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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(MARK ONE)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO .

COMMISSION FILE NUMBER 1-14037

MOODY’S CORPORATION

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Delaware			13-3998945
(STATE OF INCORPORATION)			(I.R.S. EMPLOYER IDENTIFICATION NO.)

7 World Trade Center at 250 Greenwich Street, New York, New York 10007

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 553-0300.

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

TITLE OF EACH CLASS

TRADING SYMBOL(S)

NAME OF EACH EXCHANGE ON WHICH REGISTERED

Common Stock, par value $0.01 per share

MCO

New York Stock Exchange

1.75% Senior Notes Due 2027

MCO 27

New York Stock Exchange

0.950% Senior Notes Due 2030

MCO 30

New York Stock Exchange

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

☑

Accelerated Filer ☐

Non-accelerated Filer ☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑

The aggregate market value of Moody’s Corporation Common Stock held by nonaffiliates* on June 30, ~~2024~~2025 (based upon its closing transaction price on the New York Stock Exchange on such date) was approximately $7787 billion.

As of January 31, ~~2025~~2026, ~~180~~177.03 million shares of Common Stock of Moody’s Corporation were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on April 1514, ~~2025~~2026, are incorporated by reference into Part III of this Form 10-K.

The Index to Exhibits is included as Part IV, Item 15(3) of this Form 10-K.

*Calculated by excluding all shares held by executive officers and directors of the Registrant without conceding that all such persons are “affiliates” of the Registrant for purposes of federal securities laws.

Auditor Name:

KPMG LLP

Auditor Location:

New York, NY

Auditor Firm ID:

185

MOODY'S ~~2024~~2025 10-K 1

Table of Contents

MOODY’S CORPORATION

INDEX TO FORM 10-K

		Page
	Glossary of Terms and Abbreviations	4
PART I.
Item 1.	BUSINESS	10
	Background	10
	The Company	10
	Sustainability	1411
	Human Capital	1511
	Climate	1613
	Moody’s Strategy	1714
	Prospects for Growth	1815
	Competition	1916
	Regulation	2017
	Intellectual Property	2017
	Available Information	2118
	Executive Officers of the Registrant	2118
Item 1A.	RISK FACTORS	2320
Item 1B.	UNRESOLVED STAFF COMMENTS	3331
Item 1C.	CYBERSECURITY AND RISK MANAGEMENT	3431
Item 2.	PROPERTIES	3533
Item 3.	LEGAL PROCEEDINGS	3533
Item 4.	MINE SAFETY DISCLOSURES	3533
PART II.
Item 5.	MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	3533
	Moody’s Purchases of Equity Securities	3633
	Common Stock Information	3633
	Equity Compensation Plan Information	3634
	Performance Graph	3735
Item 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3836
	The Company	3836
	Critical Accounting Estimates	3836
	Reportable Segments	4139
	Results of Operations	4240
	Market Risk	56
	Liquidity and Capital Resources	57
	Recently Issued Accounting Pronouncements	6163
	Contingencies	6163
	Forward-Looking Statements	6164
Item 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	6365

2 MOODY'S ~~2024~~2025 10-K

Table of Contents

		Page
Item 8.	FINANCIAL STATEMENTS	6365
Item 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	~~117~~121
Item 9A.	CONTROLS AND PROCEDURES	~~117~~121
Item 9B.	OTHER INFORMATION	~~117~~121
Item 9C.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	~~117~~121
PART III.
Item 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	~~117~~121
Item 11.	EXECUTIVE COMPENSATION	~~117~~121
Item 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	~~117~~121
Item 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	~~118~~122
Item 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	~~118~~122
PART IV.
Item 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	~~118~~122
INDEX TO EXHIBITS		~~118~~122
Item 16.	FORM 10-K SUMMARY	~~121~~126
SIGNATURES		~~122~~127

MOODY'S ~~2024~~2025 10-K 3

Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS

The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:

TERM			DEFINITION
Acquisition-Related Intangible Amortization Expense			Amortization expense relating to definite-lived intangible assets acquired by the Company from all business combination transactions
Adjusted Diluted EPS			Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Net Income			Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Operating Income			Operating income excluding the impact of certain items as detailed in the section entitled "Non-GAAP Financial Measures"
Adjusted Operating Margin			Adjusted Operating Income divided by revenue
AI			Artificial Intelligence
Americas			Represents countries within North and South America, excluding the U.S.
AOCI(L)			Accumulated other comprehensive income (loss); a separate component of shareholders’ equity
ARR			Annualized Recurring Revenue; a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time, excluding the impact of FX and contracts related to acquisitions
ASC			The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009 except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants
Asia-Pacific			Represents Australia and countries in Asia including but not limited to: China, India, Indonesia, Japan, Republic of South Korea, Malaysia, Singapore, Sri Lanka and Thailand
ASU			The FASB Accounting Standards Update to the ASC. Provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC
AUD			Australian dollar
BES			Business Engagement Survey; A Moody's employee survey that focuses on purpose, leadership, manager effectiveness, well-being, connection and empowerment
BitSight			A provider that helps global market participants understand cyber risk through ratings, analytics, and performance management tools; the Company acquired a minority investment in BitSight in 2021
Board			The board of directors of the Company
BPS			Basis points
BRG			Business Resource Group
CAO			Chief Administrative Officer
CAD			Canadian dollar
CCXI			China Cheng Xin International Credit Rating Co. Ltd.; the first and largest domestic credit rating agency approved by the People’s Bank of China; the Company acquired a 49% interest in 2006 and currently Moody’s owns 30% of CCXI
CCPA			California Consumer Privacy Act; a privacy law enacted in 2018 by the state of California to regulate the way businesses all over the world can collect, use and share the personal information of California residents
CDP			An international nonprofit organization that helps companies, cities, states and regions to manage their environmental impact through a global disclosure system
CEO			Chief Executive Officer
CFG			Corporate finance group; ana LOB of MIS
CISO			Chief Information Security Officer
CMBS			Commercial mortgage-backed securities; an asset class within SFG

4 MOODY'S ~~2024~~2025 10-K

Table of Contents

TERM			DEFINITION
CISO			Chief Information Security Officer
CLO			Collateralized loan obligation
CMBS			Commercial mortgage-backed securities; an asset class within SFG
CODM			Chief Operating Decision Maker; identified as the Company's CEO
COLI			Corporate-Owned Life Insurance
Common Stock			The Company’s common stock
Company			Moody’s Corporation and its subsidiaries; MCO; Moody’s
Compensation expense			Compensation expenses include salaries, benefits, incentive and stock based compensation and other related expenses for employees. These expenses are charged to income as incurred.
Competition and Markets Authority			Government department in the U.K. responsible for strengthening business competition and preventing and reducing anti-competitive activities
COVID-19			An outbreak of a novel strain of coronavirus resulting in an international public health crisis and a global pandemic
CP			Commercial Paper
CP Notes			Unsecured commercial paper issued under the CP Program
CP Program			A program entered into on August 3, 2016 allowing the Company to privately place CP up to a maximum of $1 billion for which the maturity may not exceed 397 days from the date of issue, and which is backstopped by the 2024 Facility
CPRA			California Privacy Rights Act of 2020; an amendment to the CCPA, which adds additional consumer privacy rights and obligations for businesses
CRAs			Credit rating agencies
CRE			Commercial Real Estate
CRRO			Chief Risk and Resiliency Officer
CTPP			Critical ICT third-party provider
CTSO			Chief Technology Services Officer
Cyber Committee			The Cyber Risk Enterprise Risk Management Committee
Data and Information (D&I)			LOB within MA which provides vast data sets on companies and securities via data feeds and data applications products
DBPPs			Defined benefit pension plans
Decision Solutions (DS)			LOB within MA that provides subscription-based solutions supporting banking, insurance, and KYC workflows. This LOB utilizes components from the Data & Information and Research & Insights LOBs to provide risk assessment solutions
Dodd-Frank Act			Dodd-Frank Wall Street Reform and Consumer Protection Act
DORA			The European Union Digital Operational Resilience Act
EBITDA			Earnings before interest, taxes, depreciation and amortization
EMEA			Represents countries within Europe, the Middle East and Africa
EPS			Earnings per share
ESG			Environmental, Social and Governance
ESMA			European Securities and Markets Authority
ESTR			Euro Short-Term Rate
ESPP			Employee stock purchase plan
ETR			Effective tax rate
EU			European Union
EU AI Act			A European regulation adopted in 2024 to introduce a common regulatory and legal framework for artificial intelligence
EU Institutions			Refers to the main EU institutions including: the European Parliament, European Commission, European Council, Council of the European Union, European Central Bank, European Court of Justice, among others
EUR			Euros
Eurozone			Monetary union of the EU member states which have adopted the euro as their common currency

