow Moody’s businesses In this era of exponential risk, we know that risks are interconnected, and organizations want a complete view of risk.
Earlier in his career, he was also responsible for the research strategy for the ratings businesses and before that led Corporate Finance for the EMEA Region, European Corporates and the EMEA leveraged finance business.
Earlier in his career, he was also responsible for the research strategy for the ratings businesses and before that led Corporate Finance for the EMEA Region, European Corporates and the EMEA leveraged finance business. MOODY'S 2025 10-K 19 Table of Contents
Our comprehensive solutions support the transformation underway across various industries due to: Operational and reputational risks Digitization & Artificial Intelligence Evolving regulatory environment Fluctuations in credit and financial markets Climate change Geopolitical risks MIS Prospects for Growth Strong secular trends should continue to provide long-term growth opportunities in MIS.
Our comprehensive solutions help to provide clarity in a complex world by supporting the transformation underway across various industries due to: Operational and reputational risks Digitization & Artificial Intelligence Evolving regulatory environment Fluctuations in credit and financial markets Extreme weather impacts Geopolitical risks MIS Prospects for Growth Strong secular trends should continue to provide long-term growth opportunities in MIS.
MA's main competitors within D&I are providers of commercial and financial data. MIS competes with other CRAs and with investment banks and brokerage firms that offer credit opinions and research. Many users of MIS’s ratings also have in-house credit research capabilities.
MA's main competitors within D&I are providers of commercial and financial data. MIS competes with other CRAs and with investment banks and brokerage firms that offer credit opinions and research.
MOODY'S 2024 10-K 19 Table of Contents Regulation MIS, certain of the Company's credit rating affiliates, and many of the issuers and/or securities that MIS and the affiliates rate, are subject to extensive regulation in the U.S. (including by state and local authorities), EU, U.K. and in other countries.
Many users of MIS’s ratings also have in-house credit research capabilities. 16 MOODY'S 2025 10-K Table of Contents Regulation MIS, certain of the Company's credit rating affiliates, and many of the issuers and/or securities that MIS and the affiliates rate, are subject to extensive regulation in the U.S. (including by state and local authorities), EU, U.K. and in other countries.
Within MIS, we remain firmly committed to ratings quality, timely and insightful research, and engagement with issuers and investors. In the past year, we have enhanced our footprint in domestic markets by increasing our majority share in the GCR Africa affiliate and expanding in Latin American markets through Moody's Local domestic rating business.
Within MIS, we remain firmly committed to ratings quality, timely and insightful AI-elevated research, and engagement with issuers and investors. In the past year, we have enhanced our footprint in domestic markets by expanding in Latin American markets through Moody's Local domestic rating business, including the acquisition of ICR Chile.
West served as Managing Director—Head of MIS Ratings and Research from June 2016 to October 2019. Previously, Mr. West served as Managing Director—Head of Global Structured Finance from February 2014 to May 2016 and Managing Director—Head of Global Corporate Finance from January 2010 to January 2014.
West served as Managing Director—Head of Global Structured Finance from February 2014 to May 2016 and Managing Director—Head of Global Corporate Finance from January 2010 to January 2014.
MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental obligations, and structured finance securities.
Moody’s trusted insights can help decision-makers navigate the safest path through market turmoil and volatility. MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental obligations, and structured finance securities.
ESMA has direct supervisory responsibility for registered CRAs throughout the EU. MIS’s EU CRA subsidiaries are registered with and are subject to CRA regulation in the EU and periodic inspection by ESMA.
ESMA has direct supervisory responsibility for registered CRAs throughout the EU. MIS’s EU CRA subsidiaries are registered with ESMA and are subject to its ongoing supervision.
In addition, Moody’s licenses from third parties certain technology, data and other intellectual property rights. Specifically, Moody’s obtains licenses from third parties to use financial information (such as market and index data, financial statement data, research data, default data and security identifiers) as well as software development tools and libraries.
For example, Moody’s obtains licenses from third parties to use financial information (such as market and index data, financial statement data, research data, default data and security identifiers) as well as AI software and software development tools and libraries.
MOODY'S 2024 10-K 21 Table of Contents Name, Age, Position and Biographical Data Noémie Heuland, 47 Senior Vice President and Chief Financial Officer Ms. Heuland has served as the Company’s Senior Vice President and Chief Financial Officer since April 2024. She joined the Company most recently from Ceridian HCM Holding Inc.
Noémie Heuland, 48 Senior Vice President and Chief Financial Officer Ms. Heuland has served as the Company’s Senior Vice President and Chief Financial Officer since April 2024. She joined the Company most recently from Ceridian HCM Holding Inc.
A rating from Moody’s enables issuers to create timely, go-to-market debt strategies with the ability to capture wider investor focus and provides investors with a comprehensive view of global debt markets through our credit ratings and research. Moody’s trusted insights can help decision-makers navigate the safest path through market turmoil and volatility.
Moody's Investors Service Overview MIS is a leading global provider of credit ratings, research, and risk analysis. A rating from Moody’s enables issuers to create timely, go-to-market debt strategies with the ability to capture wider investor focus and provides investors with a comprehensive view of global debt markets through our credit ratings and research.
As an early adopter of Gen AI, Moody's expects to be well positioned to benefit from the capabilities of this technology, which will help our customers make better decisions by unlocking deeper, more integrated perspectives on risk.
As an early adopter of Gen AI and agentic AI, which Moody's believes will help our customers make better decisions by unlocking deeper, more integrated perspectives on risk, we believe Moody's has positioned itself to benefit from the capabilities of this technology and harness the proprietary insights resulting from being embedded in customer workflows.
Strategic growth drivers : NEW PRODUCT DEVELOPMENT STRONG CUSTOMER RETENTION RATES CROSS-SELLING, UPGRADES & PRICING CONTINUED SAAS TRANSITION INCREASED DISTRIBUTION CAPACITY AND PRODUCTIVITY 18 MOODY'S 2024 10-K Table of Contents Market growth drivers : Customers need to understand a large range of interconnected and emerging risks.
Strategic growth drivers : STRONG CUSTOMER RETENTION RATES CROSS-SELLING, UPSELLING & PRICING EXPANDING AND FORTIFYING OUR DATA ESTATE INNOVATION AND NEW PRODUCT DEVELOPMENT NEW DISTRIBUTION CHANNELS STRATEGIC PARTNERSHIPS MOODY'S 2025 10-K 15 Table of Contents Market growth drivers : Customers need to understand a large range of interconnected and emerging risks.
With a rich history of experience in global markets and a diverse workforce of approximately 16,000 across more than 40 countries, Moody's gives customers the comprehensive perspective needed to act with confidence and thrive. Moody's is helping customers accelerate value creation in an era of exponential risk. Moody's We provide tools that enable Banks, Insurers, Investors, Corporations and Governments to...
With a rich history of experience in global markets and a diverse workforce of approximately 16,000 across more than 40 countries, Moody's gives customers the comprehensive perspective needed to act with confidence and thrive in a dynamic global environment.
As such, the Company is taking steps to reduce emissions across its operations and value chain in accordance with its decarbonization strategy. Our decarbonization plan outlines tangible strategies for realizing our climate ambitions, including the procurement of 100% of renewable electricity in the Company’s office spaces and optimizing efficiencies in its operations through its hybrid work program.
Our decarbonization plan outlines tangible strategies for realizing our climate goals, including the procurement of 100% of renewable electricity in the Company’s office spaces and optimizing efficiencies in its operations through its hybrid work program. The costs associated with the implementation of the decarbonization plan are not expected to be material.
Through enablement of Gen AI, both internally and through certain strategic partnerships, we are in the process of evolving how we deliver insights on exponential risk to our customers. Moody’s operations are subject to various risks, as more fully described in Part I, Item 1A “Risk Factors,” inherent in conducting business on a global basis.
Moody’s operations are subject to various risks, as more fully described in Part I, Item 1A “Risk Factors,” inherent in conducting business on a global basis. MA Prospects for Growth MA provides insights on the evolving risks of our customers and supports their ability to capitalize on related opportunities.
Finally, the Compensation & Human Resources Committee oversees inclusion of sustainability-related performance goals for determining compensation of all senior executives.
Finally, the Compensation & Human Resources Committee oversees inclusion of sustainability-related performance goals for determining compensation of certain senior executives. Together, these committee functions support the development of a robust sustainability-related strategy and disclosure framework for the Company.
Additionally, we have launched a Net Zero Assessment framework to provide an independent and comparable evaluation of the strength of an entity’s carbon transition plan. 16 MOODY'S 2024 10-K Table of Contents MOODY’S STRATEGY Moody’s is a global integrated risk assessment firm that empowers organizations to anticipate, adapt and thrive in a new era of exponential risk.
MOODY'S 2025 10-K 13 Table of Contents MOODY’S STRATEGY Moody’s is a global integrated risk assessment firm that empowers organizations to anticipate, adapt and thrive in a new era of exponential risk.
The regulation will apply after an 18 month implementation period from its publication, and will subject ESG rating and/or score providers to formal regulation and supervision by ESMA. Certain products offered by MIS may fall in scope of the Regulation and we continue to assess and prepare for the implications. We do not expect MA products to fall into scope.
This new regulation will become applicable in July 2026 and will subject ESG rating and/or score providers to a number of substantive and procedural requirements and formal supervision by ESMA. Certain products currently offered by MIS may fall in scope of the Regulation and we continue to assess and prepare for the implications.
Public Finance Issuers Structured Finance Deals 190+ 1,000+ 380+ Rating Methodologies Infrastructure & Project Finance Issuers Sub-Sovereigns 140+ 50 Sovereigns Supranational Institutions MIS also generates revenue from certain non-ratings-related operations, which primarily consist of financial instruments pricing services in the Asia-Pacific region, revenue from Second Party Opinions and Net Zero Assessments and revenue from ICRA's non-ratings operations.
MIS also generates revenue from certain non-ratings-related operations, which primarily consist of financial instruments pricing services in the Asia-Pacific region, revenue from Second Party Opinions and Net Zero Assessments and revenue from ICRA's non-ratings operations. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment.
MA's combined data, analytics and cloud-based software tools deliver integrated solutions that help customers to start business relationships, monitor and manage risk, and comply and report based on global laws, rules and regulations.
MA's curated data and analytics transform information into decision-grade intelligence and power its AI-enabled cloud-based workflow tools, helping customers start business relationships, monitor and manage risk, and comply and report based on global laws, rules and regulations.
Steele was a corporate lawyer at Wilson Sonsini Goodrich & Rosati, and also held senior legal positions at several firms in financial technology, software and venture capital. Caroline Sullivan, 56 Chief Accounting Officer and Corporate Controller Ms. Sullivan has served as the Company’s Chief Accounting Officer and Corporate Controller since December 2018.
Steele joined Moody’s KMV Company in 2006 as its Chief Legal Officer, and was named General Counsel of Moody’s Analytics in January 2008. Prior to joining the Company, Mr. Steele was a corporate lawyer at Wilson Sonsini Goodrich & Rosati, and also held senior legal positions at several firms in financial technology, software and venture capital.
Our data, analytical solutions and insights help decision-makers identify opportunities and manage the risks of doing business with others.
Our solutions incorporate decades of financial and risk expertise and domain knowledge into integrated, decision-grade intelligence that can be embedded into our customers' mission-critical workflows through a variety of channels. Our data, analytical solutions and insights help decision-makers identify opportunities and manage the risks of doing business with others.
Moody’s brings together multiple data sets and develops risk analysis solutions to assess multiple risk factors (e.g., supply chain failures; cyberattacks; geopolitical tensions; sanctions and security issues; and extreme weather events).
Moody’s brings together vast amounts of curated data, creates proprietary linkages and develops risk analysis solutions that help our customers to assess multiple risk factors concurrently (e.g., supply chain failures; cyberattacks; geopolitical tensions; sanctions and security issues; and extreme weather events). 14 MOODY'S 2025 10-K Table of Contents PROSPECTS FOR GROWTH Moody’s believes that the overall long-term outlook remains favorable for continued growth from the offerings of both of our reportable segments.
The EU AI Act was published in the EU Official Journal in July 2024, though elements of the Act have different implementation periods. We continue to assess and prepare for any implications both for MA and MIS. In December 2022, the EU adopted DORA, which will apply from early 2025.
We do not currently expect MA products to fall into scope. The EU AI Act was published in the EU Official Journal in July 2024, though elements of the Act have different implementation periods and further grace periods have been proposed.
Three Pillars of Moody's Sustainability Strategy Our Actions Our Influence Our Support the decisions and actions we can take related to impacts under our direct control the actions that we can request from entities providing us with products and services the steps we take to support or enable direct action by other organizations or communities 14 MOODY'S 2024 10-K Table of Contents HUMAN CAPITAL Our employees are vital to Moody’s continued success, and we seek to create an environment that attracts, develops and sustains a highly skilled, performance-oriented and engaged workforce.
HUMAN CAPITAL Our employees are vital to Moody’s continued success, and we seek to create an environment that attracts, develops and sustains a highly skilled, performance-oriented and engaged workforce.
Our trusted and curated data is key in an environment that is increasingly using Gen AI, and we expect that the integration of our platforms will enable effective cross-selling of models, data and applications. MA's growth is also likely to be driven by quickly addressing new use cases and incorporating new risk data and analytics as needed.
Growth in MA is likely to be driven by landing new customers and expanding customer relationships across use cases over time. We believe our trusted and curated proprietary data, as well as our domain expertise, are crucial in an environment that is increasingly using Gen AI and agentic AI.
Tulenko has served as President of Moody’s Analytics since November 2019. Mr. Tulenko served as Executive Director of Moody's former Enterprise Risk Solutions LOB from 2013 to October 2019 and as Executive Director of Global Sales, Customer Service and Marketing from 2008 to 2013.
Michael West, 57 President, Moody’s Investors Service Mr. West has served as President of Moody’s Investors Service, Inc. since November 2019. Mr. West served as Managing Director—Head of MIS Ratings and Research from June 2016 to October 2019. Previously, Mr.
The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment. MOODY'S 2024 10-K 13 Table of Contents Sustainability Moody's aims to deliver value to all stakeholders, including customers, employees, partners, communities, and stockholders. We consider sustainability in our operations, products, and services.
Sustainability Moody's manages its business with the goal of delivering value to all of its stakeholders, including its customers, employees, business partners, local communities, and stockholders. Moody's considers sustainability-related factors throughout our operations, value chain, products, and services.
Removed
MA creates a holistic view on risk provided by our vast set of proprietary data, analytics, and domain expertise across a range of areas, including credit, companies, properties, securities, people, economies, ESG, climate and more. MA's integrated and technology-enabled solutions provide unique capabilities and insights that are embedded in customer workflows.
Added
Moody’s offerings are distinguished by our vast proprietary and curated data and validated analytical models, which provide the trusted foundation that enable our customers to navigate an increasingly complex risk landscape. Moody’s solutions enable the transformation of information into decision-grade intelligence, which is deeply interconnected across risk domains.
Removed
MOODY'S 2024 10-K 11 Table of Contents MA by the Numbers 14,800+ 6,700+ 800+ MA Customers Corporates and Professional Services Real Estate Entities 165+ 2,600+ 600+ Countries where MA customers operate Commercial Banks Educational Institutions 1,900+ 200+ Asset Managers Securities Dealers and Investment Banks 900+ 200+ Government Entities Others 900+ Insurance Companies 12 MOODY'S 2024 10-K Table of Contents Moody's Investors Service Overview MIS is a leading global provider of credit ratings, research, and risk analysis.
Added
Moody's also offers valuable insights into financial stability and creditworthiness for organizations, debt instruments, and securities, serving a key role in bringing transparency to the global debt markets.
Removed
The Benefits of a Moody's Rating Investors seek Moody's opinions and particularly value the knowledge of its analysts and the depth of Moody's research Access to capital Transparency, credit comparison and market stability Planning and budgeting Analytical capabilities • Moody’s opinions on credit are used by institutional investors throughout the world, making an issuer’s debt potentially more attractive to a wide range of buyers. • Signals a willingness by issuers to be transparent and provides issuers with an independent assessment against which to compare creditworthiness. • May help issuers when formulating internal capital plans and funding strategies. • Among ratings advisors, Moody’s has a strong position and is well-recognized for the depth and breadth of its analytical capabilities. • A Moody’s rating may facilitate access to both domestic and international debt capital. • Moody’s ratings and research reports may help maintain investor confidence, especially during periods of market stress.
Added
Moody's is helping customers accelerate value creation in an era of exponential risk by embedding our decision-grade intelligence directly into customer workflows Moody's Ratings Research & Insights Data & Information Decision Solutions Banking Insurance KYC Agency of Choice Premier fixed income research business Unparalleled, decision-grade intelligence Serving mission critical workflows across lending, underwriting, and KYC Enabling Banks, Insurers, Investors, Corporations and Governments to...
Removed
MIS by the Numbers $75.8+ trillion 4,800+ 3,300+ Total Rated Debt Outstanding Non-Financial Corporates Financial Institutions 33,300+ 14,400+ 8,900+ Rated Organizations and Structured Deals U.S.
Added
We use our expertise, technology tools, and research and analytical services to help other organizations evaluate sustainability-related risk and make better risk mitigation and planning decisions. The Company provides updated information on its sustainability strategy and progress via its sustainability website, and discloses information frequently requested by investors via its sustainability-related disclosures website.
Removed
We use our expertise to make a positive impact, helping others understand the link between sustainability and global markets.
Added
Our operating model includes 11 active BRGs which represent 51 chapters.
Removed
In 2024, Moody's received multiple awards for its sustainability efforts, including: • Recognized among America’s 100 Most JUST Companies by JUST Capital and CNBC for its commitment to serving its workforce, customers, communities, the environment, and stockholders for its sustainability-related efforts; • Made CDP's 2023 Climate Change 'A' List, in recognition of Moody's leadership in corporate transparency and actions taken in response to climate change; • Named to the 2023 Dow Jones Sustainability Indices - World and North America, an annual listing of publicly traded companies, recognizing Moody's for its strong corporate sustainability practices; and • Recognized as a 2023 CDP Supplier Engagement leader for the fourth consecutive year, ranking among the top 4% of companies assessed for supplier engagement on climate change.
Added
CLIMATE CHANGE While Moody’s operations have a limited direct environmental impact, the Company is taking steps to reduce emissions across its operations and value chain in accordance with its decarbonization strategy.