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TERM			DEFINITION
EU AI Act			A European regulation adopted in 2024 to introduce a common regulatory and legal framework for artificial intelligence
EUR			Euros
Eurozone			Monetary union of the EU member states which have adopted the euro as their common currency
Excess Tax Benefits			The difference between the tax benefit realized at exercise of an option or delivery of a restricted share and the tax benefit recorded at the time the option or restricted share is expensed under GAAP
Exchange Act			The Securities Exchange Act of 1934, as amended
External Revenue			Revenue excluding any intersegment amounts
FASB			Financial Accounting Standards Board
FCA			Financial Conduct Authority; supervises Credit Rating Agencies in the U.K. in order to ensure credit ratings are independent, objective and of adequate quality
FIG			Financial institutions group; an LOB of MIS
Free Cash Flow			Net cash provided by operating activities less cash paid for capital additions
FTC			Federal Trade Commission
FTSE			Financial Times Stock Exchange
FX			Foreign exchange
GAAP			U.S. Generally Accepted Accounting Principles
GBP			British pounds
GCR (Global Credit Rating Company Limited and subsidiaries)			A domestic credit rating agency with operations spanning Africa; the Company acquired a controlling financial interest in GCR in July 2024; the Company previously accounted for GCR as an equity method investment
GDP			Gross domestic product
GDPR			General Data Protection Regulation; a European regulation implemented in 2018 to enhance EU citizens' control over the personal data that companies can legally hold. GDPR was simultaneously implemented in the U.K., with slight modification to the EU's regulation in 2021 following the withdrawal of the U.K. from the EU
Gen AI			Generative Artificial Intelligence
GLoBE			Global Anti-Base Erosion, also known as "Pillar II"; tax model issued by the OECD in 2023
HM Treasury			His Majesty's Treasury; the department of the Government of the United Kingdom responsible for developing and executing the government's public finance policy and economic policy
HKD			Hong Kong Dollar
ICRA			ICRA Limited; a provider of credit ratings and research in India.
ICR Chile			A domestic credit rating agency with operations in Chile; the Company acquired ICR Chile in Q3 2025
ICRA			ICRA Limited; a provider of credit ratings and research in India
Incident Response Plan			The Company's Information Security Incident Response Plan
INR			Indian rupee
ICT			Information, communication and technology
IRS			Internal Revenue Service
ISO 27001			An international standard to manage information security
JPY			Japanese yen
kompany			360kompany AG; a platform for business verification and Know Your Customer (KYC) technology solutions acquired by the Company in February 2022
KMV			KMV LLC and KMV Corporation (“KMV”); a provider of market-based quantitative services for banks and investors in credit-sensitive assets acquired by Moody's in April 2002
KYC			Know-your-customer
LLM			Large language model used in the context of Gen AI
LOB			Line of business
MA			Moody’s Analytics - a reportable segment of MCO; consists of three LOBs - Decision Solutions; Research and Insights; and Data and Information
ML			Machine Learning

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TERM			DEFINITION
LLM			Large language model used in the context of Gen AI
LOB			Line of business
MA			Moody’s Analytics - a reportable segment of MCO; consists of three LOBs - Decision Solutions; Research and Insights; and Data and Information
ML			Machine Learning
MAKS			Moody’s Analytics Knowledge Services; formerly known as Copal Amba; provided offshore research and analytic services to the global financial and corporate sectors; business was divested in the fourth quarter of 2019 and a reporting unit within the MA reportable segment
MCO			Moody’s Corporation and its subsidiaries; the Company; Moody’s
MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations
M&A			Mergers and acquisitions
MIS			Moody’s Investors Service - a reportable segment of MCO; consists of five LOBs - CFG; SFG; FIG; PPIF; and MIS Other
MIS Other			Consists of financial instruments pricing services in the Asia-Pacific region, ICRA non-ratings revenue, and revenue from professional services. These businesses are components of MIS; MIS Other is an LOB of MIS
MNPI			Material non-public information
Moody’s			Moody’s Corporation and its subsidiaries; MCO; the Company
Moody's Local			A ratings platform focused on providing credit rating services in Latin American capital markets
MSS			Moody's Shared Services; primarily consists of information technology and support staff such as finance, human resources and legal that support both MA and MIS
NAV			Net asset value
Net Income			Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder
Net Zero Assessments			An independent assessment of an entity’s carbon transition plan relative to a global net zero pathway, consistent with the goals of the 2015 Paris Agreement on climate change
NIST Framework			NIST Cybersecurity Framework; a set of cybersecurity best practices and recommendations from the National Institute of Standards and Technology (NIST)
NIST			The National Institute of Standards and Technology
NIST Framework			NIST Cybersecurity Framework; a set of cybersecurity best practices and recommendations from the NIST
NM			Percentage change is not meaningful
Non-compensation expense			Non-compensation expenses include costs incurred that are not related to employee compensation. This includes, but is not limited to, consulting and professional service fees, hosting and licensing expenses, rent, and marketing expenses. These expenses are charged to income as incurred.
Non-GAAP			A financial measure not in accordance with GAAP; these measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and to provide greater transparency to investors of supplemental information used by management in its financial and operational decision making
NRSRO			Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC
Numerated			A provider of commercial lending platforms; the Company acquired Numerated in November 2024
OBBBA			The “One Big Beautiful Bill Act” enacted into U.S. law on July 4, 2025
OCI(L)			Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments
OECD			Organization for Economic Co-operation and Development
Operating segment			Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a component of a business entity that has each of the three following characteristics: i) the component engages in business activities from which it may recognize revenue and incur expenses; ii) the operating results of the component are regularly reviewed by the entity’s chief operating decision maker; and iii) discrete financial information about the component is available

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TERM			DEFINITION
Operating segment			Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a component of a business entity that has each of the three following characteristics: i) the component engages in business activities from which it may recognize revenue and incur expenses; ii) the operating results of the component are regularly reviewed by the entity’s chief operating decision maker; and iii) discrete financial information about the component is available.
Other Retirement Plans			Moody's Postretirement Medical and Life Insurance Plan
PCS			Post-Contract Customer Support
Pillar II			Tax model issued by the OECD in 2023; also referred to as the "Global Anti-Base Erosion" or "GLoBE" rules
PPIF			Public, project and infrastructure finance; an LOB of MIS
Praedicat			A provider of casualty insurance analytics; the Company acquired a controlling financial interest in Praedicat in September 2024; the Company previously accounted for Praedicat as an equity method investment
Profit Participation Plan			Defined contribution profit participation plan that covers substantially all U.S. employees of the Company
Recurring Revenue			For MA, represents subscription-based revenue and software maintenance revenue. For MIS, represents recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. For MIS Other, represents financial instrument pricing services.
Reform Act			Credit Rating Agency Reform Act of 2006
Reporting unit			The level at which Moody’s evaluates its goodwill for impairment under U.S. GAAP; defined as an operating segment or one level below an operating segment
Research and Insights (R&I)			LOB within MA that provides models, scores, ~~expert~~ insights and commentary. This LOB includes credit research; credit models and analytics; economics data and models; and structured finance solutions
Retirement Plans			Moody’s funded and unfunded pension plans, the healthcare plans and life insurance plans
Revenue Accounting Standard			Updates to the ASC pursuant to ASU No. 2014-09, “Revenue from Contracts with Customers (ASC Topic 606).” This accounting guidance significantly changed the accounting framework under U.S. GAAP relating to revenue recognition and to the accounting for the deferral of incremental costs of obtaining or fulfilling a contract with a customer
RMBS			Residential mortgage-backed securities; an asset class within SFG
RMS			A global provider of climate and natural disaster risk modeling and analytics; acquired by the Company in September 2021
ROU Asset			Assets which represent the Company’s right to use an underlying asset for the term of a lease
SaaS			Software-as-a-Service
SASB			Sustainability Accounting Standards Board
SEC			U.S. Securities and Exchange Commission
Second Party Opinions			An independent assessment of how debt instruments or financing frameworks align to sustainability principles and the extent to which they are expected to contribute to long-term sustainable development
Securities Act			Securities Act of 1933, as amended
SFG			Structured finance group; an LOB of MIS
SG&A			Selling, general and administrative expenses
SGD			Singapore dollar
SOC 1			An examination of controls at a service organization that are likely to be relevant to user entities’ internal control over financial reporting, as defined by the American Institute of Certified Public Accountants
SOC 2			A report on controls at a service organization relevant to security, availability, processing integrity, confidentiality, or privacy, as defined by the American Institute of Certified Public Accountants
SOFR			Secured Overnight Financing Rate
SSP			Standalone selling price
Strategic and Operational Efficiency Restructuring Program			Multi-year restructuring program approved by the CEO of Moody’s on December 19, 2024 relating to the Company's strategy to realign the business toward high priority growth areas and to consolidate certain functions to simplify the organizational structure to enable efficiency and improved operating leverage; includes a reduction in staff, the rationalization and exit of certain real estate leases and incremental amortization of certain software
T&M			Time-and-Material
Tax Act			The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017, which significantly amended the tax code in the U.S.

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TERM			DEFINITION
SOFR			Secured Overnight Financing Rate
TCRC			The Tech and Cyber Risk Committee
SSP			Standalone selling price
Strategic and Operational Efficiency Restructuring Program			Multi-year restructuring program approved by the CEO of Moody’s on December 19, 2024 relating to the Company's strategy to realign the business toward high priority growth areas and to consolidate certain functions to simplify the organizational structure to enable efficiency and improved operating leverage; includes a reduction in staff, the rationalization and exit of certain real estate leases and incremental amortization of certain software
T&M			Time-and-Material
Tax Act			The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017, which significantly amended the tax code in the U.S.
TCFD			Task Force on Climate-Related Financial Disclosures
Transaction Revenue			For MA, represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, and training and certification services. For MIS (excluding MIS Other), represents the initial rating of a new debt issuance as well as other one-time fees. For MIS Other, represents revenue from professional services
U.K.			United Kingdom
U.S.			United States
USD			U.S. dollar
UTPs			Uncertain tax positions
WACC			Weighted Average Cost of Capital
2022 - 2023 Geolocation Restructuring Program			Restructuring program approved by the CEO of Moody’s on June 30, 2022 relating to the Company's post-COVID-19 geolocation strategy and other strategic initiatives; includes the rationalization and exit of certain real estate leases and a reduction in staff, including the relocation of certain job functions from their current locations

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PART I

ITEM 1. BUSINESS

Background

As used in this report, except where the context indicates otherwise, the terms “Moody’s” or the “Company” refer to Moody’s Corporation, a Delaware corporation, and its subsidiaries. The Company’s executive offices are located at 7 World Trade Center at 250 Greenwich Street, New York, NY 10007 and its telephone number is (212) 553-0300.

THE COMPANY

Company Overview

In a world shaped by increasingly interconnected risks, Moody's data, insights, and innovative technologies help customers develop a holistic view of their world and unlock opportunities. 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. 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. 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.

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

~~Moody's~~Enabling Banks, Insurers, Investors, Corporations and Governments to... What do we do? Issue, Originate, Select, Underwrite Identify, Measure, Monitor & Manage Risk Verify, Comply, Plan & Report

WeLeveraging ~~provide tools that enable Banks~~AI, ~~Insurers,~~decision-grade ~~Investors~~data, ~~Corporations~~analytics ~~and~~& ~~Governments~~domain toexpertise across... How do we do this? CreditCompanies PropertiesSecurities PeopleEconomies ClimateESG

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? CreditCompanies PropertiesSecurities PeopleEconomies ESGClimate

Moody’s has two reportable segments: 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.

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.

Financial information and operating results of these segments, including revenue, expenses and Adjusted Operating Income, are included in Part II, Item 8. Financial Statements of this annual report and are herein incorporated by reference.

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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. MA's ~~combined~~curated data, and analytics ~~and~~transform ~~cloud~~information into decision-~~based~~grade ~~software~~intelligence ~~tools~~and ~~deliver~~power ~~integrated~~its ~~solutions~~AI-enabled ~~that~~cloud-based ~~help~~workflow ~~customers~~tools, tohelping customers start business relationships, monitor and manage risk, and comply and report based on global laws, rules and regulations.

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.

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.

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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

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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. 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.

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.

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. Public Finance Issuers

Structured Finance Deals

190+

1,000+

380+

Rating Methodologies

Infrastructure & Project Finance Issuers

Sub-Sovereigns

140+

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. The revenue from these operations is included in the MIS Other LOB and is not material to the results of the MIS segment.

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Sustainability

Moody's ~~aims~~manages toits ~~deliver~~business with the goal of delivering value to all of its stakeholders, including its customers, employees, business partners, local communities, and stockholders. WeMoody's ~~consider~~considers sustainability-related infactors throughout our operations, value chain, products, and services. We use our expertise, totechnology ~~make a positive impact~~tools, ~~helping~~and ~~others~~research ~~understand~~and ~~the~~analytical ~~link~~services ~~between~~to ~~sustainability~~help ~~and~~other ~~global~~organizations ~~markets.~~evaluate Insustainability-related ~~2024,~~risk ~~Moody's~~and ~~received~~make ~~multiple~~better ~~awards~~risk ~~for~~mitigation ~~its~~and ~~sustainability~~planning ~~efforts,~~decisions. ~~including:~~

~~•Recognized~~The ~~among~~Company ~~America’s~~provides ~~100~~updated ~~Most~~information ~~JUST~~on ~~Companies~~its bysustainability ~~JUST~~strategy ~~Capital~~ and ~~CNBC~~progress ~~for~~via its ~~commitment~~sustainability ~~to serving its workforce~~website, ~~customers,~~and ~~communities,~~discloses ~~the~~information ~~environment,~~frequently ~~and~~requested ~~stockholders~~by ~~for~~investors via its sustainability-related ~~efforts;~~disclosures website.

~~•Made~~The ~~CDP'~~Board oversees sustainability matters via the Audit, Governance & Nominating, and Compensation & Human Resources Committees, as part of its oversight of management and the Company’s ~~2023~~overall ~~Climate~~strategy. ~~Change~~The ~~'A'~~Audit ~~List~~Committee oversees financial, risk and other disclosures made in ~~recognition~~the Company’s annual and quarterly reports related to sustainability. The Governance & Nominating Committee oversees sustainability matters, including significant issues of corporate social and environmental responsibility, as they pertain to the Company’s business and to long-term value creation for the Company and its stockholders, and makes recommendations to the Board regarding these issues. 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. The Board also oversees Moody’s policies for assessing and managing the Company's ~~leadership~~exposure into ~~corporate~~risk, ~~transparency~~including climate-related risks such as business continuity disruption and ~~actions~~reputational ~~taken~~or incredibility ~~response~~concerns tostemming from incorporation of climate-related ~~change;~~risks into our credit rating methodologies and credit ratings of Moody's Ratings.

•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.

The Board oversees sustainability matters via the Audit, Governance & Nominating, and Compensation & Human Resources Committees, as part of its oversight of management and the Company’s overall strategy. The Audit Committee oversees financial, risk and other disclosures made in the Company’s annual and quarterly reports related to sustainability. The Governance & Nominating Committee oversees sustainability matters, including significant issues of corporate social and environmental responsibility, as they pertain to the Company’s business and to long-term value creation for the Company and its stockholders, and makes recommendations to the Board regarding these issues. Finally, the Compensation & Human Resources Committee oversees inclusion of sustainability-related performance goals for determining compensation of all senior executives. 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 maintains its collective knowledge of sustainability topics through ongoing education, such as regular presentations from management.

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

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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 approach is oriented around the following pillars:

–providing market-competitive compensation, benefits and wellness programs as part of our Total Rewards program;

–implementing a robust talent management, employee engagement and retention strategy; and

–fostering an inclusive environment where all employees have a sense of belonging and are given the opportunity to perform their best.

Total Rewards

Moody's Total Rewards programs are designed to attract and maintain a high-performing, engaged and motivated global workforce. The Company's compensation packages include market-competitive salaries, performance-based annual bonuses, and equity grants aligned to our long-term performance for certain employees.

The Company's industry leading benefits programs offer comprehensive resources to support physical, mental and financial well-being. We invest in AI powered technologies in order to provide our employees with a world-class experience accessing and managing their benefits. We continuously evaluate our market benchmarks and employee feedback so that our benefits are competitive and support the attraction of the best talent. For example, in recent years we implemented a global paid parental leave policy to give parents time off to care for and bond with a new child and updated our tuition reimbursement program.