Removed
The Board maintains its collective knowledge of sustainability topics through ongoing education, such as regular presentations from management.
Added
We have integrated RMS’ climate capabilities into our existing offerings and as a result we are providing analysts and researchers with streamlined access to consistent and high-quality climate insights.
Removed
Our operating model includes 11 active BRGs which represent 48 chapters. These groups are open to all Moody's employees, with more than 4,800 employees participating globally as of December 31, 2024.
Added
We are investing to maintain a highly competitive offering in this evolving field and are working with customers across all industries to better understand, manage, mitigate and report on their climate related risk exposures. Additionally, we have launched a Net Zero Assessment framework to provide an independent and comparable evaluation of the strength of an entity’s carbon transition plan.
Removed
CLIMATE CHANGE Climate change is a major challenge that demands action from all of us. While Moody’s has a limited direct environmental impact, we do have an important role to play in demonstrating proactive corporate responsibility and best practices when it comes to climate change mitigation.
Added
Through enablement of Gen AI and agentic AI, both through internal innovations and certain strategic partnerships, we are evolving how Moody's delivers insights on exponential risk to our customers with the potential to reimagine knowledge-intensive workflows, activate deeper insights and empower confident, intelligent decision-making for organizations globally.
Removed
The costs associated with the implementation of the decarbonization plan are not expected to be material. The acquisition of RMS allowed us to expand our climate data and analysis capabilities. The Company continues to take steps to integrate these capabilities into existing offerings to provide its analysts and researchers with streamlined access to consistent and high-quality climate insights.
Added
The integration of AI and agentic solutions across our platforms, grounded in and informed by our vast proprietary and curated data, enables our customers to increase their efficiency and productivity, ultimately transforming how organizations work and manage risk to make decisions.
Removed
MOODY'S 2024 10-K 17 Table of Contents PROSPECTS FOR GROWTH Moody’s believes that the overall long-term outlook remains favorable for continued growth from the offerings of both of our reportable segments.
Added
EU CRAs are also subject to DORA, which imposes a range of requirements in relation to the management of ICT risk, regulatory reporting, testing and the management of risks related to ICT services provided by third-parties. DORA also establishes an EU-wide oversight framework for ICT service providers who are designated by the EU supervisory authorities as CTPPs.
Removed
MA Prospects for Growth MA provides insights on the evolving risks of our customers and supports their ability to capitalize on related opportunities. Growth in MA is likely to be driven by landing new customers and expanding customer relationships across use cases over time.
Added
MIS is not an ICT service provider. MA is an ICT service provider but has not been designated as a CTPP. In November 2024, the EU published in the EU Official Journal a new Regulation on ESG Rating Activities.
Removed
The European Parliament and the Council of the EU, the EU co-legislators, announced they had reached agreement on the text of the Regulation on ESG Ratings Activities in February 2024. The Regulation will become law after it has been published in the EU Official Journal.
Added
The impact of the Regulation remains uncertain as it is currently being reviewed by the EU Institutions; however, it could increase the Company's costs and expose it to the risk of penalties over time. In the U.K., MIS U.K. is registered with and regulated by the FCA. The U.K.
Removed
As a credit rating agency, MIS is in scope of DORA, and accordingly, is required to undertake certain steps to ensure that its oversight and risk management of its information technology, including any functions outsourced to third-parties that provide information communication technologies, is resilient.
Added
Parliament has now passed legislation to authorize the FCA to regulate ESG ratings. Certain products currently offered by MIS may fall into scope of the legislation. The FCA has begun consulting on rules for the U.K. ESG ratings framework. We continue to assess the implications for the Company.
Removed
MA provides certain products and services to clients that may be regulated financial institutions in the EU and therefore fall in the scope of DORA. It is therefore expected that MA may receive queries from such clients in relation to those products and services, as well as requests for contractual commitments, to ensure their compliance with DORA.
Added
MOODY'S 2025 10-K 17 Table of Contents In addition, Moody’s licenses from third parties certain technology, data and other intellectual property rights.
Removed
In the U.K., MIS U.K. is registered with and regulated by the FCA. In March 2023, the FCA initiated a review of competition in the markets for certain types of wholesale market data, including credit ratings data. The review concluded at the end of February 2024.
Added
Heuland is a certified public accountant. 18 MOODY'S 2025 10-K Table of Contents Name, Age, Position and Biographical Data Richard Steele, 56 Senior Vice President and General Counsel Mr. Steele has served as the Company’s Senior Vice President and General Counsel since September 2023. Mr.

… 6 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

70 edited+27 added−9 removed124 unchanged
Biggest changeSuch conflicts could eventually affect the ability of entities to adhere to applicable laws or continue to operate in certain jurisdictions; – differing and potentially conflicting legal or civil liability, compliance and regulatory standards; – current and future regulations relating to the imposition of mandatory rotation requirements on CRAs hired by issuers of securities; – uncertain, evolving and new laws and regulations, including those applicable to the financial services industries, such as the EU’s implementation of DORA in January 2025, and to the protection of intellectual property and to the emergence of LLMs in the context of Gen AI and other technologies, such as the EU AI Act, including the effect of these laws and regulations on our customers and on the products and services that we offer; – uncertainty regarding the future relationship and increasing tensions between the U.S. and China, which may result in further restrictions or actions by the U.S. government with respect to doing business in China and/or by the Chinese government with respect to business conducted by foreign entities in China; – the possibility of nationalization, expropriation, price controls and other restrictive governmental actions; – competition with CRAs that have greater familiarity, longer operating histories and/or support from local governments or other institutions; – uncertainties in obtaining reliable data and creating products and services relevant to particular geographic markets; – reduced protection for intellectual property rights; – longer payment cycles and possible problems in collecting receivables; – differing accounting principles and standards; – difficulties in staffing and managing foreign operations; – difficulties and delays in translating documentation into foreign languages; – potentially adverse tax consequences; and – complexities of compliance with employment laws, various proposed and enacted data privacy laws, and cybersecurity rules in numerous jurisdictions.
Biggest changeSuch conflicts could eventually affect the ability of entities to adhere to applicable laws or continue to operate in certain jurisdictions; 24 MOODY'S 2025 10-K Table of Contents – differing and potentially conflicting legal or civil liability, compliance and regulatory standards; – current and future regulations relating to the imposition of mandatory rotation requirements on CRAs hired by issuers of securities; – uncertain, evolving and new laws and regulations, including employment laws, various proposed and enacted data laws including those relating to data sharing, portability of data services, cybersecurity rules, and laws and regulations applicable to the financial services industries, such as the EU’s implementation of DORA in January 2025, and to the protection of intellectual property and to the emergence of LLMs in the context of Gen AI and other technologies, such as the EU AI Act and other AI legislation, including the effect of these laws and regulations on our customers and on the products and services that we offer; – uncertainty regarding the future relationship and increasing tensions between the U.S. and China, which may result in further restrictions or actions by the U.S. government with respect to doing business in China and/or by the Chinese government with respect to business conducted by foreign entities in China; – restrictive actions of governmental authorities in the jurisdictions in which we operate which may affect trade, cross-border data transfer, and foreign investment, especially during periods of heightened tension between governmental authorities in such jurisdictions, including protective measures such as export restrictions and customs duties and tariffs, government intervention favoring local competitors, data localization efforts, and restrictions on the level of foreign ownership; – competition with CRAs that have greater familiarity, longer operating histories and/or support from local governments or other institutions; – uncertainties in obtaining reliable data and creating products and services relevant to particular geographic markets; – longer payment cycles and possible problems in collecting receivables; – differing accounting principles and standards; – difficulties in staffing and managing foreign operations; – difficulties and delays in translating documentation into foreign languages; and – potentially adverse tax consequences.
The ability to develop and successfully launch and maintain innovative products, technologies and services that anticipate customers’ and investors’ changing requirements and utilize emerging technological trends in a timely and cost-effective manner is a key factor in maintaining a competitive market position.
The ability to develop, successfully launch and maintain innovative products, technologies and services that anticipate customers’ and investors’ changing requirements and utilize emerging technological trends in a timely and cost-effective manner is a key factor in maintaining a competitive market position.
In addition to the effects of general economic conditions, including inflation and related monetary policy actions in response to inflation, changes in international conditions, including the impact of ongoing or new developments in the Russia-Ukraine military conflict and the military conflict in the Middle East, and resulting global disruptions on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from the global economic climate may give rise to or amplify many of these risks discussed below.
In addition to the effects of general economic conditions, including inflation and related monetary policy actions in response to inflation, changes in international conditions, including the impact of ongoing or new developments in the Russia-Ukraine military conflict and the military conflicts in the Middle East, and resulting global disruptions on our business and operations discussed in Item 7 of this Form 10-K and in the risk factors below, additional or unforeseen effects from the global economic climate may give rise to or amplify many of these risks discussed below.
While the Pillar II minimum tax requirement is not currently anticipated to have a material impact on the Company’s results of operations or financial position, management is evaluating and will continue to monitor the potential impact of the Pillar II global minimum tax proposals on our consolidated financial statements and related disclosures. B.
While the Pillar II minimum tax requirement is not currently anticipated to have a material impact on the Company’s results of operations or financial position, management is evaluating and will continue to monitor the potential impact of the Pillar II global minimum tax proposals on our consolidated financial statements and related disclosures.
The Company's MNPI concerning customers and clients could be improperly used by authorized or unauthorized parties, including for insider trading. The Company has implemented administrative, technical, and physical measures to detect and prevent unauthorized activity, but such precautions may not be successful.
The Company's MNPI concerning customers and clients could be improperly used by authorized or unauthorized parties, including for insider trading. The Company has implemented administrative, technical, and physical measures to detect, prevent and respond to unauthorized activity, but such precautions may not be successful.
Moody’s Acquisitions, Dispositions and Other Strategic Transactions or Investments May Not Produce Anticipated Results Exposing the Company to Future Significant Impairment Charges Relating to Its Goodwill, Intangible Assets or Property and Equipment. Moody’s regularly evaluates and enters into acquisitions, dispositions or other strategic transactions and investments to strengthen its business and grow the Company.
Moody’s Acquisitions, Dispositions and Other Strategic Transactions, Partnerships or Investments May Not Produce Anticipated Results Exposing the Company to Future Significant Impairment Charges Relating to Its Goodwill, Intangible Assets or Property and Equipment. Moody’s regularly evaluates and enters into acquisitions, dispositions or other strategic transactions, partnerships and investments to strengthen its business and grow the Company.
Current market, economic and government factors could negatively impact the volume of debt securities issued in global capital markets and the demand for credit ratings, which is materially and adversely affect the Company’s business, operating results and financial condition.
Current market, economic and government factors could negatively impact the volume of debt securities issued in global capital markets and the demand for credit ratings, which could materially and adversely affect the Company’s business, operating results and financial condition.
The Company’s operations rely on the secure processing, storage and transmission of confidential, sensitive, proprietary and other types of information. Such information relates to its business operations and confidential and sensitive information about its customers and employees in the Company’s computer systems and networks, and in those of its third-party vendors.
The Company’s operations rely on the secure access to and processing, storage and transmission of confidential, sensitive, proprietary and other types of information. Such information relates to its business operations and confidential and sensitive information about its customers and employees in the Company’s computer systems and networks, and in those of its third-party vendors.
Other laws, regulations and rules are being considered or are likely to be considered in the future may impact MA products and services, for example, by requiring certain information to be provided free of charge.
Other laws, regulations and rules that are being considered or are likely to be considered in the future may impact MA products and services, for example, by requiring certain information to be provided free of charge.
Moody’s Faces Risks Related to Protecting Its Intellectual Property Rights. Moody’s considers many aspects of its products and services to be proprietary. Failure to protect the Company’s intellectual property adequately could harm its reputation and affect the Company’s ability to compete effectively.
Moody’s Faces Risks Related to Intellectual Property Rights. Moody’s considers many aspects of its products and services to be proprietary. Failure to protect the Company’s intellectual property adequately could harm its reputation and affect the Company’s ability to compete effectively.
Additionally, the Company may be exposed to additional threats as the Company migrates its data from legacy systems to cloud-based solutions, and becomes increasingly dependent on third parties to store cloud-based data subjects.
Additionally, the Company may be exposed to threats as the Company migrates its data from legacy systems to cloud-based solutions, and becomes increasingly dependent on third parties to store cloud-based data subjects.
Further, speculation concerning the impact of legislative and regulatory initiatives, including initiatives related to the emerging technology of AI systems, operational resilience, data privacy and climate-related risks, among others, that our products and services incorporate, and the increased uncertainty over potential liability and adverse legal or judicial determinations may negatively affect Moody's stock price, affect demand for our products and services, increase our costs of operations and impact our future business plans.
Speculation concerning the impact of legislative, regulatory and government initiatives, including initiatives related to the emerging technology of AI systems, operational resilience, data privacy and climate-related risks, among others, that our products and services incorporate, and the increased uncertainty over potential liability and adverse legal or judicial determinations may negatively affect Moody's stock price, affect demand for our products and services, increase our costs of operations and impact our future business plans.
Cyber-attacks targeting Moody’s or Moody’s vendors’ technology and systems, whether from circumvention of security systems, denial-of-service attacks, ransomware, malware, hacking, social engineering or "phishing" attacks, deepfake attacks, computer viruses, employee or insider threats, malfeasance, supply chain attacks, physical breaches, vendor email compromise, payment fraud or other cyber-attacks some of which may be carried out by state-sponsored actors, may result in unauthorized access, exfiltration, manipulation or corruption of sensitive data, material interruptions or malfunctions in the Company’s or such vendors’ web sites or systems, applications, data processing, or disruption of other business operations.
Cyber-attacks targeting Moody’s or Moody’s vendors’ technology and systems, whether from circumvention of security systems, exploitation of security vulnerabilities, denial-of-service attacks, ransomware, malware, hacking, social engineering or "phishing" attacks, deepfake attacks, computer viruses, employee or insider threats, malfeasance, supply chain attacks, physical breaches, vendor email compromise, payment fraud or other cyber-attacks some of which may be carried out by state-sponsored actors, may result in unauthorized access, exfiltration, manipulation, encryption or corruption of sensitive data, material interruptions or malfunctions in the Company’s or such vendors’ web sites or systems, applications, data processing, or disruption of other business operations.
Changes in the tax, accounting and other laws, treaties, regulations, policies and administrative practices, or changes to their interpretation or enforcement, including changes applicable to multinational corporations such as the Base Erosion Profit Shifting and the global minimum tax rate initiatives being led by the OECD, which requires companies to disclose more information to tax authorities on operations around the world, and the EU’s state aid rulings, could have a material adverse effect on the Company’s effective tax rate, results of operations and financial condition and may lead to greater audit scrutiny of profits earned in various countries.
Changes in the tax, accounting and other laws, treaties, regulations, policies and administrative practices, or changes to their interpretation or enforcement, including changes applicable to multinational corporations such as the Base Erosion Profit Shifting initiative being led by the OECD, which requires companies to disclose more information to tax authorities on operations around the world, and the EU’s state aid rulings, could have a material adverse effect on the Company’s effective tax rate, results of operations and financial condition and may lead to greater audit scrutiny of profits earned in various countries.
Each of these developments increase the costs and legal risk associated with the issuance of credit ratings and can have a material adverse effect on Moody’s operations, profitability and competitiveness, the demand for credit ratings and the manner in which such ratings are utilized. Moody's Analytics.
Each of these developments increases the costs and legal risk associated with the issuance of credit ratings and can have a material adverse effect on Moody’s operations, profitability and competitiveness, the demand for credit ratings and the manner in which such ratings are utilized. Moody's Analytics.
In particular, the EU has adopted a common regulatory framework for CRAs operating in the EU, continues to monitor the credit rating industry and analyze approaches that may strengthen existing regulation. The U.K. also has adopted a regulatory framework for CRAs that is based on the EU version.
In particular, the EU has adopted a common regulatory framework for CRAs operating in the EU, continues to monitor the credit rating industry and analyzes approaches that may strengthen existing regulation. The U.K. also has adopted a regulatory framework for CRAs that is based on the EU version.
For example: – MIS is subject to formal regulation and periodic or other inspections in the EU and other foreign jurisdictions, such as, but not limited to, the U.K., Australia, Singapore, Japan, and Hong Kong, where it operates through registered subsidiaries. – In the EU and the U.K., applicable rules include procedural requirements with respect to credit ratings of sovereign issuers, liability for intentional or grossly negligent failure to abide by applicable regulations, mandatory analyst rotation requirements, and restrictions on CRAs or their shareholders if certain ownership thresholds are crossed.
For example: 20 MOODY'S 2025 10-K Table of Contents – MIS is subject to formal regulation and periodic or other inspections in the EU and other foreign jurisdictions, such as, but not limited to, the U.K., Australia, Singapore, Japan, and Hong Kong, where it operates through registered subsidiaries. – In the EU and the U.K., applicable rules include procedural requirements with respect to credit ratings of sovereign issuers, liability for intentional or grossly negligent failure to abide by applicable regulations, mandatory analyst rotation requirements, and restrictions on CRAs or their shareholders if certain ownership thresholds are crossed.
See Note 21 to the consolidated financial statements for more information regarding ongoing investigations and civil litigation that the Company currently faces.
See Note 19 to the consolidated financial statements for more information regarding ongoing investigations and civil litigation that the Company currently faces.
Investment banks, investors and competitors may seek to attract analyst talent by providing more favorable working conditions or offering significantly more attractive compensation packages than Moody’s. Moody’s also may not be able to identify and hire the appropriate qualified employees in some markets outside the U.S. with the required experience or skills to perform sophisticated credit analysis.
Competitors and other companies may seek to attract analyst talent by providing more favorable working conditions or offering significantly more attractive compensation packages than Moody’s. Moody’s also may not be able to identify and hire the appropriate qualified employees in some markets outside the U.S. with the required experience or skills to perform sophisticated credit analysis.
Any significant failure, compromise, cyber-breach, interruption or a significant slowdown of operations of the Company’s infrastructure, whether due to human error, capacity constraints, hardware failure or defect, weather (including climate-related risks), natural disasters, fire, power loss, telecommunication failures, break-ins, 28 MOODY'S 2024 10-K Table of Contents sabotage, intentional acts of vandalism, acts of terrorism, political unrest, pandemic, war or otherwise, may impair the Company’s ability to deliver its products and services.