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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.

Talent Management, Employee Engagement and Retention

Moody’s believes that our long-term success depends on our ability to attract, develop and retain a high-performing workforce. Our goal is to create an environment where colleagues can thrive personally and professionally and can maximize their potential. Our culture is one of continuous learning, which we believe is crucial for colleagues to thrive as part of our organization and to feel a sense of accomplishment and purpose, and our leaders are key in reinforcing this at Moody’s.

Moody's talent strategy helps us create integrated, cohesive talent activities that support the growth and success of our employees and the business. This strategy informs all of our talent programs, guiding our efforts to attract, develop and retain top talent. It also helps us remain aligned with Moody’s overall business objectives and values while designing programs to meet the evolving needs of our organization.

Moody’s offers various talent development programs and resources through Moody’s University that are focused on building professional, technical and leadership skills to support employees' goals and objectives. Moody’s also places significant emphasis on our high-potential and high-performance programs, which are designed to identify and nurture emerging leaders within the organization. These programs provide tailored development opportunities, mentorship and the chance to work on strategic projects that drive our business forward.

Moody's Employee Experience function conducts listening sessions with our employees and creates targeted plans to act on the feedback provided. We measure employee engagement via multiple channels, including the BES for employees to provide anonymous and candid feedback to management. This periodic survey helps Moody's management understand our employees' level of engagement in critical areas, which include, but are not limited to, purpose, leadership, managerial effectiveness, connection, enablement and empowerment and well-being. Managers are accountable for identifying opportunity areas and taking targeted actions based on survey results. 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~~grow, management also carefully monitors local and global employee turnover rates.

Inclusion and Belonging

Moody's believes that a workforce comprised of individuals with varied thoughts, backgrounds and experiences fosters an environment that makes our opinions stronger, our products more innovative, our workplace more welcoming and improves how we relate and respond to our customers. We are committed to cultivating a culture where every individual feels a sense of belonging and has an equal opportunity to succeed.

Our Inclusion Operating and Governance Model turns our inclusion strategy into reality by providing a functional framework to guide how our People team, councils, sponsors, BRGs and committees work together. 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.

Our operating model includes 11 active BRGs which represent 4851 chapters. These groups are open to all Moody's employees, with more than 45,~~800~~300 employees participating globally as of December 31, ~~2024~~2025.

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Workforce Overview

As of December 31, ~~2024~~2025 and ~~2023~~2024, the number of Moody’s employees was as follows:

		December 31,		Change
		2024	2023(1)	%
		2025	2024	%
MA	U.S.	2,~~989~~822	2,~~992~~989	—(6)	%
	Non-U.S.	54,~~156~~981	45,~~872~~156	6(3)	%
	Total	87,~~145~~803	78,~~864~~145	(4)	%
MIS	U.S.	1,~~571~~556	1,~~490~~571	5(1)	%
	Non-U.S.	4,~~186~~572	34,~~870~~186	89	%
	Total	56,~~757~~128	5,~~360~~757	76	%
MSS	U.S.	~~696~~665	~~749~~696	(74)	%
	Non-U.S.	1,~~240~~480	1,~~187~~240	419	%
	Total	12,~~936~~145	1,936	—11	%
Total MCO	U.S.	5,~~256~~043	5,~~231~~256	—(4)	%
	Non-U.S.	1011,~~582~~033	910,~~929~~582	74	%
	Total	15,838	15,160	4	%
	Total (1)	16,076	15,838	2	%

(1) ~~Certain~~Includes ~~reclassifications~~approximately ~~have~~2,000 ~~been~~employees ~~made~~of tomajority-owned ~~2023~~MIS ~~amounts~~affiliates tofor ~~reflect~~both ~~certain~~2025 ~~departmental reorganizations~~ and ~~M&A integrations~~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.

CLIMATE CHANGE

~~Climate change is a major challenge that demands action from all of us.~~ While Moody’s ~~has~~operations have 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. 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~~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.

~~The~~We ~~acquisition~~have ofintegrated RMS’ ~~allowed~~climate uscapabilities tointo ~~expand~~ our ~~climate~~existing ~~data~~offerings and ~~analysis~~as ~~capabilities.~~a ~~The~~result ~~Company~~we ~~continues~~are toproviding ~~take~~analysts ~~steps~~and researchers with streamlined access to ~~integrate~~consistent ~~these~~and ~~capabilities~~high-quality ~~into~~climate ~~existing~~insights. ~~offerings~~We are investing to ~~provide~~maintain ~~its~~a ~~analysts~~highly competitive offering in this evolving field and ~~researchers~~are working with ~~streamlined~~customers ~~access~~across all industries to ~~consistent~~better understand, manage, mitigate and ~~high-quality~~report on their climate ~~insights~~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.

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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. 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.

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 ~~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. Illustrative examples include:

Enhancements to ratings quality and product extensions Expansion in emerging markets New products, services, ~~content~~proprietary data and technology capabilities, including Gen AI and Agentic AI offerings, to ~~meet~~help ~~customer~~customers ~~demands~~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. This includes having a greater breadth and depth of understanding around how risks connect.

Our integrated approach provides stakeholders with a more comprehensive view of risk, helping them to make better decisions and unlock opportunities. Moody’s brings together ~~multiple~~vast amounts of curated data, ~~sets~~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).

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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.

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 ~~expects~~is ~~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. Moreover, pricing opportunities aligned with customer value creation and advances in technology present growth opportunities for Moody’s.

Over the last decade, Moody’s has leveraged the power of AI and ML to better serve our customer base. As an early adopter of Gen AI and agentic AI, which Moody's ~~expects~~believes towill behelp ~~well~~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, ~~which~~and ~~will~~harness ~~help~~the ~~our~~proprietary ~~customers~~insights ~~make~~resulting ~~better~~from ~~decisions~~being byembedded ~~unlocking~~in ~~deeper,~~customer ~~more integrated perspectives on risk~~workflows. Through enablement of Gen AI and agentic AI, both ~~internally~~through ~~and~~internal ~~through~~innovations and certain strategic partnerships, we are ~~in the process of~~ evolving how weMoody's ~~deliver~~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.

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. Growth in MA is likely to be driven by landing new customers and expanding customer relationships across use cases over time. ~~Our~~We believe our trusted and curated proprietary data, isas ~~key~~well as our domain expertise, are crucial in an environment that is increasingly using Gen AI, and weagentic ~~expect~~AI. ~~that~~The ~~the~~ integration of ~~our~~AI ~~platforms~~and ~~will~~agentic ~~enable~~solutions ~~effective~~across ~~cross-selling~~our ~~of models~~platforms, ~~data~~grounded in and ~~applications.~~informed ~~MA's~~by ~~growth~~our isvast ~~also~~proprietary ~~likely~~and tocurated bedata, ~~driven~~enables byour ~~quickly~~customers ~~addressing~~to ~~new~~increase ~~use~~their ~~cases~~efficiency and ~~incorporating~~productivity, ~~new~~ultimately ~~risk~~transforming ~~data~~how organizations work and ~~analytics~~manage asrisk ~~needed.~~to make decisions.

Strategic growth drivers:

~~NEW PRODUCT DEVELOPMENT~~ STRONG CUSTOMER RETENTION RATES CROSS-SELLING, ~~UPGRADES~~UPSELLING & PRICING ~~CONTINUED~~EXPANDING ~~SAAS~~AND ~~TRANSITION~~FORTIFYING ~~INCREASED~~OUR ~~DISTRIBUTION~~DATA ~~CAPACITY~~ESTATE INNOVATION AND ~~PRODUCTIVITY~~NEW PRODUCT DEVELOPMENT NEW DISTRIBUTION CHANNELS STRATEGIC PARTNERSHIPS

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Market growth drivers:

Customers need to understand a large range of interconnected and emerging risks. Our comprehensive solutions ~~support~~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 ~~Climate~~Extreme ~~change~~weather impacts Geopolitical risks

MIS Prospects for Growth

Strong secular trends should continue to provide long-term growth opportunities in MIS. Key growth drivers include:

Long-term Revenue Growth ~~Building~~Algorithm ~~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 •Bank system capacity remains constrained•Deepening participation in developing markets•Meeting customers’ evolving risk assessment demands, including ~~Sustainable~~across ~~and Transition Finance,~~ Private Credit, ~~Digitalization~~Cybersecurity, ofand ~~the~~Sustainable ~~financial sector,~~ and ~~Cybersecurity~~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. Therefore, a substantial portion of MIS’s revenue is dependent upon the dollar-equivalent volume and number of ratable debt securities issued in the global capital markets. However, annual fee arrangements with frequent debt issuers, annual fees from debt monitoring, commercial paper and medium-term note programs, bank deposit ratings, insurance company financial strength ratings, mutual fund ratings, and other areas partially mitigate MIS’s dependence on the volume or number of new debt securities issued in the global fixed-income markets.

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 ~~increasing our majority share in the GCR Africa affiliate and~~ expanding in Latin American markets through Moody's Local domestic rating business, including the acquisition of ICR Chile. This strategic expansion has ~~solidified~~enhanced ~~our~~the ~~domestic~~capacity ~~rating~~and ~~agency's~~reach ~~position,~~of ~~enhancing~~our ~~its~~domestic ~~capacity~~rating ~~and reach~~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. 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.

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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. In addition, some of the services offered by MA and its affiliates are subject to regulation in a number of countries. 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. Existing and proposed laws and regulations can impact the Company’s operations, products and the markets in which the Company operates. Additional laws and regulations have been proposed or are being considered. Each of the existing, adopted, proposed and potential laws and regulations can increase the costs and legal risk associated with the Company’s operations, including the issuance of credit ratings, and may negatively impact the Company’s profitability and ability to compete, or result in changes in the demand for the Company's products and services, in the manner in which the Company's products and services are utilized, and in the manner in which the Company operates.

In the U.S., CRAs are subject to extensive regulation primarily pursuant to Section 15E of the Exchange Act and rules thereunder. MIS is registered with the SEC as an NRSRO and is subject to the SEC's oversight and examination authority.

In the EU, the CRA industry is registered and supervised through a pan-EU regulatory framework. ESMA has direct supervisory responsibility for registered CRAs throughout the EU. MIS’s EU CRA subsidiaries are registered with ESMA and are subject to ~~CRA~~its ~~regulation~~ongoing supervision. EU CRAs are also subject to DORA, which imposes a range of requirements in relation to the EUmanagement of ICT risk, regulatory reporting, testing and ~~periodic~~the ~~inspection~~management of risks related to ICT services provided by ~~ESMA~~third-parties. DORA also establishes an EU-wide oversight framework for ICT service providers who are designated by the EU supervisory authorities as CTPPs. MIS is not an ICT service provider. MA is an ICT service provider but has not been designated as a CTPP.

~~The~~In ~~European~~November ~~Parliament~~2024, ~~and~~ the ~~Council~~EU ofpublished ~~the~~in ~~EU,~~ the EU ~~co-legislators,~~Official ~~announced~~Journal ~~they~~a ~~had~~new ~~reached agreement on the text of the~~ Regulation on ESG ~~Ratings~~Rating Activities ~~in February 2024~~. ~~The~~This ~~Regulation~~new regulation will become ~~law~~applicable ~~after it has been published~~ in ~~the~~July EU2026 ~~Official Journal. The regulation will apply after an 18 month implementation period from its publication,~~ and will subject ESG rating and/or score providers to ~~formal~~a ~~regulation~~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. 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. WeThe ~~continue~~impact toof ~~assess~~the ~~and~~Regulation ~~prepare~~remains ~~for~~uncertain ~~any~~as ~~implications~~it ~~both~~is ~~for~~currently MAbeing reviewed by the EU Institutions; however, it could increase the Company's costs and ~~MIS~~expose it to the risk of penalties over time.

In ~~December 2022,~~ the ~~EU adopted DORA, which will apply from early 2025~~U. ~~As a credit rating agency~~K., MIS isU.K. ~~in scope of DORA, and accordingly,~~ is ~~required~~registered towith ~~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. MA provides certain products and services to clients that may be regulated ~~financial~~by ~~institutions in~~ the ~~EU and therefore fall in the scope of DORA~~FCA. 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.

InThe ~~the~~ U.K., ~~MIS~~Parliament ~~U.K.~~has isnow ~~registered~~passed ~~with~~legislation ~~and~~to ~~regulated~~authorize by the FCA. Into ~~March~~regulate ~~2023,~~ESG ~~the~~ratings. ~~FCA~~Certain ~~initiated~~products acurrently ~~review~~offered ofby ~~competition~~MIS inmay ~~the~~fall ~~markets~~into ~~for~~scope ~~certain types~~ of ~~wholesale~~the ~~market~~legislation. ~~data,~~The ~~including~~FCA ~~credit~~has ~~ratings~~begun ~~data.~~consulting ~~The~~on ~~review~~rules ~~concluded~~for at the ~~end~~U.K. ofESG ~~February~~ratings ~~2024~~framework. InWe ~~its~~continue ~~final~~to ~~report,~~assess the ~~FCA~~implications ~~declined~~for ~~to make a market investigation reference to~~ the ~~Competition and Markets Authority nor did it consider any specific remedies or other specific interventions in respect of credit ratings data~~Company.

Additionally, HM Treasury published a consultation in March 2023 on whether regulation for providers of ESG ratings should be introduced, and the potential scope of a regulatory regime. The U.K. Government has said it intends to take forward such legislation in 2025.

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~~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

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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.

The Company, primarily through MA and its affiliates, provides access to certain of its databases, ~~SaaS~~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.

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. In addition, certain of the Company’s affiliates obtain from third-party information providers certain financial, credit risk, compliance, firmographic, management, ownership, news and/or other data worldwide, which are distributed through MoodyMOODY'sS ~~information~~2025 ~~products. The Company obtains such technology and intellectual property rights from generally available commercial sources. The Company also utilizes generally available open~~10-source software and libraries subject to appropriately permissive open-source licenses, to carry out routine functions in certain of the Company’s software products. Most of such technology and intellectual property is available from a variety of sources. Although certain financial information (particularly security identifiers, certain pricing or index data, and company financial data in selected geographic markets) is available from a limited number of sources, Moody’s does not believe it is dependent on any one data source for a material aspect of its business.K 17

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In addition, Moody’s licenses from third parties certain technology, data and other intellectual property rights. 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. In addition, certain of the Company’s affiliates obtain from third-party information providers certain financial, credit risk, compliance, firmographic, management, ownership, news and/or other data worldwide, which are distributed through Moody's information products. The Company obtains such technology and intellectual property rights from generally available commercial sources. The Company also utilizes generally available open-source software and libraries subject to appropriately permissive open-source licenses, to carry out routine functions in certain of the Company’s software products. Most of such technology and intellectual property is available from a variety of sources. Although certain financial information (particularly security identifiers, certain pricing or index data, and company financial data in selected geographic markets) is available from a limited number of sources, Moody’s does not believe it is dependent on any one data source for a material aspect of its business.

The names of Moody’s products and services referred to herein are trademarks, service marks or registered trademarks or service marks owned by or licensed to Moody’s or one or more of its affiliates. The Company owns patents (including granted, allowed and pending patents). None of the Company's intellectual property is subject to a specific expiration date, except to the extent that the patents and the copyright in items that the Company holds (such as credit reports, research, software, and other written opinions) expire pursuant to relevant law.

The Company considers its intellectual property to be proprietary, and Moody’s relies on a combination of copyright, trademark, trade secret, patent, non-disclosure and other contractual and technological safeguards for protection. Moody’s also pursues instances of third-party infringement of its intellectual property in order to protect the Company’s rights.

Available Information

Moody’s investor relations internet website is https://ir.moodys.com/. Under the “SEC Filings” tab at this website, the Company makes available free of charge its annual reports on Form 10-K, proxy and other information statements, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after they are filed with, or furnished to, the SEC.

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, ~~54President~~55President and Chief Executive OfficerMr. Fauber has served as the Company’s President and Chief Executive Officer since January 2021. Mr. Fauber joined the Board of Directors in October 2020 and he currently serves on the Executive Committee of the Board of Directors. Prior to serving as CEO, Mr. Fauber served as Chief Operating Officer from November 2019 to December 2020, as President of MIS from June 2016 to October 2019, as Senior Vice President—Corporate & Commercial Development of Moody’s Corporation from April 2014 to May 2016, and was Head of the MIS Commercial Group from January 2013 to May 2016. Noémie Heuland, 48Senior Vice President and Chief Financial OfficerMs. 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. (which changed its name to Dayforce, Inc. on January 1, 2024), a global leader of human capital management technology, where she served as Executive Vice President, Chief Financial Officer from September 2020 to December 2023. From April 2018 to September 2020, Ms. 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.