Any significant failure, compromise, cyber-breach, interruption or a significant slowdown of operations of the Company’s infrastructure, whether due to human error, capacity constraints, hardware failure or defect, weather (including climate-related risks), natural disasters, fire, power loss, telecommunication failures, break-ins, sabotage, intentional acts of vandalism, acts of terrorism, political unrest, pandemic, war or otherwise, may impair the Company’s ability to deliver its products and services.
In addition to the risks addressed elsewhere in this section, operations abroad expose Moody’s to a number of legal, economic and regulatory risks such as: – economic and geopolitical events and market conditions, such as the Russia-Ukraine military conflict and the military conflict in the Middle East, including the effect of these events and conditions on customers, customer retention and demands for our products and services; – fluctuations in interest rates and credit spreads, and exposure to exchange rate movements between foreign currencies and USD; – restrictions on the ability to convert local currency into USD and the costs, including the tax impact, of repatriating cash held by entities outside the U.S.; – U.S. laws affecting overseas operations, including domestic and foreign export and import restrictions, tariffs and other trade barriers and restrictions, such as those related to the U.S.’s relationship with China and embargoes and sanctions laws with respect to Russia, including the Russia-Ukraine military conflict.
In addition to the risks addressed elsewhere in this section, operations abroad expose Moody’s to a number of legal, economic and regulatory risks such as: – economic and geopolitical events and market conditions in countries where we have large employee populations, such as the ongoing tensions between India and Pakistan, and conflicts such as the Russia-Ukraine military conflict and the military conflicts in the Middle East, including the effect of these events and conditions on customers, customer retention and demands for our products and services; – fluctuations in interest rates and credit spreads, and exposure to exchange rate movements between foreign currencies and USD; – restrictions on the ability to convert local currency into USD and the costs, including the tax impact, of repatriating cash held by entities outside the U.S.; – U.S. laws affecting overseas operations, including domestic and foreign export and import restrictions, tariffs and other trade barriers and restrictions, such as those related to the U.S.’s relationship with China and embargoes and sanctions laws with respect to Russia, including the Russia-Ukraine military conflict.
Moody’s also MOODY'S 2024 10-K 29 Table of Contents competes indirectly against consulting firms and technology and information providers, some of whom are also suppliers to Moody’s; these indirect competitors could in the future choose to compete directly with Moody’s, cease doing business with Moody’s or change the terms under which they do business with Moody’s in a way that could negatively impact our business.
Moody’s also competes indirectly against consulting firms and technology and information providers, some of whom are also suppliers to Moody’s; these indirect competitors could in the future choose to compete directly with Moody’s, cease doing business with Moody’s or change the terms under which they do business with Moody’s in a way that could negatively impact our business.
MA’s offering of products and services relating to sanctions, KYC and financial crime may result in increased regulatory scrutiny and could expose the Company to increased risk of litigation from data subjects and other third-parties, including due to potential inaccuracies in the products and services we offer, as well as regulatory recordkeeping requirements associated with our services.
MA’s offering of products and services relating to sanctions, KYC and financial crime, as well as climate, default, and other risks may result in increased regulatory scrutiny and could expose the Company to increased risk of litigation from companies, data subjects, property owners and other third-parties, including due to potential inaccuracies in the products and services we offer, as well as regulatory recordkeeping requirements associated with our services.
Further, the Company's compliance and efforts to reduce the risk of fines, penalties or other sanctions can result in significant expenses. Legal proceedings that are increasingly lengthy can result in uncertainty over and exposure to liability. MOODY'S 2024 10-K 23 Table of Contents Moody's Investors Service. MIS operates in a highly regulated industry.
Further, the Company's compliance and efforts to reduce the risk of fines, penalties or other sanctions can result in significant expenses. Legal proceedings that are increasingly lengthy can result in uncertainty over and exposure to liability. Moody's Investors Service. MIS operates in a highly regulated industry.
Recent weak economic growth has intensified competitive pricing pressures, which may result in customers’ use of free or lower-cost information that is increasingly becoming available from alternative sources or their development of alternative, proprietary systems for assessing credit risk that replace the products currently purchased from Moody’s.
Competitive pricing pressures have intensified, which may result in customers’ use of free or lower-cost information that is increasingly becoming available from alternative sources or their development of alternative, proprietary systems for assessing credit risk that replace the products currently purchased from Moody’s.
The Third-Party Technology Moody’s uses can become obsolete or restrictive, incompatible with future versions of the Company’s products, fail to be comprehensive or accurate, unavailable or fail to operate effectively, and Moody’s business could be adversely affected when the Company is unable to timely or effectively replace such Third-Party Technology.
The Third-Party Technology Moody’s uses can become obsolete or restrictive, incompatible with future versions of the 30 MOODY'S 2025 10-K Table of Contents Company’s products, fail to be comprehensive or accurate, unavailable or fail to operate effectively, and Moody’s business could be adversely affected when the Company is unable to timely or effectively replace such Third-Party Technology.
It is difficult to accurately assess the future impact of legislative 24 MOODY'S 2024 10-K Table of Contents and regulatory requirements on MIS’s business and its customers’ businesses. If these laws and regulations, and any future rulemaking or court rulings, reduce demand for credit ratings or increase costs, MIS may be unable to pass such costs through to customers.
It is difficult to accurately assess the future impact of legislative and regulatory requirements on MIS’s business and its customers’ businesses. If these laws and regulations, and any future rulemaking or court rulings, reduce demand for credit ratings or increase costs, MIS may be unable to pass such costs through to customers.
Our reputation or business could be negatively impacted by ESG matters and our reporting of such matters Over the past several years, both in the United States and internationally, regulators, certain investors and other stakeholders have focused on various environmental, social policy, human rights, and other sustainability matters.
Our Reputation or Business Could Be Negatively Impacted by Sustainability Matters and Our Reporting of Such Matters Over the past several years, both in the United States and internationally, regulators, certain investors and other stakeholders have focused on various sustainability matters, including environmental impact, human capital, and human rights.
Moody’s ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports its businesses and the communities in which Moody’s is located, including: (i) New York City, the location of Moody’s headquarters, (ii) major cities worldwide in which Moody’s has offices, and (iii) locations that may be affected by the Russia-Ukraine military conflict and the military conflict in the Middle East.
Moody’s ability to conduct business may be materially and adversely impacted by a disruption in the infrastructure that supports its businesses and the communities in which Moody’s has large employee populations, including: (i) New York City, the location of Moody’s headquarters, (ii) India, (iii) major cities worldwide in which Moody’s has offices, and (iv) locations that may be affected by the Russia-Ukraine military conflict and the military conflicts in the Middle East.
The Company Faces Exposure to Litigation and Government Regulatory Proceedings, Investigations and Inquiries (Including Competition Market Studies) Related to Rating Opinions and Other Business Practices. Moody’s faces exposure to litigation and government and regulatory proceedings, investigations and inquiries (including market studies) related to MIS’s ratings actions, as well as other business practices and products within both MIS and MA.
Moody’s faces exposure to litigation and government and regulatory proceedings, investigations and inquiries (including market studies) related to MIS’s ratings actions, as well as other business practices and products within both MIS and MA.
Unauthorized disclosure of the foregoing information could cause our customers to lose faith in our ability to protect their confidential information, affecting the trading of their securities, damage their reputations or competitive positions and therefore cause customers to cease doing business with us, and potentially expose us to risk of litigation.
Unauthorized disclosure of the foregoing information could cause our customers to lose faith in our ability to protect their confidential information, affecting the trading of their securities, damage their reputations or competitive positions and therefore cause customers to cease doing business with us, and potentially expose us to risk of litigation or investigations and penalties from data protection or other regulators.
MOODY'S 2024 10-K 25 Table of Contents Legal and regulatory developments can result in delayed or reduced sales to MA’s customers, adversely affect MA’s relationship with such customers, increase the costs of doing business with such customers and/or result in MA assuming greater financial and legal risk under its agreements with such customers.
Legal and regulatory developments can result in delayed or reduced sales to MA’s customers, adversely affect MA’s relationship with such customers, increase the costs of doing business with such customers and/or result in MA assuming greater financial and legal risk under its agreements with such customers.
Cybersecurity incidents, including the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or 32 MOODY'S 2024 10-K Table of Contents confidential data, could cause reputational harm, loss of customers and revenue, fines, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard the Company’s customers’ information, or financial losses that are either not insured against or not fully covered through any insurance maintained by the Company.
Cybersecurity incidents, including the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data, could trigger governmental notice requirements and public disclosures, cause reputational harm, loss of customers and revenue, fines, regulatory actions and scrutiny, sanctions or other statutory penalties, litigation, liability for failure to safeguard the Company’s customers’ information, or financial losses that are either not insured against or not fully covered through any insurance maintained by the Company.
MA’s other products and services, in particular its offering of products and services relating to sanctions, KYC and financial crime, are potentially subject to various laws and regulations affecting the collection, processing and sale of data-driven solutions.
MOODY'S 2025 10-K 21 Table of Contents MA’s other products and services, in particular its offering of products and services relating to sanctions, KYC and financial crime, are potentially subject to various laws and regulations affecting the collection, processing and sale of data-driven solutions.
The Company’s ability to establish, maintain and protect its intellectual property and proprietary rights against theft, misappropriation or infringement could be materially and adversely affected by insufficient and/or changing proprietary rights and intellectual property legal protections in some jurisdictions and markets.
The Company’s ability to establish, maintain and protect its intellectual MOODY'S 2025 10-K 23 Table of Contents property and proprietary rights against theft, misappropriation or infringement could be materially and adversely affected by insufficient and/or changing proprietary rights and intellectual property legal protections in some jurisdictions and markets.
In addition, customers or others may develop alternative, proprietary systems for assessing risk, including credit and climate risk. Such developments could affect demand for Moody’s products and services and its growth prospects.
In addition, customers or 26 MOODY'S 2025 10-K Table of Contents others may develop alternative, proprietary systems for assessing risk, including credit and climate risk. Such developments could affect demand for Moody’s products and services and its growth prospects.
Operational errors, including calculation or methodological errors, or errors in software or data, whether by Moody’s or a Moody’s competitor, could also harm the reputation of the Company or the industries in which the Company operates.
Operational errors, including calculation or methodological errors, or errors in software, data or outputs from our AI-supported products, whether by Moody’s or a Moody’s competitor, could also harm the reputation of the Company or the industries in which the Company operates.
Factors that may have already affected credibility and could potentially continue to have an impact in this regard include the appearance of conflicts of interest, the performance of securities relative to the ratings assigned to such securities, the timing and nature of changes in ratings and rating methodologies, a major compliance failure, negative perceptions or publicity and increased criticism by users of ratings, regulators and legislative bodies, including as to the ratings process, or the Company’s recent sustainability strategies and our incorporation of climate- and other sustainability-related risks in the Company's rating process, and intentional, poor representation of our products and services by our partners or agents, manipulation of our products and services by third parties, or unintentional misrepresentations of Moody’s products and services in advertising materials, public relations information, social media or other external communications.
Factors that may have already affected credibility and could potentially continue to have an impact include the appearance of conflicts of interest, the performance of securities relative to the ratings assigned to such securities, the timing and nature of changes in ratings and rating methodologies, a major compliance failure, security breaches or cyber-attacks (including those impacting our third-party vendors or other service providers), accuracy and timelines of our data, analytics, AI models and outputs, negative perceptions or publicity and increased criticism by users of ratings and other Company products and services, regulators, media influencers, and legislative bodies, including as to the ratings process, or the Company’s recent sustainability strategies and our incorporation of climate and other sustainability-related risks in the Company's rating process or other product and service offerings, and intentional, poor representation of our products and services by our partners or agents, manipulation of our products and services by third parties, or unintentional misrepresentations of Moody’s products and services in advertising materials, public relations information, social media or other external communications.
Moody’s initiatives to reduce costs to counteract a decline in its business may not be sufficient. Cost reductions may be difficult or impossible to obtain in the short term, due in part to rent, technology, compliance, compensation and other fixed costs associated with some of the Company’s operations as well as the need to monitor outstanding ratings.
Cost reductions may be difficult or impossible to obtain in the short term, due in part to rent, technology, compliance, compensation and other fixed costs associated with some of the Company’s operations as well as the need to monitor outstanding ratings.
At December 31, 2024, Moody’s had $5,994 million of goodwill and $1,890 million of intangible assets on its balance sheet. Approximately 94% of the goodwill and intangible assets reside in the MA business and are allocated to the two reporting units within MA. The remaining 6% of goodwill and intangible assets reside in MIS and primarily relate to ICRA.
At December 31, 2025, Moody’s had $6,368 million of goodwill and $1,866 million of intangible assets on its balance sheet. Approximately 94% of the goodwill and intangible assets reside in the MA business and are allocated to the MA reporting unit. The remaining 6% of goodwill and intangible assets reside in MIS and primarily relate to ICRA.
The frequency and impact of extreme weather events on critical infrastructure has the potential to disrupt the Company’s ongoing operations, as well as the operations of our vendors and customers, and may result in losses and additional costs to maintain or resume operations. C. Technology Risks The Company Is Exposed to Risks Related to Cybersecurity and Protection of Confidential Information.
The frequency and impact of extreme weather events on critical infrastructure has the potential to disrupt the Company’s ongoing operations, as well as the operations of our vendors and customers, and may result in losses and additional costs to maintain or resume operations.
Changes in the economic condition of the various foreign economies in which the Company operates have an impact on the Company’s business. For example, economic uncertainty in the Eurozone or elsewhere, including, but not limited to, in Latin America, China or the Middle East, affects the number of securities offerings undertaken within those particular areas.
Changes in the economic condition of the various foreign economies in which the Company operates have an impact on the Company’s business. For example, global economic uncertainty, including in the Eurozone, affects the number of securities offerings undertaken within those particular areas.
Competitors may develop quantitative methodologies or related services, including services based on Gen AI, for assessing credit risk that customers and market participants may deem preferable, more cost-effective or more valuable than the credit risk assessment methods currently employed by Moody’s, or may position, price or market their products in manners that differ from those utilized by Moody’s.
Competitors may develop quantitative methodologies or related services, including services based on Gen AI or utilizing agentic AI workflows, for assessing credit or climate risk that customers and market participants may deem preferable, more cost-effective or more valuable than the risk assessment methods currently employed by Moody’s.
Additional procedural and substantive requirements include conditions for the issuance of credit ratings, rules regarding the organization of CRAs, restrictions on activities deemed to create a conflict of interest, including requirements that fees be based on costs and non-discriminatory, special requirements for credit ratings of structured finance instruments. – In Hong Kong, applicable rules include liability for the intentional or negligent dissemination of false and misleading information and procedural requirements for the notification of certain matters to regulators.
Additional procedural and substantive requirements include conditions for the issuance of credit ratings, rules regarding the organization of CRAs, restrictions on activities deemed to create a conflict of interest, including requirements that fees be based on costs and non-discriminatory, special requirements for credit ratings of structured finance instruments.
Further, laws such as the California Consumer Privacy Act of 2018 ("CCPA"), require among other things, covered companies to provide disclosures to consumers, and affords consumers the ability to opt-out of certain sales of personal information.
Further, laws such as the California Consumer Privacy Act of 2018 ("CCPA"), require among other things, covered companies to provide disclosures to consumers, and affords consumers the ability to opt-out of certain sales of personal information. A number of U.S. states have passed or enacted data privacy laws, including the California Privacy Rights Act of 2020 (“CPRA”).
Moody’s Is Exposed to Risks Related to Loss of Skilled Employees and Related Compensation Cost Pressures. Moody’s success depends upon its ability to recruit, retain and motivate highly skilled, experienced professionals, including financial analysts, data scientists and software engineers.
Moody’s success depends upon its ability to recruit, retain and motivate highly skilled, experienced professionals, including financial analysts, data scientists and software engineers.
Violations of such laws and regulations may result in severe fines and penalties, criminal sanctions, administrative remedies and restrictions on business conduct and could have a material adverse effect on Moody’s reputation, its ability to attract and retain employees, its business, operating results and financial condition. Moody’s Operations are Exposed to Risks from Infrastructure Malfunctions or Failures.
Violations or allegations, even if unfounded, that the Company has violated such laws and regulations may result in severe fines and penalties, criminal sanctions, administrative remedies and restrictions on business conduct and could have a material adverse effect on Moody’s reputation, its ability to attract and retain employees, its business, operating results and financial condition.
In addition, continued reliable energy sources are critical for business continuity globally and those sources too can be impacted by extreme weather.
We have offices in locations that are vulnerable to the effects of extreme weather. In addition, continued reliable energy sources are critical for business continuity globally and those sources too can be impacted by extreme weather.
For example, U.S. economic sanctions have increasingly targeted Chinese persons. In response, China issued a blocking statute that establishes a framework for limiting the effect of foreign sanctions on Chinese persons. Blocking statutes typically create conflicts of law.
For example, U.S. economic sanctions have increasingly targeted Chinese persons. In response, China issued a blocking statute that establishes a framework for limiting the effect of foreign sanctions on Chinese persons. Blocking statutes typically create conflicts of law. An entity that is subject to conflicting laws in multiple jurisdictions may need to determine a means to comply with such laws.
Moody’s efforts to secure and plan for potential disruptions of its major operating systems may not be successful. The Company also relies on third-party providers, including, increasingly, cloud-based service providers, to provide certain essential services. While the Company believes that such providers are generally reliable, the Company has limited control over the performance of such providers.
The Company also relies on third-party providers, including, increasingly, cloud-based service providers, to provide certain essential services. While the Company believes that such providers are generally reliable, the Company has limited control over the performance of such providers.
For example, in December 2022, the EU adopted DORA, which will apply from early 2025 and will require EU financial institutions to have a comprehensive governance and control framework of the management of information and communications technology risks, including risks relating to third-party providers of technology and data such as MA.
For example, DORA requires EU financial institutions to have a comprehensive governance and control framework of the management of ICT risks, including risks relating to third-party providers of technology and data such as MA.
Additionally, changes in the Presidential administration, changes in Congress, and recent judicial actions may increase the uncertainty with regard to potential changes in these laws and regulations and the enforcement of any new or existing legislation or directives by government authorities. See “Regulation” in Part I, Item 1 of this annual report on Form 10-K for more information.
Additionally, in the U.S., changes in the Presidential administration, changes in Congress, and recent judicial actions may increase the uncertainty with regard to potential changes in these laws and regulations and the enforcement of any new or existing legislation or directives by government authorities.
Despite the Company’s best efforts, it is not fully insulated from, and has in the past experienced, security threats and system disruptions. Although past incidents have not had a material adverse effect on the Company's operating results, there can be no assurance of a similar result in the future.