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Name, Age, Position and Biographical Data Noémie Heuland, 47Senior Vice President and Chief Financial OfficerMs. 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. (which changed its name to Dayforce, Inc. on January 1, 2024), a global leader of human capital management technology, where she served as Executive Vice President, Chief Financial Officer from September 2020 to December 2023. From April 2018 to September 2020, Ms. 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. Richard Steele, ~~55Senior~~56Senior Vice President and General CounselMr. Steele has served as the Company’s Senior Vice President and General Counsel since September 2023. Mr. 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. ~~Caroline~~Michael ~~Sullivan~~West, ~~56Chief~~57President, ~~Accounting~~Moody’s ~~Officer~~Investors ~~and~~Service ~~Corporate ControllerMs~~Mr. ~~Sullivan~~West has served as ~~the~~President ~~Company~~of Moody’s ~~Chief~~Investors ~~Accounting~~Service, ~~Officer~~Inc. ~~and Corporate Controller~~ since ~~December~~November ~~2018~~2019. ~~She~~Mr. West served as ~~the~~Managing ~~Interim~~Director—Head ~~Chief~~of ~~Financial~~MIS ~~Offer~~Ratings and Research from ~~September~~June ~~2023~~2016 to ~~April~~October ~~2024~~2019. ~~Prior to joining the Company~~Previously, MsMr. ~~Sullivan~~West served inas ~~several~~Managing ~~roles~~Director—Head atof ~~Bank~~Global ofStructured ~~America~~Finance from ~~2011~~February 2014 to ~~2018,~~May ~~where~~2016 ~~her~~and ~~last position held was~~ Managing Director—Head ~~and~~of Global ~~Banking~~Corporate ~~Controller.~~Finance ~~Prior~~from toJanuary ~~that~~2010 ~~role,~~to MsJanuary 2014. ~~Sullivan~~Earlier ~~supported~~in ~~the~~his ~~Global~~career, ~~Wealth~~he &was ~~Investment~~also ~~Management~~responsible ~~business~~for ~~from~~the ~~2015~~research tostrategy ~~2017~~for inthe aratings ~~variety~~businesses ofand ~~positions,~~before ~~including~~that ~~Controller.~~led ~~Ms.~~Corporate ~~Sullivan,~~Finance afor ~~CPA,~~the ~~previously~~EMEA ~~held~~Region, ~~various~~European ~~senior~~Corporates ~~positions at several banks~~ and athe ~~major~~EMEA ~~accounting~~leveraged ~~firm~~finance business.

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Name, Age, Position and Biographical Data Stephen Tulenko, 57President, Moody’s AnalyticsMr. 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. Prior to the formation of Moody’s Analytics, he held various sales, product development and product strategy roles at Moody’s Investors Service, Inc. Mr. Tulenko joined Moody’s in 1990. Michael West, 56President, 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. 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. 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.

ITEM 1A. RISK FACTORS

Please carefully consider the following discussion of significant factors, events and uncertainties that make an investment in the Company’s securities risky and provide important information for the understanding of the “forward-looking” statements discussed in Item 7 of this Form 10-K and elsewhere. These risk factors should be read in conjunction with the other information in this annual report on Form 10-K.

The events and consequences discussed in these risk factors could, in circumstances the Company may not be able to accurately predict, recognize, or control, have a material adverse effect on Moody’s business, financial condition, operating results (including components of the Company’s financial results such as sales and profits), cash flows and stock price. These risk factors do not identify all risks that Moody’s faces. The Company could also be affected by factors, events, or uncertainties that are not presently known to the Company or that the Company currently does not consider to present significant risks. 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. 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~~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.

A. Legal and Regulatory Risks

Moody’s Faces Risks Related to Laws and Regulations that Affect the Financial Industry, Including the Credit Rating Industry, Moody's Businesses and Moody’s Customers.

Moody’s is subject to extensive regulation by federal, state and local authorities in the U.S. and by foreign jurisdictions. These regulations, the most important of which are discussed in further detail below, are complex, continually evolving and have tended to become more stringent over time. 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. See “Regulation” in Part I, Item 1 of this annual report on Form 10-K for more information.

~~Further,~~Speculation ~~speculation~~ concerning the impact of legislative, regulatory and ~~regulatory~~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. 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.

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Moody's Investors Service. MIS operates in a highly regulated industry. The current U.S. laws and regulations relating to MIS, including the Reform Act and the Dodd-Frank Act:

–seek to encourage, and may result in, increased competition among CRAs and in the credit rating business;

–may result in alternatives to credit ratings, changes in the pricing of credit ratings, and/or diminished intellectual property protection relating to credit ratings and related research produced by MIS;

–restrict the use of information in the development or maintenance of credit ratings;

–increase regulatory oversight of the credit markets and CRA operations;

–provide the SEC with direct jurisdiction over CRAs that seek NRSRO status, and grant authority to the SEC to inspect the operations of CRAs; and

–provide for enhanced oversight standards and specialized pleading standards, which may result in increases in the number of legal proceedings claiming liability for losses suffered by investors on rated securities and aggregate legal defense costs.

In addition to the extensive and evolving U.S. laws and regulations governing the credit rating industry, foreign jurisdictions have taken measures to regulate CRAs and the markets for credit ratings that significantly impact the operations and the markets for the Company's ratings-related products and services. 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~~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. Credit ratings emanating from outside the EU are subject to ESMA's oversight if they are endorsed into the EU, and ratings endorsed into the U.K. are similarly subject to oversight of the FCA. Additionally, other foreign jurisdictions, such as Australia and Hong Kong and China, have taken measures to increase regulation of CRAs and markets for credit ratings. A failure to comply with these procedural and substantive requirements also exposes MIS to the risk of regulatory enforcement action, which could result in financial penalties or, in serious cases, affect its ability to conduct credit rating activities in certain jurisdictions. For example:

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–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. 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. 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. 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. In addition, MIS Hong Kong is subject to a code of conduct applicable to CRAs that imposes procedural and substantive requirements on the preparation and issuance of credit ratings, restrictions on activities deemed to create a conflict of interest including the disclosure of its compensation arrangements with rated entities and special requirements for credit ratings of structured finance instruments.

–In China, while MIS is not a licensed CRA, it does issue global credit ratings on Chinese issuers from offices outside of China. In addition, the Company holds a 30% investment in CCXI, a domestic CRA licensed in China. China has laws applicable to domestic CRAs as well as foreign investment in such entities and entities in general (including national security review).

–In Australia, unless an exemption applies, CRAs are required to hold an Australian financial services license (AFSL) if they carry on a business of providing credit ratings in Australia. MIS Australia holds an AFSL authorizing it to provide general advice to wholesale clients only by issuing a credit rating. It is therefore required to comply with obligations as an AFSL holder including the requirement to provide financial services efficiently, honestly, and fairly, to manage conflicts of interest, and to comply with the conditions of its AFSL (which conditions include specific conditions about credit ratings).

Future laws and regulations could extend to products and services not currently regulated. These regulations could:

–affect the need for debt securities to be rated;

–expand supervisory remits to include credit ratings issued outside the home jurisdiction;

–increase the level of competition for credit ratings, including the distribution of credit ratings;

–establish criteria for credit ratings or limit the entities authorized to provide credit ratings;

–restrict the collection, use, accuracy, correction and sharing of information by CRAs; or

–regulate pricing (for example, to require fees that are based on costs and are non-discriminatory) on products and services provided by MA such as those products that incorporate credit ratings and research originated by MIS.

In turn, such developments may affect MIS’s communications with issuers as part of the rating assignment process, alter the manner in which MIS’s credit ratings are developed, assigned and communicated, affect the manner in which MIS or its customers or users of credit ratings operate, impact the demand for MIS’s credit ratings or alter the economics of the credit ratings business, including by restricting or mandating business models for CRAs. 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. Additionally, legislative and regulatory initiatives that apply to CRAs and credit markets generally may affect Moody’s in a disproportionate manner. 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.

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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. Additionally, legislative and regulatory initiatives that apply to CRAs and credit markets generally may affect Moody’s in a disproportionate manner. 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. Certain of MA’s subscription products contain credit ratings data and related research produced by MIS, and often are used by MA customers for regulatory compliance purposes, including determination of capital charges and regulatory reporting.