Although past incidents have not had a material adverse effect on the Company's operating results, there can be no assurance of a similar result in the future.
These factors include increases in or uncertainty around interest rates (as well as related monetary policy by governments in the response to factors such as inflation, inflationary pressures, increases or volatility in mortgage rates, widening credit spreads, regulatory and political developments (including the change in the U.S.
These factors include increases in or uncertainty around interest rates (as well as related monetary policy by governments in the response to factors such as inflation, inflationary pressures, increases or volatility in mortgage rates, widening credit spreads, regulatory and political developments (including evolving government policies in the U.S. and abroad, the enactment of the OBBBA, and geopolitical uncertainty in various jurisdictions where Moody's operates), difficult economic conditions, growth in the use of alternative sources of credit, and defaults by significant issuers.
We could be subject to litigation or regulatory enforcement actions regarding the accuracy, sufficiency or completeness of our sustainability-related 30 MOODY'S 2024 10-K Table of Contents disclosures. Our actual or perceived failure to achieve our sustainability-related initiatives, goals or commitments could negatively impact our reputation or otherwise materially harm our business.
Our pursuit of, or MOODY'S 2025 10-K 27 Table of Contents actual or perceived failure to achieve our sustainability-related initiatives, goals or commitments could negatively impact our reputation or otherwise materially harm our business.
Furthermore, MIS incorporates climate and other sustainability-related risks in its rating process, which also could cause reputational risk or could lead to litigation. The Company could fail to achieve, or be perceived to fail to achieve, our net zero 2040 commitment or other sustainability-related initiatives, goals or commitments.
Furthermore, MIS incorporates climate and other sustainability-related risks in its rating process, which also could cause reputational risk or could lead to regulatory action or litigation.
From time to time, laws are passed that require publication of certain information, in some cases at no cost, that the Company considers to be its intellectual property and that it currently sells or licenses for a fee, which could result in lost revenue. 26 MOODY'S 2024 10-K Table of Contents Unauthorized third parties may also try to obtain and use technology or other information that the Company regards as proprietary.
From time to time, laws are passed that require publication of certain information, in some cases at no cost, that the Company considers to be its intellectual property and that it currently sells or licenses for a fee, which could result in lost revenue. We also incorporate third-party software, including open-source software components, in certain of our products and services.
Changes in the applicability of laws and regulations could require MA to modify its data processing practices and policies and restrict or dictate how MA collects, maintains, combines and disseminates information, which could have a material adverse effect on Moody’s business, financial condition or results of operations.
The application of current and future laws relating to data access and portability may also require changes in the way that we contract for certain of our hosted data services and provide our customers of such services with the ability to terminate their relationships with us and port their data to alternative providers, and changes in the applicability of laws and regulations could require MA to modify its data processing practices and policies and restrict or dictate how MA collects, maintains, combines and disseminates information, which could have a material adverse effect on Moody’s business, financial condition or results of operations.
Furthermore, we could be criticized for the timing, scope or nature of these initiatives, goals or commitments, or for any changes to them. To the extent that our required and voluntary disclosures about such sustainability matters increase, we could be criticized for the accuracy, sufficiency or completeness of such disclosures.
To the extent that our required and voluntary disclosures about such sustainability matters increase, we could be criticized for the accuracy, sufficiency or completeness of such disclosures. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, sufficiency or completeness of our sustainability-related disclosures.
Further, many of our employees work remotely, which magnifies the importance of the integrity of our remote access security measures and may expose the Company to additional cyber risks. The Company has invested and continues to invest in risk management and information security measures in order to protect its systems and data, including employee training, disaster plans, and technical defenses.
Further, many of our employees work remotely, which magnifies the importance of the integrity of our remote access security measures and may expose the Company to additional cyber risks.
Additionally, the cost and operational consequences of implementing, maintaining and enhancing further data or system protection measures could increase significantly to overcome increasingly intense, complex and sophisticated global cyber threats. Gen AI has contributed to an increase in the prevalence and sophistication of cyber threats, expanding the Company's exposure to disruptions.
As Gen AI technologies advance, these cyber threats will increase in number and may also become more difficult to detect and stop. As a result, the cost and operational consequences of implementing, maintaining and enhancing further data or system protection measures could increase significantly to overcome increasingly intense, complex and sophisticated global cyber threats.
These goals or commitments could be challenging to achieve and costly to implement, and could result in scrutiny, criticism or claims from certain stakeholders, including governmental authorities, regulators, shareholders and customers that could negatively impact our business or reputation.
We communicate our goals and initiatives related to these matters via various public disclosures available on our website, in our filings with the SEC, and elsewhere. Failure to achieve these goals or complete initiatives could result in scrutiny, criticism or claims from certain stakeholders, including governmental authorities, regulators, shareholders and customers that could negatively impact our business or reputation.
Also, the emergence and adoption Gen AI technologies has required and will continue to require upskilling and additional training of Moody's employees, making retention and training increasingly important.
Also, the emergence and adoption Gen AI technologies and progress towards digitalization of the global economy has required and will continue to require upskilling and additional training of Moody's employees, making retention and training increasingly important, particularly in roles where demand for experienced individuals with the right skill set may exceed supply in the labor market.
Determining whether an impairment of goodwill exists can be especially difficult in periods of market or economic uncertainty and turmoil, and requires significant management estimates and judgment. In addition, the potential for goodwill impairment is increased during periods of economic uncertainty. An asset impairment charge could have a material adverse effect on Moody’s business, operating results and financial condition.
In addition, the potential for goodwill impairment is increased during periods of economic uncertainty. An asset impairment charge could have a material adverse effect on Moody’s business, operating results and financial condition. Our business could be negatively impacted by physical and transitional climate risks . As a global company, our employees and offices are subject to physical climate risks.
Failure to achieve business objectives and financial projections in any of these reporting units could result in a significant asset impairment charge, which would result in a non-cash charge to operating expenses. Goodwill and intangible assets are tested for impairment on an annual basis and also when events or changes in circumstances indicate that impairment may have occurred.
Failure to achieve business objectives 28 MOODY'S 2025 10-K Table of Contents and financial projections in any of these reporting units could result in a significant asset impairment charge, which would result in a non-cash charge to operating expenses.
The EU AI Act has introduced a risk-based framework for regulating AI systems which applies different obligations to various actors in the AI supply chain. These rules apply to, among others, product manufacturers incorporating AI systems into regulated products sold into the EU as well as to providers whose AI systems or their outputs are made available in the EU.
The EU AI Act has introduced a risk-based framework for regulating AI systems which applies different obligations to various participants in the AI supply chain.
To date, such attacks have not resulted in a material adverse impact to Moody’s business operations, but there can be no guarantee the Company will not experience such an impact in the future. If any of these risks materialize, they could have a material adverse effect on the Company’s business, financial condition or results of operations.
If any of these attacks on Moody’s or its vendors are successful, or if any of these risks materialize, they could have a material adverse effect on the Company’s business, financial condition or results of operations. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Any determination or allegations, even if unfounded, that the Company has violated sanctions, anti-bribery or anti-corruption laws could have a material adverse effect on Moody’s business, operating results and financial condition. Compliance with international and U.S. laws and regulations that apply to the Company’s international operations increases the cost of doing business in foreign jurisdictions.
Compliance with international and U.S. laws and regulations that apply to the Company’s international operations increases the cost of doing business in foreign jurisdictions.
Presidential administration and uncertainty in various jurisdictions where Moody's operates), difficult economic conditions, growth in the use of alternative sources of credit, and defaults by significant issuers. Further declines or other changes in the markets for debt securities may materially and adversely affect the Company’s business, operating results, financial condition, cash flows and prospects.
Further declines or other changes in the markets for debt securities may materially and adversely affect the Company’s business, operating results, financial condition, cash flows and prospects. Moody’s initiatives to reduce costs to counteract a decline in its business may not be sufficient.
Failure to comply with GDPR requirements could result in penalties of up to 4% of annual worldwide revenue. Additionally, other countries have enacted or are enacting data localization laws that require data to stay within their borders.
The scope of the laws that may be applicable to Moody’s is often uncertain and may be conflicting, particularly with respect to foreign laws. Additionally, other countries have enacted or are enacting data localization laws that require data to stay within their borders.
Removed
This Act will increase costs to MA including cost of establishing processes and procedures around applicability and implementation of the Act’s requirements for MA products and services. MA also faces a risk of cost of penalties or fines due to noncompliance.
Added
Some of the factors, events and contingencies discussed below may have occurred in the past, but the disclosures below are not representations as to whether or not the factors, events or contingencies have occurred in the past and instead reflect our beliefs and opinions as to the factors, events or contingencies that could materially and adversely affect us in the future.
Removed
Additionally, as Moody’s develops its Gen AI product offerings and/or increases its use of Gen AI, the Company may face increased regulatory scrutiny and exposure to increased litigation.
Added
See “Regulation” in Part I, Item 1 of this annual report on Form 10-K for more information.
Removed
An entity that is subject to conflicting MOODY'S 2024 10-K 27 Table of Contents laws in multiple jurisdictions may need to determine a means to comply with such laws.
Added
Certain products currently offered by MIS may fall into scope of the EU Regulation on ESG Rating Activities, which could impose new substantive and procedural requirements on MIS relating to those products similar to those applicable to credit ratings.
Removed
The increased presence of Gen AI in the market could also lead to increased expectations from customers and market participants that higher quality information will be delivered on advanced timelines.
Added
In addition, EU CRAs are also subject to DORA, which imposes a range of requirements in relation to the management of ICT risk, regulatory reporting, testing and the management of risks related to ICT services provided by third-parties. – In Hong Kong, applicable rules include liability for the intentional or negligent dissemination of false and misleading information and procedural requirements for the notification of certain matters to regulators.
Removed
We communicate certain sustainability initiatives, goals and commitments (including with respect to environmental matters, social matters and other matters), in our various public disclosures, Task Force on Climate-related Financial Disclosures Report, on our website, in our filings with the SEC and elsewhere.
Added
Compliance with the regulation, in its current form, could increase the Company’s costs and expose it to the risk of penalties or fines for noncompliance; however, the ultimate impact of the EU AI Act on the Company remains uncertain, as the European Commission has proposed measures intended to reduce the regulatory burden on businesses.

… 26 more changes not shown on this page.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

16 edited+1 added−3 removed14 unchanged
Biggest changeIn addition to these ongoing efforts, the Company has a set 34 MOODY'S 2024 10-K Table of Contents of third-party risk management tools through which it monitors for cybersecurity risks and threats associated with its third-party service providers.
Biggest changeInternal and external teams, including the TCRC, conduct activities such as penetration testing, red teaming, tabletop exercises and phishing drills. Results are measured and assessed for possible improvements. In addition to these ongoing efforts, the Company has a set of third-party risk management tools through which it monitors for cybersecurity risks and threats associated with its third-party service providers.
In the case of incidents that arise, the Cyber Committee, under the direction of the Board and/or executive leadership team when appropriate, works to involve all appropriate personnel with the aim of resolving the incident, performing any required remediation/reporting, and taking appropriate steps to comply with applicable laws and regulations.
In the case of incidents that arise, the TCRC, under the direction of the Board and/or executive leadership team when appropriate, works to involve all appropriate personnel with the aim of resolving the incident, performing any required remediation/reporting, and taking appropriate steps to comply with applicable laws and regulations.
The process that the Cyber Committee follows upon emergence of incidents is documented in the Company’s Incident Response Plan. Additionally, cybersecurity risks and the adequacy of associated mitigations are analyzed by senior leadership as part of the enterprise risk assessments that are reported to and discussed by the Board.
The process that the TCRC follows upon emergence of incidents is documented in the Company’s Incident Response Plan. Additionally, cybersecurity risks and the adequacy of associated mitigations are analyzed by senior leadership as part of the enterprise risk assessments that are reported to and discussed by the Board.
In addition, the Company's Internal Controls Department performs an independent assessment of the design and operating effectiveness of the Company’s network of cybersecurity controls in accordance with the NIST Framework. The results of the assessment are periodically shared with the Cyber Committee. The Company’s cybersecurity environment is also subject to routine vulnerability assessment processes.
In addition, the Company's Internal Controls Department performs an independent assessment of the design and operating effectiveness of the Company’s network of cybersecurity controls in accordance with the NIST Framework. The results of the assessment are periodically shared with the TCRC. The Company’s cybersecurity environment is also subject to routine vulnerability assessment processes.
The Incident Response Plan describes the process to be followed by the Cyber Committee in connection with the oversight of the cybersecurity environment and specific events that occur from time to time. The cybersecurity program undergoes periodic internal and external reviews.
The Incident Response Plan describes the process to be followed by the TCRC in connection with the oversight of the cybersecurity environment and specific events that occur from time to time. The cybersecurity program undergoes periodic internal and external reviews.
The cybersecurity program is an important part of the Company’s enterprise risk management (ERM), with the head of the Company’s ERM program (the Chief Risk & Resiliency Officer) sitting on the Cyber Committee, and sets forth a process for escalating certain incidents to the Company’s ERM group integrated into the Company’s Incident Response Plan.
The cybersecurity program is an important part of the Company’s enterprise risk management (ERM), with the head of the Company’s ERM program (the CRRO) sitting on the Cyber Committee, and sets forth a process for escalating certain incidents to the Company’s ERM group integrated into the Company’s Incident Response Plan.
Employees are expected to complete annual cybersecurity training, and compliance is monitored. The Company uses general and targeted phishing simulations to help employees better recognize and respond to potential threats. The training program is further enhanced by cybersecurity experts speaking at educational events. The Company also offers specialized training modules on emerging cybersecurity threats for its software development teams.
The Company uses general and targeted phishing simulations to help employees better recognize and respond to potential threats. The training program is further enhanced by cybersecurity experts speaking at educational events. The Company also offers specialized training modules on emerging cybersecurity threats for its software development teams.
The Cyber Committee, chaired by the CISO, and whose members include the CTSO, CAO and Chief Risk & Resiliency Officer, as well as other members of senior management and the legal team, is responsible for identifying cybersecurity risks and threats, recommending mitigating actions to strengthen cybersecurity resilience, and meeting risk tolerance thresholds established by senior management.
The TCRC, chaired by the CISO, and whose members include the CTSO, CAO and CRRO, as well as other members of senior management and the legal team, is responsible for identifying cybersecurity risks and threats, recommending mitigating actions to strengthen cybersecurity resilience, and meeting risk tolerance thresholds established by senior management.
Additional information on cybersecurity risks is discussed in Item 1A of Part I, “Risk Factors,” under the heading “Technology Risks,” which should be read in conjunction with the foregoing information.
Additional information on cybersecurity risks is discussed in Item 1A of Part I, “Risk Factors,” under the heading “Technology Risks,” which should be read in conjunction with the foregoing information. 32 MOODY'S 2025 10-K Table of Contents
As previously mentioned, the Company also aligns with NIST standards in connection with information security, which it uses to evaluate its cybersecurity readiness and resilience, and is required to make various filings and comply with requirements in certain jurisdictions in which it operates.
As previously mentioned, the Company also aligns with NIST standards in connection with information security, which it uses to evaluate its cybersecurity readiness and resilience, and is required to make various filings and comply with requirements in certain jurisdictions in which it operates. The Company’s cybersecurity program also includes an information security training and awareness program for all employees.
In addition, the Audit Committee of the Board of Directors regularly receives reports from management regarding the Company’s financial and compliance risks, including, but not limited to, risks relating to internal controls and cybersecurity risks. The Board receives regular updates from the CISO, CTSO, and CAO regarding matters related to technology and cybersecurity.
In addition, the Audit Committee of the Board of Directors regularly receives reports from management regarding the Company’s financial and compliance risks, including, but not limited to, risks relating to internal controls and cybersecurity risks.
The Company’s cybersecurity program also includes an information security training and awareness program called InfoSafe for all employees. The program includes annual certification to having read and understood the Company's IT Use Policy, continuing education on phishing awareness, regular communications about cybersecurity best practices, and participation in annual events like Cybersecurity Awareness Month.
The program includes annual certification to having read and understood the Company's IT Use Policy, continuing education on phishing awareness, regular communications about cybersecurity best practices, and participation in annual events like Cybersecurity Awareness Month. Employees are expected to complete annual cybersecurity training, and compliance is monitored.
In addition, this internal cybersecurity team is responsible for managing detection, mitigation and remediation of cybersecurity incidents. The internal cybersecurity team is managed by the CISO, who reports to the CAO, who is a member of the executive leadership team.
In addition, this internal cybersecurity team is responsible for managing detection, mitigation and remediation of cybersecurity incidents. At December 31, 2025, the Company’s internal cybersecurity team consisted of members located in various countries and time zones across the world, managed by the CISO, who reports to the CAO, who is a member of the executive leadership team.
Team members have both individual responsibilities and a team focus, covering areas such as network, endpoint device, and e-mail security engineering as well as operations and threat management, monitoring, and response.
The team has members with experience in governance, risk management and compliance, threat monitoring, threat emulation, penetration testing and cyber incident management. Team members have both individual responsibilities and a team focus, covering areas such as network, endpoint device, and e-mail security engineering as well as operations and threat management, monitoring, and response.
The Cyber Committee makes decisions regarding the reporting of cybersecurity concerns to the executive leadership team, who escalate issues to the Board and/or the Audit Committee as necessary.
To the extent warranted, the TCRC may additionally be convened on an ad hoc basis. The TCRC makes decisions regarding the reporting of cybersecurity concerns to the executive leadership team, who escalate issues to the Board and/or the Audit Committee as necessary.
The Cyber Committee also validates that the Company has appropriate people, process and technology capabilities to identify, mitigate and report on cybersecurity risks to the executive leadership team and the Board of Directors.
The TCRC also validates that the Company has appropriate people, process and technology capabilities to identify, mitigate and report on cybersecurity risks to the executive leadership team and the Board of Directors. The TCRC meets regularly to allow members of the internal cybersecurity team to present concerns and recommendations for decisions on preventing, identifying, mitigating, and remediating risks and threats.
Removed
At December 31, 2024, the Company’s internal cybersecurity team consisted of members located in various countries and time zones across the world. The team has members with experience in governance, risk management and compliance, threat monitoring, threat emulation, penetration testing and cyber incident management.
Added
MOODY'S 2025 10-K 31 Table of Contents The Board receives regular presentations and updates from the CISO, CRRO and CAO regarding matters related to technology and cybersecurity, including as part of enterprise risk updates that are a recurring Board agenda item.
Removed
The Cyber Committee meets regularly to allow members of the internal cybersecurity team to present concerns and recommendations for decisions on preventing, identifying, mitigating, and remediating risks and threats. To the extent warranted, the Cyber Committee may additionally be convened on an ad hoc basis.
Removed
Internal and external teams, including the Cyber Committee, conduct activities such as penetration testing, red teaming, tabletop exercises and phishing drills. Results are measured and assessed for possible improvements.

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed1 unchanged
Biggest changeITEM 2. PROPERTIES Moody’s corporate headquarters is located at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. As of December 31, 2024, Moody’s operations were conducted from 29 U.S. offices and 102 non-U.S. office locations, all of which are leased. These properties are geographically distributed to meet operating and sales requirements worldwide.
Biggest changeITEM 2. PROPERTIES Moody’s corporate headquarters is located at 7 World Trade Center at 250 Greenwich Street, New York, New York 10007. As of December 31, 2025, Moody’s operations were conducted from 24 U.S. offices and 99 non-U.S. office locations, all of which are leased. These properties are geographically distributed to meet operating and sales requirements worldwide.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

2 edited+0 added−0 removed0 unchanged
Biggest changeMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 38 The Company 38 Critical Accounting Estimates 38 Reportable Segments 41 Results of Operations 42 Market Risk 56 Liquidity and Capital Resources 57 Recently Issued Accounting Pronouncements 61 Contingencies 61 Forward-Looking Statements 61
Biggest changeMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 36 The Company 36 Critical Accounting Estimates 36 Reportable Segments 39 Results of Operations 40 Market Risk 56 Liquidity and Capital Resources 57 Recently Issued Accounting Pronouncements 63 Contingencies 63 Forward-Looking Statements 64
Item 4. MINE SAFETY DISCLOSURES 35 PART II. Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 35 Moody’s Purchases of Equity Securities 36 Common Stock Information 36 Equity Compensation Plan Information 36 Performance Graph 37 Item 7.
Item 4. MINE SAFETY DISCLOSURES 33 PART II. Item 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 33 Moody’s Purchases of Equity Securities 33 Common Stock Information 33 Equity Compensation Plan Information 34 Performance Graph 35 Item 7.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

11 edited+0 added−0 removed1 unchanged
Biggest change(2) As of the last day of each of the months. On February 5, 2024, the Board of Directors authorized $1 billion in share repurchase authority. On October 15, 2024, the Board authorized an additional $1.5 billion in share repurchase authority. At December 31, 2024, there was approximately $1.6 billion of share repurchase authority remaining under these authorizations.
Biggest change(2) As of the last day of each of the months. On October 21, 2025, the Board authorized $4 billion in share repurchase authority. At December 31, 2025, there was approximately $4.0 billion of share repurchase authority remaining under this authorization. There is no established expiration date for the remaining authorization.
The comparison assumes that $100.00 was invested in the Company’s common stock and in each of the foregoing indices on December 31, 2019. The comparison also assumes the reinvestment of dividends, if any.
The comparison assumes that $100.00 was invested in the Company’s common stock and in each of the foregoing indices on December 31, 2020. The comparison also assumes the reinvestment of dividends, if any.
Assuming payout at target, the number of shares to be issued upon the vesting of outstanding performance share awards is 315,665. (2) Does not reflect unvested restricted stock units or performance share awards included in column (a) because these awards have no exercise price.
Assuming payout at target, the number of shares to be issued upon the vesting of outstanding performance share awards is 283,070. (2) Does not reflect unvested restricted stock units or performance share awards included in column (a) because these awards have no exercise price.
This number also includes a maximum of 599,596 performance shares outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, which is the maximum number of shares issuable pursuant to performance share awards assuming the maximum payout of the target award for performance shares granted in 2022, 2023 and 2024.
This number also includes a maximum of 536,144 performance shares outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, which is the maximum number of shares issuable pursuant to performance share awards assuming the maximum payout of the target award for performance shares granted in 2023, 2024 and 2025.
A substantially greater number of the Company’s common stock is held by beneficial holders whose shares of record are held by banks, brokers and other financial institutions. EQUITY COMPENSATION PLAN INFORMATION The table below sets forth, as of December 31, 2024, certain information regarding the Company’s equity compensation plans.
A substantially greater number of the Company’s common stock is held by beneficial holders whose shares of record are held by banks, brokers and other financial institutions. MOODY'S 2025 10-K 33 Table of Contents EQUITY COMPENSATION PLAN INFORMATION The table below sets forth, as of December 31, 2025, certain information regarding the Company’s equity compensation plans.
The total return for the Company's common stock was 108% during the performance period as compared with a total return during the same period of 97% and 85% for the S&P 500 Composite Index and the Russell 3000 Financial Services Index, respectively.
The total return for the Company's common stock was 83% during the performance period as compared with a total return during the same period of 96% and 116% for the S&P 500 Composite Index and the Russell 3000 Financial Services Index, respectively.
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column (a)) (a) (b) (c) Equity compensation plans approved by security holders 2,563,379 (1) $ 267.64 18,949,656 (3) Equity compensation plans not approved by security holders — $ — — Total 2,563,379 $ 267.64 18,949,656 (1) Includes 1,927,315 options and unvested restricted stock units outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, 31,168 options and unvested restricted stock units outstanding under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan and 5,300 unvested restricted stock units outstanding under the 1998 Non-Employee Directors' Stock Incentive Plan.
Plan Category Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (2) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column (a)) (a) (b) (c) Equity compensation plans approved by security holders 2,247,957 (1) $ 313.90 18,551,584 (3) Equity compensation plans not approved by security holders — $ — — Total 2,247,957 $ 313.90 18,551,584 (1) Includes 1,693,687 options and unvested restricted stock units outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, 14,467 options and unvested restricted stock units outstanding under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan and 3,659 unvested restricted stock units outstanding under the 1998 Non-Employee Directors' Stock Incentive Plan.
There is no established expiration date for the remaining authorizations. During the fourth quarter of 2024, Moody’s issued a net 83 thousand shares under employee stock-based compensation plans. COMMON STOCK INFORMATION The Company’s common stock trades on the New York Stock Exchange under the symbol “MCO”. The number of registered shareholders of record at January 31, 2025 was 1,362.
During the fourth quarter of 2025, Moody’s issued a net 48 thousand shares under employee stock-based compensation plans. COMMON STOCK INFORMATION The Company’s common stock trades on the New York Stock Exchange under the symbol “MCO”. The number of registered shareholders of record at January 31, 2026 was 1,277.
(3) Includes 15,206,030 shares available for issuance as under the 2001 Stock Incentive Plan, of which all may be issued as options and 9,584,545 may be issued as awards of unrestricted shares, restricted stock, restricted stock units, performance shares or any other stock-based awards under the 2001 Stock Incentive Plan, 466,831 shares available for issuance as options or restricted stock units under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan, and 861,174 shares available for issuance as options, shares of restricted stock, restricted stock units or performance shares under the 1998 Directors Plan, and 2,415,621 shares available for issuance under the Company’s Employee Stock Purchase Plan. 36 MOODY'S 2024 10-K Table of Contents PERFORMANCE GRAPH The following graph compares the total cumulative shareholder return of the Company to the performance of Standard & Poor’s 500 Composite Index and the Russell 3000 Financial Services Index.
(3) Includes 14,855,368 shares available for issuance as under the 2001 Stock Incentive Plan, of which all may be issued as options and 9,291,985 may be issued as awards of unrestricted shares, restricted stock, restricted stock units, performance shares or any other stock-based awards under the 2001 Stock Incentive Plan, 469,868 shares available for issuance as options or restricted stock units under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan, and 856,877 shares available for issuance as options, shares of restricted stock, restricted stock units or performance shares under the 1998 Directors Plan, and 2,369,471 shares available for issuance under the Company’s Employee Stock Purchase Plan. 34 MOODY'S 2025 10-K Table of Contents PERFORMANCE GRAPH The following graph compares the total cumulative shareholder return of the Company to the performance of S&P 500 Composite Index and the Russell 3000 Financial Services Index.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Moody’s Corporation, the Standard & Poor’s 500 Composite Index, and the Russell 3000 Financial Services Index Year Ended December 31, 2019 2020 2021 2022 2023 2024 Moody’s Corporation $ 100.00 $ 123.28 $ 167.13 $ 120.32 $ 170.28 $ 208.01 S&P 500 Composite Index $ 100.00 $ 118.40 $ 152.39 $ 124.79 $ 157.59 $ 197.02 Russell 3000—Financial Services Index $ 100.00 $ 98.99 $ 136.16 $ 116.49 $ 142.90 $ 184.70 The comparisons in the graph above are provided in response to disclosure requirements of the SEC and are not intended to forecast or be indicative of future performance of the Company’s common stock.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN Among Moody’s Corporation, the Standard & Poor’s 500 Composite Index, and the Russell 3000 Financial Services Index Year Ended December 31, 2020 2021 2022 2023 2024 2025 Moody’s Corporation $ 100.00 $ 135.57 $ 97.60 $ 138.13 $ 168.73 $ 183.48 S&P 500 Composite Index $ 100.00 $ 128.71 $ 105.40 $ 133.10 $ 166.40 $ 196.16 Russell 3000—Financial Services Index $ 100.00 $ 137.56 $ 117.68 $ 144.37 $ 186.59 $ 215.66 The comparisons in the graph above are provided in response to disclosure requirements of the SEC and are not intended to forecast or be indicative of future performance of the Company’s common stock.
MOODY'S 2024 10-K 35 Table of Contents MOODY’S PURCHASES OF EQUITY SECURITIES For the three months ended December 31, 2024: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under The Program (2) October 1- 31 382,909 $ 471.64 374,250 $1,870 million November 1- 30 304,282 $ 474.26 304,006 $1,726 million December 1- 31 329,465 $ 486.13 326,742 $1,567 million Total 1,016,656 $ 477.15 1,004,998 (1) Includes surrender to the Company of 8,659; 276; and 2,723 shares of common stock in October, November and December, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
MOODY’S PURCHASES OF EQUITY SECURITIES For the three months ended December 31, 2025: Period Total Number of Shares Purchased (1) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Program Approximate Dollar Value of Shares That May Yet Be Purchased Under The Program (2) October 1- 31 480,352 $ 482.30 472,215 $4,170 million November 1- 30 224,252 $ 482.43 220,306 $4,064 million December 1- 31 210,351 $ 496.23 207,805 $3,960 million Total 914,955 $ 485.55 900,326 (1) Includes surrender to the Company of 8,137; 3,946; and 2,546 shares of common stock in October, November, and December, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

86 edited+29 added−15 removed91 unchanged
Biggest changeYear Ended December 31, Financial measure: 2024 2023 % Change Favorable (Unfavorable) Insight and Key Drivers of Change Compared to Prior Year Moody's total revenue $ 7,088 $ 5,916 20 % — reflects growth in both segments MA external revenue $ 3,295 $ 3,056 8 % — sustained demand for KYC, insurance offerings and SaaS-based banking solutions; — ongoing strong retention for ratings data feeds and company data applications; and — continued demand and sales growth for credit and economic research product offerings MIS external revenue $ 3,793 $ 2,860 33 % reflects issuance growth across all LOBs resulting from: — favorable market conditions for issuers, due to sustained tight credit spreads and declining interest rates that drove strong refinancing activity; and — demand from investors as yields remained high for a majority of the year Total operating and SG&A expenses $ 3,680 $ 3,319 (11 %) — higher incentive and stock-based compensation aligned with financial and operating performance; and — higher salaries and benefits reflecting an increase in headcount and annual salary increases in both segments Depreciation and amortization $ 431 $ 373 (16 %) — higher amortization relating to internally developed software, primarily related to the development of MA SaaS solutions Restructuring $ 59 $ 87 32 % — relates to the Company's restructuring programs, more fully discussed in Note 9 to the consolidated financial statements Charges related to asset abandonment $ 43 $ — NM — costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which is more fully discussed in Note 22 to the consolidated financial statements Total non-operating (expense) income, net $ (176) $ (202) 13 % — an increase in interest income of $39 million due to higher cash and short-term investment balances and higher interest rates; and — a net decrease of $30 million in foreign exchange losses recorded during the year mainly attributable to an immaterial out-of-period adjustment relating to the 2022 fiscal year recorded in the first quarter of 2023; partially offset by: — an increase in tax-related interest expense of $21 million mainly due to the favorable resolution of tax matters in the prior year Operating Margin 40.6 % 36.1 % 450BPS — operating margin and Adjusted Operating Margin (1) expansion reflects strong revenue growth, particularly in MIS, outpacing operating and SG&A expense growth Adjusted Operating Margin (1) 48.1 % 43.9 % 420BPS ETR 23.7 % 16.9 % (680BPS) — higher ETR primarily reflects tax benefits recognized in the first quarter of 2023, which resulted from the resolutions of UTPs in various U.S. and non-U.S. tax jurisdictions Diluted EPS $ 11.26 $ 8.73 29 % — increase reflects growth in operating income/Adjusted Operating Income (1) driven mainly by increases in MIS revenue, partially offset by: — a $0.76 per share benefit in the prior year resulting from the resolutions of tax matters in the first quarter of 2023 Adjusted Diluted EPS (1) $ 12.47 $ 9.90 26 % MOODY'S 2024 10-K 43 Table of Contents Moody’s Corporation Year Ended December 31, % Change Favorable (Unfavorable) 2024 2023 Revenue: United States $ 3,836 $ 3,071 25 % Non-U.S.: EMEA 2,174 1,886 15 % Asia-Pacific 629 570 10 % Americas 449 389 15 % Total Non-U.S. 3,252 2,845 14 % Total 7,088 5,916 20 % Expenses: Operating 1,945 1,687 (15 %) SG&A 1,735 1,632 (6 %) Depreciation and amortization 431 373 (16 %) Restructuring 59 87 32 % Charges related to asset abandonment 43 — NM Total 4,213 3,779 (11 %) Operating income 2,875 2,137 35 % Adjusted Operating Income (1) 3,408 2,597 31 % Interest expense, net (237) (251) 6 % Other non-operating income, net 61 49 24 % Non-operating (expense) income, net (176) (202) 13 % Net income attributable to Moody’s $ 2,058 $ 1,607 28 % Diluted weighted average shares outstanding 182.7 184.0 1 % Diluted EPS attributable to Moody’s common shareholders $ 11.26 $ 8.73 29 % Adjusted Diluted EPS (1) $ 12.47 $ 9.90 26 % Operating margin 40.6 % 36.1 % Adjusted Operating Margin (1) 48.1 % 43.9 % ETR 23.7 % 16.9 % GLOBAL REVENUE 2024 --------------------------------------------------------------------------------------- 2023 _________________________________________________ _________ ______________________________________________ Global revenue ⇑ $1,172 million U.S.
Biggest changeYear Ended December 31, Financial measure: 2025 2024 % Change Favorable (Unfavorable) Insight and Key Drivers of Change Compared to Prior Year Moody's total revenue $ 7,718 $ 7,088 9 % — reflects strong revenue growth in both segments MA external revenue $ 3,599 $ 3,295 9 % — sustained demand for insurance and KYC offerings; and — continued demand for credit research and ratings data feed product offerings — Organic constant currency revenue (1) growth was 7%, and ARR (2) grew 8% MIS external revenue $ 4,119 $ 3,793 9 % — strong investor demand and tight credit spreads supported revenue growth in all ratings LOBs Total operating and SG&A expenses $ 3,776 $ 3,680 (3 %) — higher salaries and benefits reflecting an increase in headcount, including from acquisitions, and annual salary increases; and — increases in technology infrastructure costs within the MA segment attributable to operational growth; partially offset by — a decrease in incentive compensation which aligns with financial and operational performance relative to targets Depreciation and amortization $ 480 $ 431 (11 %) — higher amortization of internally developed software, primarily related to the development of MA cloud-based solutions; and — amortization of recently acquired intangible assets Restructuring $ 108 $ 59 (83 %) — relates to the Company's restructuring programs, more fully discussed in Note 9 to the consolidated financial statements Charges related to asset abandonment $ 3 $ 43 93 % — costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which are more fully discussed in Note 22 to the consolidated financial statements Total non-operating (expense) income, net $ (221) $ (176) (26 %) — a net expense reflecting the release of an indemnification asset and tax-related interest accruals associated with the resolution of tax exposures assumed in a prior-year M&A transaction.
Those statements appear at various places throughout this annual report on Form 10-K, including in the sections entitled “Contingencies” under Item 7, “MD&A”, commencing on page 38 of this annual report on Form 10-K, under “Legal Proceedings” in Part I, Item 3, of this Form 10-K, and elsewhere in the context of statements containing the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “will,” “predict,” “potential,” “continue,” “strategy,” “aspire,” “target,” “forecast,” “project,” “estimate,” “should,” “could,” “may,” and similar expressions or words and variations thereof relating to the Company’s views on future events, trends and contingencies or otherwise convey the prospective nature of events or outcomes generally indicative of forward-looking statements.
Those statements appear at various places throughout this annual report on Form 10-K, including in the sections entitled “Contingencies” under Item 7, “MD&A”, commencing on page 36 of this annual report on Form 10-K, under “Legal Proceedings” in Part I, Item 3, of this Form 10-K, and elsewhere in the context of statements containing the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “will,” “predict,” “potential,” “continue,” “strategy,” “aspire,” “target,” “forecast,” “project,” “estimate,” “should,” “could,” “may,” and similar expressions or words and variations thereof relating to the Company’s views on future events, trends and contingencies or otherwise convey the prospective nature of events or outcomes generally indicative of forward-looking statements.
The Company excludes the aforementioned items to provide additional perspective when comparing net income and diluted EPS from period to period and across companies as the frequency and magnitude of similar transactions may vary widely across periods.
The frequency and magnitude of all of the aforementioned items may vary widely across periods and companies. The Company excludes the aforementioned items to provide additional perspective when comparing net income and diluted EPS from period to period and across companies as the frequency and magnitude of similar transactions may vary widely across periods.
The table below shows the estimated effect that a one percentage-point decrease in each of these assumptions will have on Moody’s 2025 income before provision for income taxes. These effects have been calculated using the Company’s current projections of 2025 expenses, assets and liabilities related to Moody’s Retirement Plans, which could change as updated data becomes available.