Regulations concerning the issuance of credit ratings and the activities of CRAs, including the dissemination of ratings data, are likely to continue to be considered in the future, including, for example, provisions regarding fair and reasonable availability of ratings data, the terms and conditions associated with such data feeds, remuneration for data and the nature of the information to be included in credit opinions. 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.

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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. These laws and regulations generally are designed to protect information relating to individuals and small businesses, including information used for consumer credit reporting purposes, the data rights of individuals, and to prevent the unauthorized collection, access to and use of personal or confidential information available in the marketplace and prohibit certain deceptive and unfair acts. Additionally, refer to the risk factor entitled “The Company Is Exposed to Risks Related to Protection of Confidential and Personal Information.”

New laws and regulations are likely to be enacted and existing laws and regulations may change or be interpreted and applied differently over time and from jurisdiction to jurisdiction, and it is possible they will be interpreted and applied in ways that will materially and adversely affect our business. As a result of current and future laws and regulations, our customers’ and other third parties’ use of our products and services, as well as our use of information supplied by our suppliers and other third parties, can lead to regulatory inquiries or actions or related private litigation against us. ~~Changes~~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. In the future, the Company may be subject to significant additional expense to ensure continued compliance with laws and regulations applicable to MA and to investigate, defend or remedy actual or alleged violations. Additionally, refer to the risk factor entitled “The Company Is Exposed to Risks Related to Protection of Confidential and Personal Information.”

Further, MA’s bank and financial services customers are subject to additional regulatory oversight. For example:

–U.S. banking regulators, including the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve System and the Consumer Financial Protection Bureau, as well as many state agencies, have issued guidance to insured depository institutions and other providers of financial services on assessing and managing risks associated with third-party relationships, which include all business arrangements between a financial services provider and another entity, by contract or otherwise, and generally requires banks and financial services providers to exercise comprehensive oversight throughout each phase of a bank or financial service provider’s business arrangement with third-party service providers, and instructs banks and financial service providers to adopt risk management processes commensurate with the level of risk and complexity of their third-party relationships. This guidance requires more rigorous oversight of third-party relationships that involve certain "critical activities."

–Regulators in Europe and other foreign markets in which MA is active have issued guidance similar to that issued in the U.S. relating to financial institutions' assessment and management of risks associated with third-party relationships. For example, ~~in December 2022, the EU adopted~~ DORA, ~~which~~requires ~~will apply from early 2025 and will require~~ EU financial institutions to have a comprehensive governance and control framework of the management of ~~information~~ICT ~~and communications technology~~ risks, including risks relating to third-party providers of technology and data such as MA. In light of this, MA’s existing or potential bank and financial services customers subject to this guidance have sought to and may further revise their third-party risk management policies and processes and the terms on which they do business with MA.

–In China, MA is licensed to provide subscriptions to credit research and ratings data and other information relevant to the financial markets. China has laws applicable to Moody’s that are broadly crafted, and the implementation, interpretation and enforcement of such laws are subject to the broad discretion of Chinese regulators, which could affect the Company’s ability to conduct business in China.

The EU AI Act has introduced a risk-based framework for regulating AI systems which applies different obligations to various ~~actors~~participants in the AI supply chain. ~~These~~Compliance ~~rules~~with ~~apply~~the toregulation, ~~among~~in ~~others,~~its ~~product~~current ~~manufacturers~~form, ~~incorporating~~could AIincrease ~~systems into regulated products sold into~~ the EUCompany’s ascosts ~~well~~and asexpose it to ~~providers~~the ~~whose~~risk AIof ~~systems~~penalties or ~~their~~fines ~~outputs~~for ~~are~~noncompliance; ~~made~~however, ~~available~~the inultimate impact of the EU. ~~This~~AI Act ~~will~~on ~~increase~~the ~~costs~~Company toremains MAuncertain, ~~including~~as ~~cost~~the ofEuropean ~~establishing~~Commission ~~processes~~has ~~and~~proposed ~~procedures~~measures ~~around~~intended ~~applicability~~to ~~and~~reduce ~~implementation~~the ofregulatory ~~the~~burden ~~Act’s~~on ~~requirements~~businesses. ~~for~~In MAaddition, ~~products~~numerous other foreign jurisdictions and ~~services~~U.S. MAstates ~~also~~have ~~faces~~proposed aor ~~risk~~enacted oflegislation ~~cost~~relating ofto ~~penalties~~the ordevelopment ~~fines~~and ~~due~~use toof ~~noncompliance~~GenAI.

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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.

The Company Faces Exposure to Litigation and Government Regulatory Proceedings, Investigations and Inquiries (Including Competition Market Studies) Related to Rating Opinions, Analytics Services 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. When the market value of credit-dependent instruments has declined or defaults have occurred, whether as a result of difficult economic times, rapid changes in interest rates, decreased liquidity, turbulent markets or otherwise, the number of investigations and legal proceedings that Moody’s has faced has increased significantly. Parties who invest in securities rated by MIS or issued by MIS-rated entities have pursued claims against MIS or Moody’s for losses they faced in their portfolios. For instance, Moody’s faced numerous class action lawsuits and other litigation, government investigations and inquiries (including market studies) concerning events linked to the U.S. subprime residential mortgage sector and broader deterioration in the credit markets during and after the financial crisis of 2007-2008. Evolving and/or inconsistent expectations regarding climate-risk and other sustainability disclosures and reporting could also result in increased regulatory scrutiny and new regulatory actions at a corporate and business unit level. 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. Additionally, as Moody’'s ~~develops its Gen AI product offerings and/or increases its use of Gen AI, the Company~~ may face ~~increased~~additional ~~regulatory~~government ~~scrutiny and exposure to increased litigation. Legal proceedings and regulatory inquiries and~~ investigations ~~impose additional expenses on the Company~~ and ~~require the attention of senior management to an extent that may significantly reduce their ability to devote time to addressing other business issues, and any of these proceedings, investigations or~~ inquiries ~~(including~~related ~~market studies) could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions. Risks relating~~ to ~~legal proceedings are heightened in foreign jurisdictions that lack~~ the ~~legal~~private ~~protections~~credit or liability standards comparable to those that exist in the U.S. In addition, new laws and regulations have been and may continue to be enacted that establish lower liability standards, shift the burden of proof or relax pleading requirements, thereby increasing the risk of successful litigations in the U.S. and in foreign jurisdictions. These litigation risks are often difficult to assess or quantify. Moody’s may not have adequate insurance or reserves to cover these risks, and the existence and magnitude of these risks often remain unknown for substantial periods of time. Furthermore, when Moody’s is unable to achieve dismissals at an early stage and litigation matters proceed to trial, the aggregate legal defense costs incurred by Moody’s increase substantially, as does the risk of an adverse outcome.

~~Additionally,~~22 MOODY'S as2025 litigation or the process to resolve pending matters progress, Moody’s will continue to review the latest information available and may change its accounting estimates, which could require Moody’s to record or increase liabilities in the consolidated financial statements in future periods. See Note 21 to the consolidated financial statements for more information regarding ongoing investigations and civil litigation that the Company currently faces. Due to the potential number of these proceedings and the significant amount of damages that could be sought, there is a risk that Moody’s will be subject to judgments, settlements, fines, penalties or other adverse results that have a material adverse effect on its business, operating results and financial condition.10-K

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market, where there has been increased regulatory attention relating to the rapid growth of private credit, new financing structures, and CRA ratings for private credit-related instruments, issuers, and credit facilities. Evolving and/or inconsistent expectations regarding climate-risk and other sustainability disclosures and reporting could also result in increased regulatory scrutiny and new regulatory actions at a corporate and business unit level. 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. Additionally Moody’s development of new technologies, including Gen AI and agentic AI product offerings may introduce new risks. Large language models, agentic workflows and related AI-technologies licensed by or developed by the Company, and the data used to train or power them may be incomplete or inadequate, our Gen AI or agentic AI products or platforms may result in adverse impacts to our business operations or reputation and increased regulatory scrutiny and exposure to litigation. Legal proceedings and regulatory inquiries and investigations impose additional expenses on the Company and require the attention of senior management to an extent that may significantly reduce their ability to devote time to addressing other business issues, and any of these proceedings, investigations or inquiries (including market studies) could ultimately result in adverse judgments, damages, fines, penalties or activity restrictions. Risks relating to legal proceedings are heightened in foreign jurisdictions that lack the legal protections or liability standards comparable to those that exist in the U.S. In addition, new laws and regulations have been and may continue to be enacted that establish lower liability standards, shift the burden of proof or relax pleading requirements, thereby increasing the risk of successful litigations in the U.S. and in foreign jurisdictions. These litigation risks are often difficult to assess or quantify. Moody’s may not have adequate insurance or reserves to cover these risks, and the existence and magnitude of these risks often remain unknown for substantial periods of time. Furthermore, when Moody’s is unable to achieve dismissals at an early stage and litigation matters proceed to trial, the aggregate legal defense costs incurred by Moody’s increase substantially, as does the risk of an adverse outcome.