The table below shows the estimated effect that a one percentage-point decrease in each of these assumptions will have on Moody’s 2026 income before provision for income taxes. These effects have been calculated using the Company’s current projections of 2026 expenses, assets and liabilities related to Moody’s Retirement Plans, which could change as updated data becomes available.
Based on current projections, the Company estimates that net periodic expense related to Retirement Plans will be immaterial in 2025. Investments in Non-consolidated Affiliates Equity method investments are reviewed for indicators of other-than-temporary impairment on a quarterly basis. These investments are written down to fair value if there is evidence of a loss in value that is other-than-temporary.
Based on current projections, the Company estimates that net periodic expense related to Retirement Plans will be immaterial in 2026. Investments in Non-consolidated Affiliates Equity method investments are reviewed for indicators of other-than-temporary impairment on a quarterly basis. These investments are written down to fair value if there is evidence of a loss in value that is other-than-temporary.
The discount rates used to measure the present value of the Company’s benefit obligation for its Retirement Plans as of December 31, 2024 were derived using a cash flow matching method whereby the Company compares each plan’s projected payment obligations by year with the corresponding yield on the FTSE pension discount curve.
The discount rates used to measure the present value of the Company’s benefit obligation for its Retirement Plans as of December 31, 2025 were derived using a cash flow matching method whereby the Company compares each plan’s projected payment obligations by year with the corresponding yield on the FTSE pension discount curve.
Discussions related to the year ended December 31, 2023 financial results and year-to-year comparisons between the years ended December 31, 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 .
Discussions related to the year ended December 31, 2024 financial results and year-to-year comparisons between the years ended December 31, 2024 and 2023 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 .
These swaps are adjusted to fair market value based on prevailing interest rates at the end of each reporting period and fluctuations are recorded as a reduction or addition to the carrying value of the borrowing, while net interest payments are recorded as interest expense/income in the Company’s consolidated statement of operations.
These swaps are adjusted to fair market value based on prevailing interest rates at the end of each reporting period and fluctuations are recorded as a reduction or addition to the carrying value of the borrowing, while net interest payments are recorded as interest expense/income in the Company’s consolidated statements of operations.
In 2024, approximately 39% of the Company’s revenue and approximately 38% of the Company's expenses were denominated in functional currencies other than the U.S. dollar, principally in the British pound and the euro. As such, the Company is exposed to market risk from changes in FX rates.
In 2025, approximately 39% of the Company’s revenue and approximately 38% of the Company's expenses were denominated in functional currencies other than the U.S. dollar, principally in the British pound and the euro. As such, the Company is exposed to market risk from changes in FX rates.
Restructuring Charges The restructuring charges relate to the Company's restructuring programs as more fully discussed in Note 9 to the consolidated financial statements. MOODY'S 2024 10-K 55 Table of Contents Market Risk FX risk: Moody’s maintains a presence in more than 40 countries.
Restructuring Charges The restructuring charges relate to the Company's restructuring programs as more fully discussed in Note 9 to the consolidated financial statements. MOODY'S 2025 10-K 55 Table of Contents Market Risk FX risk: Moody’s maintains a presence in more than 40 countries.
This adjustment would be offset by favorable translation adjustments on the Company’s euro net investment in subsidiaries. 56 MOODY'S 2024 10-K Table of Contents Interest rate and credit risk: Interest rate swaps designated as a fair value hedge: The Company’s interest rate risk management objectives are to reduce the funding cost and volatility to the Company and to alter the interest rate exposure to a desired risk profile.
This adjustment would be offset by favorable currency translation adjustments on the Company’s euro net investment in subsidiaries. 56 MOODY'S 2025 10-K Table of Contents Interest rate and credit risk: Interest rate swaps designated as a fair value hedge: The Company’s interest rate risk management objectives are to reduce the funding cost and volatility to the Company and to alter the interest rate exposure to a desired risk profile.
Reportable Segments The Company is organized into two reportable segments at December 31, 2024: MA and MIS, which are more fully described in the section entitled “The Company” above and in Note 20 to the consolidated financial statements.
Reportable Segments The Company is organized into two reportable segments at December 31, 2025: MA and MIS, which are more fully described in the section entitled “The Company” above and in Note 20 to the consolidated financial statements.
Charges related to asset abandonment Reflects costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which is more fully discussed in Note 22 to the consolidated financial statements.
Charges related to asset abandonment Reflects costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which are more fully discussed in Note 22 to the consolidated financial statements.
A hypothetical change of 100 BPS in the SOFR-based swap rate would result in an approximate $161 million change to the fair value of the swaps, which would be offset by the change in fair value of the hedged item.
A hypothetical change of 100 BPS in the SOFR-based swap rate would result in an approximate $130 million change to the fair value of the swaps, which would be offset by the change in fair value of the hedged item.
Material Cash Requirements The Company's material cash requirements consist of the following contractual and other obligations: Financing Arrangements Indebtedness At December 31, 2024, Moody’s had $7.4 billion of outstanding debt and approximately $1 billion of additional capacity available under the Company’s CP program, which is backstopped by the $1.25 billion 2024 Credit Facility.
Material Cash Requirements The Company's material cash requirements consist of the following contractual and other obligations: Financing Arrangements Indebtedness At December 31, 2025, Moody’s had $7.2 billion of outstanding debt and approximately $1 billion of additional capacity available under the Company’s CP program, which is backstopped by the $1.25 billion 2024 Credit Facility.
If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $129 million unfavorable adjustment to OCI related to these net investment hedges.
If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $150 million unfavorable adjustment to OCI related to these net investment hedges.
Those factors, risks and uncertainties include, but are not limited to: – the impact of general economic conditions (including significant government debt and deficit levels, and inflation and related monetary policy actions by governments in response to inflation) on worldwide credit markets and on economic activity, including on the level of merger and acquisition activity, and their effects on the volume of debt and other securities issued in domestic and/or global capital markets; – the uncertain effectiveness and possible collateral consequences of U.S. and foreign government initiatives and monetary policy to respond to the current economic climate, including instability of financial institutions, credit quality concerns, and other potential impacts of volatility in financial and credit markets; – the global impacts of the Russia-Ukraine military conflict and the military conflict in the Middle East on volatility in world financial markets, on general economic conditions and GDP in the U.S. and worldwide, on global relations and on the Company's own operations and personnel; – other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, increased utilization of technologies that have the potential to intensify competition and accelerate disruption and disintermediation in the financial services industry, as well as the number of issuances of securities without ratings or securities which are rated or evaluated by non-traditional parties; – 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 actions affecting credit markets, international trade and economic policy, including those related to tariffs, tax agreements and trade barriers; – the impact of MIS’s withdrawal of its credit ratings on countries or entities within countries and of Moody’s no longer conducting commercial operations in countries where political instability warrants such actions; – concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; – the introduction or development of competing and/or emerging technologies and products; – 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; – the potential for increased competition and regulation in the jurisdictions in which we operate, including the EU; – exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which Moody’s may be subject from time to time; – provisions in U.S. legislation modifying the pleading standards and EU regulations modifying the liability standards applicable to CRAs in a manner adverse to CRAs; – provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services and the expansion of supervisory remit to include non-EU ratings used for regulatory purposes; – uncertainty regarding the future relationship between the U.S. and China; – the possible loss of key employees and the impact of the global labor environment; – failures or malfunctions of our operations and infrastructure; – any vulnerabilities to cyber threats or other cybersecurity concerns; – the timing and effectiveness of our restructuring programs; – currency and foreign exchange volatility; 62 MOODY'S 2024 10-K Table of Contents – the outcome of any review by tax authorities of Moody’s global tax planning initiatives; – exposure to potential criminal sanctions or civil remedies if Moody’s fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which Moody’s operates, including data protection and privacy laws, 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 Moody’s to successfully integrate acquired businesses; – 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, corporate or government entities.
Those factors, risks and uncertainties include, but are not limited to: – the uncertain effects of U.S. and foreign government actions affecting international trade and economic policy, including changes and volatility in tariffs and trade policies and retaliatory actions, on credit markets, customers, and customer retention, and demand for our products and services; – the impact of general economic conditions (including significant government debt and deficit levels and inflation or recessions and related monetary policy actions by governments in response thereto) on worldwide credit markets and on economic activity, including on the level of merger and acquisition activity, and their effects on the volume of debt and other securities issued in domestic and/or global capital markets; – the uncertain effects of U.S. and foreign government initiatives and monetary policy to respond to the current economic climate, including instability of financial institutions, credit quality concerns, and other potential impacts of volatility in financial and credit markets; – the impacts of geopolitical events and actions, such as the Russia-Ukraine military conflict, military conflicts in the Middle East, and tensions between India and Pakistan, and of tensions and disputes in political and global relations, on volatility in world financial markets, on general economic conditions and GDP in the U.S. and worldwide and on the Company's own operations and personnel; – other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, increased utilization of technologies that have the potential to intensify competition and accelerate disruption and disintermediation in the financial services industry, as well as the number of issuances of securities without ratings or securities which are rated or evaluated by non-traditional parties; – the level of merger and acquisition activity in the U.S. and abroad; – the impact of MIS’s withdrawal of its credit ratings on countries or entities within countries and of Moody’s no longer conducting commercial operations in countries where political instability warrants such actions; – concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings; – the introduction or development of competing and/or emerging technologies and products; – 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; – the potential for increased competition and regulation in the jurisdictions in which we operate, including the EU; – exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which Moody’s may be subject from time to time; – provisions in U.S. legislation modifying the pleading standards and EU regulations modifying the liability standards, applicable to CRAs in a manner adverse to CRAs; – provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services and the expansion of supervisory remit to include non-EU ratings used for regulatory purposes; – uncertainty regarding the future relationship between the U.S. and China; 64 MOODY'S 2025 10-K Table of Contents – the possible loss of key employees and the impact of the global labor environment; – failures or malfunctions of our operations and infrastructure; – any vulnerabilities to cyber threats or other cybersecurity concerns; – the timing and effectiveness of our restructuring programs; – currency and foreign exchange volatility; – the outcome of any review by tax authorities of Moody’s global tax planning initiatives; – exposure to potential criminal sanctions or civil remedies if Moody’s fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which Moody’s operates, including data protection and privacy laws, 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 Moody’s to successfully integrate acquired businesses; – 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, corporate or government entities.
The following table shows the impact to the fair value of the forward contracts if currencies being purchased were to weaken by 10%: Foreign Currency Forwards (1) Impact on fair value of contract Sell Buy U.S. dollar British pound $59 million unfavorable impact U.S. dollar Singapore dollar $4 million unfavorable impact U.S. dollar Canadian dollar $3 million unfavorable impact U.S. dollar Japanese yen $2 million unfavorable impact U.S. dollar Indian Rupee $2 million unfavorable impact Euro U.S. dollar $1 million unfavorable impact $71 million unfavorable impact (1) Refer to Note 6 to the consolidated financial statements in Item 8 of this Form 10-K for further detail on the forward contracts.
The following table shows the impact to the fair value of the forward contracts if currencies being purchased were to weaken by 10%: Foreign Currency Forwards (1) Impact on fair value of contract Sell Buy U.S. dollar British pound $64 million unfavorable impact U.S. dollar Euro $10 million unfavorable impact U.S. dollar Singapore dollar $4 million unfavorable impact U.S. dollar Canadian dollar $4 million unfavorable impact U.S. dollar Japanese yen $2 million unfavorable impact U.S. dollar Indian rupee $2 million unfavorable impact Euro U.S. dollar $2 million unfavorable impact $88 million unfavorable impact (1) Refer to Note 6 to the consolidated financial statements in Item 8 of this Form 10-K for further detail on the forward contracts.
(2) Refer to the section entitled "Key Performance Metrics" of this MD&A for the definition and methodology that the Company utilizes to calculate this metric. 42 MOODY'S 2024 10-K Table of Contents Year ended December 31, 2024 compared with year ended December 31, 2023 Executive Summary The following table provides an executive summary of key operating results for the year ended December 31, 2024.
(2) Refer to the section entitled "Key Performance Metrics" of this MD&A for the definition and methodology that the Company utilizes to calculate this metric. 40 MOODY'S 2025 10-K Table of Contents Year ended December 31, 2025 compared with year ended December 31, 2024 Executive Summary The following table provides an executive summary of key operating results for the year ended December 31, 2025.
As of December 31, 2024, approximately 49% of Moody’s assets were located outside the U.S., making the Company susceptible to fluctuations in FX rates. The effects of translating assets and liabilities of non-U.S. operations with non-U.S. functional currencies to the U.S. dollar are charged or credited to OCI.
As of December 31, 2025, approximately 52% of Moody’s assets were located outside the U.S., making the Company susceptible to fluctuations in FX rates. The effects of translating assets and liabilities of non-U.S. operations with non-U.S. functional currencies to the U.S. dollar are charged or credited to OCI.
For Moody’s Retirement Plans, the total actuarial losses as of December 31, 2024 that have not been recognized in annual expense are $48 million, and Moody’s expects the net periodic expense related to the amortization of net actuarial (losses)/gains will be immaterial in 2025.
For Moody’s Retirement Plans, the total actuarial losses as of December 31, 2025 that have not been recognized in annual expense are $41 million, and Moody’s expects the net periodic expense related to the amortization of net actuarial (losses)/gains will be immaterial in 2026.
These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under “Risk Factors” in Part I, Item 1A of Moody’s annual report on Form 10-K for the year ended December 31, 2024, and in other filings made by the Company from time to time with the SEC or in materials incorporated herein or therein.
These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under “Risk Factors” in Part I, Item 1A of this annual report on Form 10-K, and in other filings made by the Company from time to time with the SEC or in materials incorporated herein or therein.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains Forward-Looking Statements. See “Forward-Looking Statements” commencing on page 61 and Item 1A. “Risk Factors” commencing on page 23 for a discussion of uncertainties, risks and other factors associated with these statements.
This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains Forward-Looking Statements. See “Forward-Looking Statements” commencing on page 64 and Item 1A. “Risk Factors” commencing on page 20 for a discussion of uncertainties, risks and other factors associated with these statements.
As permitted under ASC Topic 715, the Company amortizes the impact 40 MOODY'S 2024 10-K Table of Contents of asset returns over a five-year period for purposes of calculating the market-related value of assets that is used in determining the expected return on assets’ component of annual expense and in calculating the total unrecognized gain or loss subject to amortization.
As permitted under ASC Topic 715, the Company amortizes the impact of asset returns over a five-year period for purposes of calculating the market-related value of assets that is used in determining the expected return on assets’ component of annual expense and in calculating the total unrecognized gain or loss subject to amortization.
MOODY'S 2024 10-K 41 Table of Contents Results of Operations This section of this Form 10-K generally discusses the year ended December 31, 2024 and 2023 financial results and year-to-year comparisons between these years.
MOODY'S 2025 10-K 39 Table of Contents Results of Operations This section of this Form 10-K generally discusses the year ended December 31, 2025 and 2024 financial results and year-to-year comparisons between these years.
Forward-Looking Statements Certain statements contained in this annual report on Form 10-K are forward-looking statements and are based on future expectations, plans and prospects for the Company's business and operations that involve a number of risks and uncertainties.
MOODY'S 2025 10-K 63 Table of Contents Forward-Looking Statements Certain statements contained in this annual report on Form 10-K are forward-looking statements and are based on future expectations, plans and prospects for the Company's business and operations that involve a number of risks and uncertainties.
MA leverages its industry expertise across multiple risks such as credit, market, financial crime, supply chain, catastrophe and climate to deliver integrated risk assessment solutions that enable business leaders to identify, measure and manage the implications of interrelated risks and opportunities.
MA leverages its proprietary data and analytics and deep industry knowledge across multiple risks such as credit, market, financial crime, supply chain, catastrophe and climate to deliver integrated risk assessment solutions that enable business leaders to identify, measure and manage the implications of interrelated risks and opportunities.
Euro-denominated debt As of December 31, 2024, the Company has designated €500 million of the 2015 Senior Notes and €750 million of the 2019 Senior Notes as a net investment hedge to mitigate FX exposure relating to euro denominated net investments in subsidiaries.
Euro-denominated debt As of December 31, 2025, the Company has designated €500 million of the 2015 Senior Notes and €750 million of the 2019 Senior Notes as net investment hedges to mitigate FX exposure relating to euro denominated net investments in subsidiaries.
Long-lived assets Long-lived assets, which consist primarily of amortizable intangible assets, operating lease ROU Assets and property and equipment, are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
Impairment of Long-lived assets Long-lived assets, which consist primarily of amortizable intangible assets, internal-use computer software, lease ROU Assets and property and equipment, are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
As of December 31, 2024, the Company has an unrecognized loss of $68 million, of which $19 million will be recognized in the market-related value of assets that is used to calculate the expected return on assets component of 2025 expense.
As of December 31, 2025, the Company has an unrecognized loss of $27 million, of which $20 million will be recognized in the market-related value of assets that is used to calculate the expected return on assets component of 2026 expense.
While the Company believes that the assumptions used in its calculations are reasonable, differences in actual experience or changes in assumptions could have a significant effect on the expenses, assets and liabilities related to the Company’s Retirement Plans. When actual plan experience differs from the assumptions used, actuarial gains or losses arise.
While the Company believes that the assumptions used in its calculations are reasonable, differences in actual experience or changes in assumptions could have a significant effect on the expenses, assets and liabilities related to the Company’s Retirement Plans. 38 MOODY'S 2025 10-K Table of Contents When actual plan experience differs from the assumptions used, actuarial gains or losses arise.
A tax position that meets this more-likely- MOODY'S 2024 10-K 39 Table of Contents than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
A tax position that meets this more-likely-than-not threshold is then measured and recognized at the largest amount of benefit that is greater than fifty percent likely to be realized upon effective settlement with a taxing authority.
To the extent that changes in rated issuance volumes had a material impact to MIS's revenue compared to the prior year, those impacts are discussed below. MOODY'S 2024 10-K 51 Table of Contents MOODY'S INVESTORS SERVICE REVENUE 2024 --------------------------------------------------------------------------------------- 2023 _________________________________________________ _________ ______________________________________________ MIS: Global revenue ⇑ $933 million U.S. Revenue ⇑ $696 million Non-U.S.
To the extent that changes in rated issuance volumes had a material impact to MIS's revenue compared to the prior year, those impacts are discussed below. 50 MOODY'S 2025 10-K Table of Contents MOODY'S INVESTORS SERVICE REVENUE 2025 --------------------------------------------------------------------------------------- 2024 _________________________________________________ _________ ______________________________________________ MIS: Global Revenue ⇑ $326 million U.S. Revenue ⇑ $177 million Non-U.S.
Depreciation and amortization The increase in depreciation and amortization expense primarily reflects higher amortization of internally developed software relating to the development of SaaS-based solutions. Restructuring The restructuring charges relate to the Company's restructuring programs as more fully discussed in Note 9 to the consolidated financial statements.
Depreciation and amortization The increase in depreciation and amortization expense primarily reflects higher amortization of internally developed software relating to the development of cloud-based solutions as well as the amortization of recently acquired intangible assets. Restructuring The restructuring charges relate to the Company's restructuring programs as more fully discussed in Note 9 to the consolidated financial statements.
Additional information on these interest rate swaps is disclosed in Note 6 to the consolidated financial statements located in Item 8 of this Form 10-K. Moody’s cash equivalents consist of investments in high-quality investment-grade securities within and outside the U.S. with maturities of three months or less when purchased.
Additional information on these interest rate swaps is disclosed in Note 6 to the consolidated financial statements located in Item 8 of this Form 10-K. Moody’s cash equivalents primarily consist of certificates of deposit within and outside the U.S. with maturities of three months or less when purchased.
At July 31, 2024, the Company performed quantitative assessments for each of the four reporting units in accordance with the aforementioned policy. These quantitative assessments resulted in fair values that significantly exceeded carrying value for all reporting units. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions, which are more fully described below.
The quantitative assessments performed at July 31, 2024 resulted in fair values that significantly exceeded carrying values for all reporting units. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions, which are more fully described below.
Year ended December 31, 2024 2023 Operating income $ 2,875 $ 2,137 Adjustments: Depreciation and amortization 431 373 Restructuring 59 87 Charges related to asset abandonment 43 — Adjusted Operating Income $ 3,408 $ 2,597 Operating margin 40.6 % 36.1 % Adjusted Operating Margin 48.1 % 43.9 % MOODY'S 2024 10-K 59 Table of Contents Adjusted Net Income and Adjusted Diluted EPS attributable to Moody’s common shareholders: The Company presents Adjusted Net Income and Adjusted Diluted EPS because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance.
MOODY'S 2025 10-K 59 Table of Contents Year ended December 31, 2025 2024 Operating income $ 3,351 $ 2,875 Adjustments: Depreciation and amortization 480 431 Restructuring 108 59 Charges related to asset abandonment 3 43 Adjusted Operating Income $ 3,942 $ 3,408 Operating margin 43.4 % 40.6 % Adjusted Operating Margin 51.1 % 48.1 % Adjusted Net Income and Adjusted Diluted EPS attributable to Moody’s common shareholders: The Company presents Adjusted Net Income and Adjusted Diluted EPS because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance.
For the reporting units where the Company is consistently able to conclude that no impairment exists using only a qualitative approach, the Company’s accounting policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years.
For the reporting units where the Company is consistently able to conclude that no impairment exists using only a qualitative approach, the Company’s accounting policy is to perform the second step of the aforementioned goodwill impairment assessment at least once every three years. The Company last performed quantitative assessments on all reporting units at July 31, 2024.
Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking MOODY'S 2024 10-K 61 Table of Contents statements.
Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements.
(dollars in millions) Assumptions Used for 2025 Estimated Impact on 2025 Income before Provision for Income Taxes (Decrease) Increase Weighted Average Discount Rates (1) 5.43%/5.40% $ (4) Weighted Average Assumed Compensation Growth Rate 3.60% $ 1 Assumed Long-Term Rate of Return on Pension Assets 6.60% $ (5) (1) Weighted average discount rates of 5.43% and 5.40% for pension plans and Other Retirement Plans, respectively.
(dollars in millions) Assumptions Used for 2026 Estimated Impact on 2026 Income before Provision for Income Taxes (Decrease) Increase Weighted Average Discount Rates (1) 5.24%/5.30% $ (6) Weighted Average Assumed Compensation Growth Rate 3.10% $ 1 Assumed Long-Term Rate of Return on Pension Assets 6.95% $ (5) (1) Weighted average discount rates of 5.24% and 5.30% for pension plans and Other Retirement Plans, respectively.
(9%) and internationally (8%), mainly driven by continued strong demand for company ratings feeds and data applications, which contributed to ARR (2) growth of 8% for D&I.
This growth was mainly driven by continued strong demand for ratings data feeds and company data applications, which contributed to ARR (2) growth of 7% for D&I.
Adjusted Net Income and Adjusted Diluted EPS exclude the impact of: i) amortization of acquired intangible assets; ii) restructuring charges/adjustments; iii) charges related to asset abandonment; and iv) gains on previously held equity method investments.
Adjusted Net Income and Adjusted Diluted EPS exclude the impact of: i) amortization of acquired intangible assets; ii) restructuring charges/adjustments; iii) charges related to asset abandonment; iv) gains on previously held equity method investments and v) gain on the divestiture of a business and certain direct costs to transact the divestiture.
The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes: Year Ended December 31, $ Change Favorable/ (unfavorable) 2024 2023 Net cash provided by operating activities $ 2,838 $ 2,151 $ 687 Net cash used in investing activities $ (1,056) $ (247) $ (809) Net cash used in financing activities $ (1,446) $ (1,584) $ 138 Free Cash Flow (1) $ 2,521 $ 1,880 $ 641 (1) Free Cash Flow is a non-GAAP measure and is defined by the Company as net cash provided by operating activities minus cash paid for capital additions.
Cash Flow The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes: Year Ended December 31, $ Change Favorable/ (unfavorable) 2025 2024 Net cash provided by operating activities $ 2,901 $ 2,838 $ 63 Net cash provided by (used in) investing activities $ 2 $ (1,056) $ 1,058 Net cash used in financing activities $ (3,063) $ (1,446) $ (1,617) Free Cash Flow (1) $ 2,575 $ 2,521 $ 54 (1) Free Cash Flow is a non-GAAP measure and is defined by the Company as net cash provided by operating activities minus cash paid for capital additions.
Net cash used in financing activities The $138 million decrease in cash used in financing activities was primarily attributed to: MOODY'S 2024 10-K 57 Table of Contents – a $500 million repayment of notes payable in 2023; and – a $496 million issuance of notes in the third quarter of 2024; partially offset by: – higher cash paid for treasury share repurchases in 2024 of $802 million compared to the prior year.
MOODY'S 2025 10-K 57 Table of Contents Net cash used in financing activities The $1,617 million increase in cash used in financing activities was primarily attributed to: – a $700 million repayment of notes payable in 2025; – a $496 million issuance of notes in the third quarter of 2024; and – higher cash paid for treasury share repurchases in 2025 of $315 million compared to the prior year.
Cash and cash equivalents and short-term investments The Company’s aggregate cash and cash equivalents and short-term investments of $3.0 billion at December 31, 2024 included approximately $1.7 billion located outside of the U.S. Approximately 33% of the Company’s aggregate cash and cash equivalents and short-term investments is denominated in EUR and GBP.
Cash and cash equivalents and short-term investments The Company’s aggregate cash and cash equivalents and short-term investments of $2.4 billion at December 31, 2025 included approximately $1.8 billion located outside of the U.S. Approximately 38% of the Company’s aggregate cash and cash equivalents and short-term investments is denominated in EUR and GBP.
Additionally, ARR excludes contracts related to acquisitions to provide additional perspective in assessing growth excluding the impacts from certain acquisition activity. The Company’s definition of ARR may differ from definitions utilized by other companies reporting similarly named measures, and this metric should be viewed in addition to, and not as a substitute for, financial measures presented in accordance with GAAP.
The Company’s definition of ARR may differ from definitions utilized by other companies reporting similarly named measures, and this metric should be viewed in addition to, and not as a substitute for, financial measures presented in accordance with GAAP.
Year ended December 31, Amounts in millions 2024 2023 Net income attributable to Moody’s common shareholders $ 2,058 $ 1,607 Pre-tax Acquisition-Related Intangible Amortization Expenses $ 198 $ 198 Tax on Acquisition-Related Intangible Amortization Expenses (48) (48) Net Acquisition-Related Intangible Amortization Expenses 150 150 Pre-tax restructuring $ 59 $ 87 Tax on restructuring (15) (22) Net restructuring 44 65 Pre-tax charges related to asset abandonment $ 43 $ — Tax on charges related to asset abandonment (11) — Net charges related to asset abandonment 32 — Pre-tax gain on previously held equity method investments $ (7) $ — Tax on gain on previously held equity method investments 2 — Net gain on previously held equity method investments (5) — Adjusted Net Income $ 2,279 $ 1,822 Year ended December 31, 2024 2023 Diluted earnings per share attributable to Moody’s common shareholders $ 11.26 $ 8.73 Pre-tax Acquisition-Related Intangible Amortization Expenses $ 1.08 $ 1.08 Tax on Acquisition-Related Intangible Amortization Expenses (0.26) (0.26) Net Acquisition-Related Intangible Amortization Expenses 0.82 0.82 Pre-tax restructuring $ 0.32 $ 0.47 Tax on restructuring (0.08) (0.12) Net restructuring 0.24 0.35 Pre-tax charges related to asset abandonment $ 0.24 $ — Tax on charges related to asset abandonment (0.06) — Net charges related to asset abandonment 0.18 — Pre-tax gain on previously held equity method investments $ (0.04) $ — Tax on gain on previously held equity method investments 0.01 — Net gain on previously held equity method investments (0.03) — Adjusted Diluted EPS $ 12.47 $ 9.90 60 MOODY'S 2024 10-K Table of Contents Note: the tax impacts in the table above were calculated using tax rates in effect in the jurisdiction for which the item relates.
Year ended December 31, Amounts in millions 2025 2024 Net income attributable to Moody’s common shareholders $ 2,459 $ 2,058 Pre-tax Acquisition-Related Intangible Amortization Expenses $ 215 $ 198 Tax on Acquisition-Related Intangible Amortization Expenses (52) (48) Net Acquisition-Related Intangible Amortization Expenses 163 150 Pre-tax restructuring $ 108 $ 59 Tax on restructuring (27) (15) Net restructuring 81 44 Pre-tax charges related to asset abandonment $ 3 $ 43 Tax on charges related to asset abandonment (1) (11) Net charges related to asset abandonment 2 32 Pre-tax gain on previously held equity method investments $ — $ (7) Tax on gain on previously held equity method investments — 2 Net gain on previously held equity method investments — (5) Pre-tax gain on divestiture of business $ (23) $ — Pre-tax costs to transact divestiture 2 — Tax on gain on divestiture and related costs 3 — Net gain on divestiture of business and related costs (18) — Adjusted Net Income $ 2,687 $ 2,279 60 MOODY'S 2025 10-K Table of Contents Year ended December 31, 2025 2024 Diluted earnings per share attributable to Moody’s common shareholders $ 13.67 $ 11.26 Pre-tax Acquisition-Related Intangible Amortization Expenses $ 1.20 $ 1.08 Tax on Acquisition-Related Intangible Amortization Expenses (0.29) (0.26) Net Acquisition-Related Intangible Amortization Expenses 0.91 0.82 Pre-tax restructuring $ 0.60 $ 0.32 Tax on restructuring (0.15) (0.08) Net restructuring 0.45 0.24 Pre-tax charges related to asset abandonment $ 0.02 $ 0.24 Tax on charges related to asset abandonment (0.01) (0.06) Net charges related to asset abandonment 0.01 0.18 Pre-tax gain on previously held equity method investments $ — $ (0.04) Tax on gain on previously held equity method investments — 0.01 Net gain on previously held equity method investments — (0.03) Pre-tax gain on divestiture of business $ (0.13) $ — Pre-tax costs to transact divestiture 0.01 — Tax on gain on divestiture and related costs 0.02 — Net gain on divestiture of business and related costs (0.10) — Adjusted Diluted EPS $ 14.94 $ 12.47 Note: the tax impacts in the table above were calculated using tax rates in effect in the jurisdiction for which the item relates.
The Company regularly assesses the likely outcomes of such audits in order to determine the appropriateness of liabilities for UTPs. The Company classifies interest related to income taxes as a component of interest expense in the Company’s consolidated statements of operations and associated penalties, if any, as part of other non-operating expenses.
The Company classifies interest related to income taxes as a component of interest expense in the Company’s consolidated statements of operations and associated penalties, if any, as part of other non-operating expenses.
SFG REVENUE 2024 --------------------------------------------------------------------------------------- 2023 _________________________________________________ _________ ______________________________________________ SFG: Global revenue ⇑ $113 million U.S. Revenue ⇑ $116 million Non-U.S. Revenue ⇓ $3 million Global SFG revenue for the years ended December 31, 2024 and 2023 was comprised as follows: The increase in SFG revenue of 28% reflects growth in the U.S.
Revenue ⇑ $12 million Global SFG revenue for the years ended December 31, 2025 and 2024 was comprised as follows: The increase in SFG revenue of 8% reflects growth in the U.S. (8%) and internationally (8%).
Dividends and share repurchases On February 12, 2025, the Board approved the declaration of a quarterly dividend of $0.94 per share for Moody’s common stock, payable March 14, 2025 to shareholders of record at the close of business on February 25, 2025.
Dividends and share repurchases On February 10, 2026, the Board approved the declaration of a quarterly dividend of $1.03 per share for Moody’s common stock, payable March 13, 2026 to shareholders of record at the close of business on March 2, 2026.
In addition, the Company also makes certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of its reporting units.
In addition, the Company also makes certain judgments and assumptions in allocating shared assets and liabilities to determine the carrying values for each of its reporting units. Other assets and liabilities, including applicable corporate assets, are allocated to the extent they are related to the operation of respective reporting units.
MOODY'S 2024 10-K 53 Table of Contents FIG REVENUE 2024 --------------------------------------------------------------------------------------- 2023 _________________________________________________ _________ ______________________________________________ FIG: Global revenue ⇑ $182 million U.S. Revenue ⇑ $133 million Non-U.S. Revenue ⇑ $49 million Global FIG revenue for the years ended December 31, 2024 and 2023 was comprised as follows: The increase in FIG revenue of 33% reflects growth in both the U.S.
MOODY'S 2025 10-K 53 Table of Contents PPIF REVENUE 2025 --------------------------------------------------------------------------------------- 2024 _________________________________________________ _________ ______________________________________________ PPIF: Global Revenue ⇑ $71 million U.S. Revenue ⇑ $57 million Non-U.S. Revenue ⇑ $14 million Global PPIF revenue for the years ended December 31, 2025 and 2024 was comprised as follows: The 13% increase in PPIF revenue reflects increases in both the U.S.
Furthermore, the timing and magnitude of business combination transactions are not predictable and the purchase price allocated to amortizable intangible assets and the related amortization period are unique to each acquisition and can vary significantly from period to period and across companies.
The amortization of intangible assets related to acquisitions will recur in future periods until such intangible assets have been fully amortized. Furthermore, the timing and magnitude of business combination transactions are not predictable and the purchase price allocated to amortizable intangible assets and the related amortization period are unique to each acquisition and can vary significantly from period to period.
Revenue ⇑ $165 million Global CFG revenue for the years ended December 31, 2024 and 2023 was comprised as follows : * Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue. 52 MOODY'S 2024 10-K Table of Contents The increase in CFG revenue of 39% reflects increases in both the U.S (40%) and internationally (37%).
Revenue ⇑ $88 million Global CFG revenue for the years ended December 31, 2025 and 2024 was comprised as follows : * Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.
Therefore, income tax expense is based on reported income before income taxes, and deferred income taxes reflect the effect of temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. The Company is subject to tax audits in the U.S. and various foreign jurisdictions.
Therefore, income tax expense is based on reported income before income taxes, and deferred income taxes reflect the effect of MOODY'S 2025 10-K 37 Table of Contents temporary differences between the amounts of assets and liabilities that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes.
Revenue ⇑ $237 million The increase in global MIS revenue reflects strong growth across all LOBs. CFG REVENUE 2024 --------------------------------------------------------------------------------------- 2023 _________________________________________________ _________ ______________________________________________ CFG: Global revenue ⇑ $546 million U.S. Revenue ⇑ $381 million Non-U.S.
Revenue ⇑ $149 million The increase in global MIS revenue reflects growth across all ratings LOBs. CFG REVENUE 2025 --------------------------------------------------------------------------------------- 2024 _________________________________________________ _________ ______________________________________________ CFG: Global Revenue ⇑ $182 million U.S. Revenue ⇑ $94 million Non-U.S.
For additional information on the Company's outstanding debt, CP program and 2024 Credit Facility, refer to Note 16 to the consolidated financial statements. Management may consider pursuing additional long-term financing when it is appropriate in light of cash requirements for operations, share repurchases and other strategic opportunities, which could result in higher financing costs.
Management may consider pursuing additional long-term financing when it is appropriate in light of cash requirements for operations, share repurchases and other strategic opportunities, which could result in higher financing costs.
The repayment schedule for the Company’s borrowings outstanding at December 31, 2024 is as follows: Future interest payments and fees associated with the Company's debt and credit facility are expected to be $4.7 billion, of which approximately $300 million is expected to be paid in each of the next five years, and the remaining amount expected to be paid thereafter.
The repayment schedule for the Company’s borrowings outstanding at December 31, 2025 is as follows: Future interest payments and fees associated with the Company's debt and credit facility are expected to be $3.7 billion.
Payments for the 58 MOODY'S 2024 10-K Table of Contents Company's unfunded plans are not expected to be material in either the short or long-term. For further information on the Company's pension and other retirement plan obligations, refer to Note 13 to the consolidated financial statements.
This plan is overfunded at December 31, 2025, and accordingly holds sufficient investments to fund future benefit obligations. Payments for the Company's unfunded plans are not expected to be material in either the short or long-term. For further information on the Company's pension and other retirement plan obligations, refer to Note 13 to the consolidated financial statements.
This was partially offset by a $0.76 per share benefit in the prior year related to the resolution of tax matters in the first quarter of 2023. 46 MOODY'S 2024 10-K Table of Contents Segment Results Moody’s Analytics The table below provides a summary of revenue and operating results, followed by further insight and commentary: Year Ended December 31, % Change Favorable (Unfavorable) 2024 2023 Revenue: Decision Solutions (DS) $ 1,516 $ 1,383 10 % Research and Insights (R&I) 926 884 5 % Data and Information (D&I) 853 789 8 % Total external revenue 3,295 3,056 8 % Intersegment revenue 13 13 — % Total MA Revenue 3,308 3,069 8 % Expenses: Operating and SG&A (external) 2,101 1,946 (8 %) Operating and SG&A (intersegment) 193 186 (4 %) Total operating and SG&A expense 2,294 2,132 (8 %) Adjusted Operating Income $ 1,014 $ 937 8 % Adjusted Operating Margin 30.7 % 30.5 % Depreciation and amortization 353 298 (18 %) Restructuring 42 59 29 % Charges related to asset abandonment 43 — NM MOODY'S ANALYTICS REVENUE 2024 --------------------------------------------------------------------------------------- 2023 _________________________________________________ _________ ______________________________________________ MA: Global revenue ⇑ $239 million U.S.
MOODY'S 2025 10-K 45 Table of Contents Segment Results Moody’s Analytics The table below provides a summary of revenue and operating results, followed by further insight and commentary: Year Ended December 31, % Change Favorable (Unfavorable) 2025 2024 Revenue: Decision Solutions (DS) $ 1,692 $ 1,516 12 % Research and Insights (R&I) 995 926 7 % Data and Information (D&I) 912 853 7 % Total external revenue 3,599 3,295 9 % Intersegment revenue 12 13 (8 %) Total MA Revenue 3,611 3,308 9 % Expenses: Operating and SG&A (external): Compensation expense 1,438 1,370 (5 %) Non-compensation expense 779 731 (7 %) Total Operating and SG&A (external) 2,217 2,101 (6 %) Operating and SG&A (intersegment) 198 193 (3 %) Total operating and SG&A expense 2,415 2,294 (5 %) Adjusted Operating Income $ 1,196 $ 1,014 18 % Adjusted Operating Margin 33.1 % 30.7 % Depreciation and amortization 393 353 (11 %) Restructuring 77 42 (83 %) Charges related to asset abandonment 3 43 93 % MOODY'S ANALYTICS REVENUE 2025 --------------------------------------------------------------------------------------- 2024 _________________________________________________ _________ ______________________________________________ MA: Global Revenue ⇑ $304 million U.S.
The most notable drivers of the growth reflect: – strong demand for KYC and compliance solutions reflecting increased customer and supplier risk data usage, coupled with sales growth from new customers, drove both revenue and ARR (2) growth of 18% and 17%, respectively; – Insurance revenue and ARR (2) grew 9% and 12%, respectively. – recurring revenue growth of 12% in Insurance was attributable to improved customer retention and strong demand resulting in new sales for subscription-based catastrophe modeling tools. – Banking revenue and ARR (2) grew 6% and 9%, respectively. – recurring revenue growth of 11% within Banking was supported by strong customer retention coupled with expansion of existing customer relationships to subscription-based banking offerings, which enable customers' lending, risk management and finance workflows; – the aforementioned recurring revenue growth for Insurance and Banking was partially offset by a decline in transaction revenue of 39% and 10%, respectively, reflecting MA's continued strategic shift to subscription-based solutions.
The most notable drivers of the growth in Decision Solutions are as follows: – Insurance revenue grew 15% – recurring revenue growth of 16% in Insurance was attributable to: – continued demand resulting in new sales for subscription-based revenue for catastrophe modeling tools; and – revenue from Praedicat and CAPE Analytics, which the Company acquired in the third quarter of 2024 and first quarter of 2025, respectively – Organic constant currency revenue (1) and organic constant currency recurring revenue (1) growth was 8% and 9%, respectively – ARR (2) grew 7%, reflecting the aforementioned continued demand for subscription-based catastrophe modeling tools – KYC revenue grew 19% – recurring revenue growth of 21% in KYC reflects strong demand and customer retention for KYC and compliance solutions, driven by increased customer and supplier risk data usage – Organic constant currency revenue (1) and organic constant currency recurring revenue (1) growth for KYC was 17% and 18%, respectively – ARR (2) grew 15%, reflecting the aforementioned strong demand for KYC solutions, however trailed organic constant currency recurring revenue (1) growth mainly due to certain isolated customer attrition events in 2025 MOODY'S 2025 10-K 47 Table of Contents – Banking revenue grew 3% – recurring revenue growth of 9% within Banking reflected: – expansion of existing customer relationships into cloud-hosted subscription-based banking offerings, which enable customers' lending, risk management and finance workflows; and – revenue from Numerated, which the Company acquired in the fourth quarter of 2024; partially offset by: – a decline in transaction revenue of 18%, reflecting MA's continued strategic shift to cloud-hosted subscription-based solutions – Organic constant currency revenue (1) and organic constant currency recurring revenue (1) growth for Banking was 2% and 6%, respectively – ARR (2) grew 8% reflecting the aforementioned expansion of existing customer relationships into cloud-hosted subscription-based offerings.
Revenue ⇑ $113 million Global DS revenue for the for the years ended December 31, 2024 and 2023 was comprised as follows : Global DS revenue grew 10% and reflects increases in both the U.S. (4%) and internationally (14%).
Revenue ⇑ $72 million Global DS revenue for the years ended December 31, 2025 and 2024 was comprised as follows : Global DS revenue increased 12% driven by growth in both the U.S. (18%) and internationally (8%). DS recurring revenue grew 15%.
Charges related to asset abandonment Reflects costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which is more fully discussed in Note 22 to the consolidated financial statements. 50 MOODY'S 2024 10-K Table of Contents Moody’s Investors Service The table below provides a summary of revenue and operating results, followed by further insight and commentary: Year Ended December 31, % Change Favorable (Unfavorable) 2024 2023 Revenue: Corporate finance (CFG) $ 1,950 $ 1,404 39 % Structured finance (SFG) 518 405 28 % Financial institutions (FIG) 727 545 33 % Public, project and infrastructure finance (PPIF) 564 476 18 % Total ratings revenue 3,759 2,830 33 % MIS Other 34 30 13 % Total external revenue 3,793 2,860 33 % Intersegment royalty 193 186 4 % Total 3,986 3,046 31 % Expenses: Operating and SG&A (external) 1,579 1,373 (15 %) Operating and SG&A (intersegment) 13 13 — % Total operating and SG&A expense 1,592 1,386 (15 %) Adjusted Operating Income $ 2,394 $ 1,660 44 % Adjusted Operating Margin 60.1 % 54.5 % Depreciation and amortization 78 75 (4 %) Restructuring 17 28 39 % The following chart presents changes in rated issuance volumes compared to 2023.
MOODY'S 2025 10-K 49 Table of Contents Moody’s Investors Service The table below provides a summary of revenue and operating results, followed by further insight and commentary: Year Ended December 31, % Change Favorable (Unfavorable) 2025 2024 Revenue: Corporate finance (CFG) $ 2,132 $ 1,950 9 % Structured finance (SFG) 558 518 8 % Financial institutions (FIG) 759 727 4 % Public, project and infrastructure finance (PPIF) 635 564 13 % Total ratings revenue 4,084 3,759 9 % MIS Other 35 34 3 % Total external revenue 4,119 3,793 9 % Intersegment royalty 198 193 3 % Total 4,317 3,986 8 % Expenses: Operating and SG&A (external): Compensation expense 1,136 1,169 3 % Non-compensation expense 423 410 (3 %) Total Operating and SG&A (external) 1,559 1,579 1 % Operating and SG&A (intersegment) 12 13 8 % Total operating and SG&A expense 1,571 1,592 1 % Adjusted Operating Income $ 2,746 $ 2,394 15 % Adjusted Operating Margin 63.6 % 60.1 % Depreciation and amortization 87 78 (12 %) Restructuring 31 17 (82 %) The following chart presents changes in rated issuance volumes compared to 2024.
Other assets and liabilities, including applicable corporate assets, are allocated to the extent they are related to the operation of respective reporting units. 38 MOODY'S 2024 10-K Table of Contents Methodologies and significant estimates utilized in determining the fair value of reporting units: The following is a discussion regarding the Company’s methodology for determining the fair value of its reporting units, excluding ICRA, as of July 31, 2024.
Methodologies and significant estimates utilized in determining the fair value of reporting units: The following is a discussion regarding the Company’s methodology for determining the fair value of its reporting units, excluding ICRA, as of July 31, 2024 (the date of the last quantitative assessment).
Below is a reconciliation of the Company’s net cash flows from operating activities to Free Cash Flow: Year ended December 31, 2024 2023 Net cash provided by operating activities $ 2,838 $ 2,151 Capital additions (317) (271) Free Cash Flow $ 2,521 $ 1,880 Net cash used in investing activities $ (1,056) $ (247) Net cash used in financing activities $ (1,446) $ (1,584) Key Performance Metrics: The Company presents ARR on a constant currency organic basis for its MA business as a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time.
Below is a reconciliation of the Company’s net cash flows from operating activities to Free Cash Flow: Year ended December 31, 2025 2024 Net cash provided by operating activities $ 2,901 $ 2,838 Capital additions (326) (317) Free Cash Flow $ 2,575 $ 2,521 Net cash provided by (used in) investing activities $ 2 $ (1,056) Net cash used in financing activities $ (3,063) $ (1,446) Organic Constant Currency Revenue Growth: The Company presents organic constant currency revenue growth as its non-GAAP measure of revenue growth.
Restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, and gains on previously held equity method investments are excluded as the frequency and magnitude of these items may vary widely across periods and companies.
The impact of restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure are also excluded.
Revenue ⇑ $18 million Global R&I revenue increased 5% compared to 2023 and reflects growth in both the U.S. (5%) and internationally (5%). This increase was attributable to sales growth for credit and economic research product offerings, which contributed to ARR (2) growth of 6%.
The revenue increase was attributable to sales growth for credit research product offerings, which contributed to ARR (2) growth of 8%. DATA AND INFORMATION REVENUE 2025 --------------------------------------------------------------------------------------- 2024 _________________________________________________ _________ ______________________________________________ D&I: Global Revenue ⇑ $59 million U.S. Revenue ⇑ $21 million Non-U.S.
Amounts in millions December 31, 2024 December 31, 2023 Change Growth MA ARR Decision Solutions Banking $ 457 $ 420 $ 37 9% Insurance 601 536 65 12% KYC 390 334 56 17% Total Decision Solutions $ 1,448 $ 1,290 $ 158 12% Research and Insights 942 885 57 6% Data and Information 888 821 67 8% Total MA ARR $ 3,278 $ 2,996 $ 282 9% Recently Issued Accounting Pronouncements Refer to Note 2 to the consolidated financial statements located in Part II, Item 8 on this Form 10-K for a discussion on the impact to the Company relating to recently issued accounting pronouncements.
Amounts in millions December 31, 2025 December 31, 2024 Change Growth MA ARR Banking $ 494 $ 458 $ 36 8% Insurance 649 604 45 7% KYC 436 380 56 15% Total Decision Solutions $ 1,579 $ 1,442 $ 137 10% Research and Insights 1,002 932 70 8% Data and Information 917 859 58 7% Total MA ARR $ 3,498 $ 3,233 $ 265 8% Recently Issued Accounting Pronouncements Refer to Note 2 to the consolidated financial statements located in Part II, Item 8 on this Form 10-K for a discussion on the impact to the Company relating to recently issued accounting pronouncements.
As of December 31, 2024, these purchase obligations totaled $716 million, of which approximately 45% is expected to be paid in the next twelve months and another approximate 45% expected to be paid over the next two subsequent years, with the remainder to be paid thereafter.
As of December 31, 2025, these purchase obligations totaled approximately $650 million, of which approximately 60% is expected to be paid in the next twelve months and another approximate 40% expected to be paid over the next two subsequent years, with the remainder to be paid thereafter. 58 MOODY'S 2025 10-K Table of Contents Leases The Company has remaining payments related to its operating leases of $1,031 million at December 31, 2025, primarily related to real estate leases, of which $100 million in payments are expected over the next twelve months.
Diluted EPS ⇑ $2.53 Adjusted Diluted EPS ⇑ $2.57 Both diluted EPS and Adjusted Diluted EPS (1) growth is mostly attributable to higher operating income and Adjusted Operating Income (1) , the components of which are more fully described above.
Diluted EPS ⇑ $2.41 Adjusted Diluted EPS ⇑ $2.47 Both diluted EPS and Adjusted Diluted EPS (1) growth is mostly attributable to the aforementioned growth in operating income/adjusted operating income (2) .
Revenue ⇑ $69 million Non-U.S. Revenue ⇑ $170 million The 8% increase in global MA revenue reflects growth both in the U.S. (5%) and internationally (10%) across all LOBs. – ARR (2) increased 9% reflecting strong growth across all LOBs.
Revenue ⇑ $158 million Non-U.S. Revenue ⇑ $146 million The 9% increase in global MA revenue reflects growth both in the U.S. (11%) and internationally (8%). – Organic constant currency revenue (1) growth was 7%. – Recurring revenue growth and organic constant currency recurring revenue (1) growth was 11% and 8%, respectively. – ARR (2) increased 8%.
The Company manages both its U.S. and non-U.S. cash flow to maintain sufficient liquidity in all regions to effectively meet its operating needs. As a result of the Tax Act, all previously net undistributed foreign earnings have now been subject to U.S. tax since 2017. The Company continues to evaluate which entities it will indefinitely reinvest earnings outside the U.S.
The Company manages both its U.S. and non-U.S. cash flow to maintain sufficient liquidity in all regions to effectively meet its operating needs. The Company regularly evaluates which entities it will indefinitely reinvest earnings outside the U.S. The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested.
Cash requirements for periods beyond the next twelve months will depend, among other things, on the Company’s profitability and its ability to manage working capital requirements. The Company may also borrow from various sources as described above.
Sources of Funding to Satisfy Material Cash Requirements The Company believes that it has the financial resources needed to meet its cash requirements and expects to have positive operating cash flow in 2026. Cash requirements for periods beyond the next twelve months will depend, among other things, on the Company’s profitability and its ability to manage working capital requirements.
DATA AND INFORMATION REVENUE 2024 --------------------------------------------------------------------------------------- 2023 _________________________________________________ _________ ______________________________________________ D&I: Global revenue ⇑ $64 million U.S. Revenue ⇑ $25 million Non-U.S. Revenue ⇑ $39 million Global D&I revenue increased 8% compared to 2023 and reflects growth in both the U.S.
RESEARCH AND INSIGHTS REVENUE 2025 --------------------------------------------------------------------------------------- 2024 _________________________________________________ _________ ______________________________________________ R&I: Global Revenue ⇑ $69 million U.S. Revenue ⇑ $33 million Non-U.S. Revenue ⇑ $36 million Global R&I revenue increased 7% compared to 2024 and reflects growth in both the U.S. (6%) and internationally (9%).
The continued payment of dividends at this rate, or at all, is subject to the discretion of the Board. On February 5, 2024, the Board of Directors authorized $1 billion in share repurchase authority. On October 15, 2024, the Board authorized an additional $1.5 billion in share repurchase authority.
The continued payment of dividends at this rate, or at all, is subject to the discretion of the Board. On October 21, 2025 the Board authorized $4.0 billion in share repurchase authority. At December 31, 2025, the Company had approximately $4.0 billion of remaining authority under this authorization. There is no established expiration date for the remaining authorization.
Leases The Company has remaining payments related to its operating leases of $478 million at December 31, 2024, primarily related to real estate leases, of which $111 million in payments are expected over the next twelve months. For more information on the expected cash flows relating to the Company's operating leases, refer to Note 18 to the consolidated financial statements.
For more information on the expected cash flows relating to the Company's operating leases, refer to Note 18 to the consolidated financial statements. Pension and Other Retirement Plan Obligations The Company does not anticipate making significant contributions to its funded pension plan in the next twelve months.
Revenue ⇑ $765 million Non-U.S. Revenue ⇑ $407 million Growth in global revenue reflected increases in both MA and MIS, both in the U.S. and internationally.
Revenue ⇑ $335 million Non-U.S. Revenue ⇑ $295 million Growth in global revenue reflected increases in both MA and MIS, both in the U.S. and internationally. Refer to the section entitled “Segment Results” of this MD&A for a more fulsome discussion of the Company’s segment revenue.
Net cash provided by operating activities Net cash flows from operating activities increased by $687 million compared to the prior year, with the most notable drivers reflecting: – growth in operating income of $738 million coupled with various changes in working capital; partially offset by: – $269 million in higher income tax payments in the current year.
Net cash provided by operating activities Net cash flows from operating activities increased by $63 million compared to the prior year, with the most notable drivers reflecting: – growth in operating income of $476 million, partially offset by various changes in working capital; partially offset by: – $212 million in higher income tax payments in the current year; and – approximately $100 million in higher annual incentive compensation payments in 2025 (based on full-year 2024 financial and operating results) compared to payments made in the prior year (based on full-year 2023 financial and operating results) Net cash provided by (used in) investing activities The $1,058 million increase in cash provided by investing activities compared to 2024 primarily reflects: – a $463 million decrease in purchases of investments, primarily due to the purchase of certificates of deposit in the prior year; and – a $555 million increase in sales and maturities of investments primarily due to the maturity of certificates of deposit in the first quarter of 2025.
If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $321 million unfavorable impact to the fair value of the cross-currency swaps recognized in OCI, which would be offset by favorable currency translation gains on the Company’s euro net investment in foreign subsidiaries.
The notional values and corresponding interest rates are disclosed in Note 6 to the consolidated financial statements located in Item 8 of this Form 10-K. • If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $430 million unfavorable impact to the fair value of the cross-currency swaps recognized in OCI. • If the Hong Kong dollar were to strengthen 10% relative to the U.S. dollar, there would be an approximate $50 million unfavorable impact to the fair value of the cross-currency swaps recognized in OCI. • If the Singapore dollar were to strengthen 10% relative to the Hong Kong dollar, there would be an approximate $30 million unfavorable impact to the fair value of the cross-currency swaps recognized in OCI.
MOODY'S 2024 10-K 47 Table of Contents DECISION SOLUTIONS REVENUE 2024 --------------------------------------------------------------------------------------- 2023 _________________________________________________ _________ ______________________________________________ DS: Global revenue ⇑ $133 million U.S. Revenue ⇑ $20 million Non-U.S.
These increases are reflective of growth across all LOBs, as discussed in further detail below. 46 MOODY'S 2025 10-K Table of Contents DECISION SOLUTIONS REVENUE 2025 --------------------------------------------------------------------------------------- 2024 _________________________________________________ _________ ______________________________________________ DS: Global Revenue ⇑ $176 million U.S. Revenue ⇑ $104 million Non-U.S.

… 50 more changes not shown on this page.

Other MCO 10-K year-over-year comparisons