Additionally, as litigation or the process to resolve pending matters progress, Moody’s will continue to review the latest information available and may change its accounting estimates, which could require Moody’s to record or increase liabilities in the consolidated financial statements in future periods. See Note 19 to the consolidated financial statements for more information regarding ongoing investigations and civil litigation that the Company currently faces. Due to the potential number of these proceedings and the significant amount of damages that could be sought, there is a risk that Moody’s will be subject to judgments, settlements, fines, penalties or other adverse results that have a material adverse effect on its business, operating results and financial condition.

The Company Is Exposed to Risks Related to Its Compliance and Risk Management Programs.

Moody’s operates in a number of countries, and as a result the Company is required to comply with and quickly adapt to numerous international and U.S. federal, state and local laws and regulations. The Company’s ability to comply with applicable laws and regulations, including anti-corruption, antitrust, economic and trade sanctions, and securities trading laws, the Reform Act, the Dodd-Frank Act and regulations thereunder, is largely dependent on its establishment and maintenance of compliance, review and reporting systems, as well as its ability to attract and retain qualified compliance and risk management personnel. Moody’s policies and procedures to identify, evaluate and manage the Company’s risks, including risks resulting from acquisitions and from Gen AI developments (such as maintaining the quality and integrity of data of Gen AI product offerings), may not be fully effective, and Moody’s employees or agents may engage in misconduct, fraud or other errors. It is not always possible to deter such errors, and the precautions the Company takes to prevent and detect this activity may not be effective in all cases. If Moody’s employees violate its policies or if the Company’s risk management methods are not effective, the Company may be subject to criminal and civil liability, the suspension of the Company’s employees, fines, penalties, regulatory sanctions, injunctive relief, exclusion from certain markets or other penalties, and may suffer harm to its reputation, financial condition and operating results.

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. Businesses the Company acquires also involve intellectual property portfolios, which increase the challenges the Company faces in protecting its strategic advantage. In addition, the Company’s operating results can be adversely affected by inadequate or changing legal and technological protections for intellectual property and proprietary rights in some jurisdictions and markets, including if and how rights in these markets evolve to address unauthorized or unintended use of intellectual property from new technologies like Gen AI. The lack of strong legal and technological intellectual property protections in foreign jurisdictions in which we operate may increase our vulnerability and may pose risks to our business. 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~~We ~~2024~~also 10incorporate third-Kparty software, including open-source software components, in certain of our products and services. Our reliance on third-party and open-source software exposes us to risks of non-compliance, including potential audits, litigation, injunctions, and the forced disclosure of our proprietary intellectual property, which could materially impact our financial results and operations. Unauthorized third parties may also try to obtain and use technology or other information that the Company regards as proprietary. It is also possible that Moody’s competitors or other entities could obtain patents or other intellectual property rights related to the types of products and services that Moody’s offers, and attempt to require Moody’s to stop developing or marketing the products or services, to modify or redesign the products or services to avoid infringing, or to obtain licenses from the holders of the intellectual property in order to continue developing and marketing the products and services. Even if Moody’s attempts to assert or protect its intellectual property rights through litigation, it may require considerable cost, time and resources to do so, and there is no guarantee that the Company will be successful. The Company’s ability to establish, maintain and protect its intellectual

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Unauthorized third parties may also try to obtain and use technology or other information that the Company regards as proprietary. It is also possible that Moody’s competitors or other entities could obtain patents or other intellectual property ~~rights related to the types of products~~ and services that Moody’s offers, and attempt to require Moody’s to stop developing or marketing the products or services, to modify or redesign the products or services to avoid infringing, or to obtain licenses from the holders of the intellectual property in order to continue developing and marketing the products and services. Even if Moody’s attempts to assert or protect its intellectual property rights through litigation, it may require considerable cost, time and resources to do so, and there is no guarantee that the Company will be successful. 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. These risks, and the cost, time and resources needed to address them, may increase as the Company’s business grows and its profile rises in countries with intellectual property regimes that are less protective than the rules and regulations applied in the United States.

Moody’s Faces Risks Related to Tax Matters, Including Changes in Tax Rates or Tax Rules.

As a global company, Moody’s is subject to taxation in the United States and various other countries and jurisdictions. As a result, our effective tax rate is determined based on the taxable income and applicable tax rates in the various jurisdictions in which the Company operates. Moody’s future tax rates could be affected by changes in the composition of earnings in countries or states with differing tax rates or other factors, including by increased earnings in jurisdictions where Moody’s faces higher tax rates, losses incurred in jurisdictions for which Moody’s is not able to realize the related tax benefit, or changes in foreign currency exchange rates. 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~~initiative ~~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.

In addition, Moody’s is subject to regular examination of its income tax returns by the IRS and other tax authorities around the world. Moody’s regularly assesses the likelihood of favorable or unfavorable outcomes resulting from these examinations to determine the adequacy of its provision for income taxes, including unrecognized tax benefits; however, developments in an audit or litigation could materially and adversely affect the Company. Although the Company believes its tax estimates and accruals are reasonable, there can be no assurance that any final determination will not be materially different than the treatment reflected in its income tax provisions, accruals and unrecognized tax benefits, which could materially and adversely affect the Company’s business, operating results, cash flows and financial condition.

During 2023, multiple foreign jurisdictions in which the Company operates have enacted legislation to adopt a minimum tax rate described in the GloBE or Pillar II, tax model rules issued by the OECD. A minimum ETR of 15% would apply to multinational companies with consolidated revenue above €750 million with an effective date beginning in 2024. Under the GloBE rules, a company would be required to determine a combined ETR for all entities located in a jurisdiction. If the jurisdictional tax rate is less than 15%, an additional tax will be due to bring the jurisdictional effective tax rate up to 15%. 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. On July 4, 2025, President Trump signed into law the legislation commonly referred to as the OBBBA. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Act of 2017, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. Additional regulatory guidance interpreting or clarifying the OBBBA may affect our expected future effective tax rates and tax assets and liabilities which could have a material adverse effect on Moody’s business, results of operations, cash flows and financial condition.

B. Risks Related to our Business

The Company is Exposed to Legal, Economic, Operational and Regulatory Risks of Operating in Multiple Jurisdictions.

Moody’s conducts operations in various countries outside the U.S. and derives a significant portion of its revenue from foreign sources. 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 ~~in the Eurozone or elsewhere~~, including, ~~but not limited to,~~ in ~~Latin America, China or~~ the ~~Middle East~~Eurozone, affects the number of securities offerings undertaken within those particular areas. 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 ~~conflict~~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. 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. Such conflicts could eventually affect the ability of entities to adhere to applicable laws or continue to operate in certain jurisdictions;

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laws in multiple jurisdictions may need to determine a means to comply with such laws. Such 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 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 ~~possibility~~jurisdictions in which we operate which may affect trade, cross-border data transfer, and foreign investment, especially during periods of ~~nationalization~~heightened tension between governmental authorities in such jurisdictions, ~~expropriation~~including protective measures such as export restrictions and customs duties and tariffs, ~~price~~government ~~controls~~intervention favoring local competitors, data localization efforts, and ~~other~~restrictions ~~restrictive~~on ~~governmental~~the ~~actions~~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;

–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; and

–potentially adverse tax consequences~~; and~~ .

~~–complexities~~Additionally, ofMoody’s ~~compliance~~is ~~with~~subject ~~employment~~to complex U.S., foreign and other local laws and regulations that are applicable to its operations abroad, ~~various~~such ~~proposed~~as laws and ~~enacted~~regulations ~~data~~governing ~~privacy~~economic and trade sanctions, tariffs, embargoes, and anti-corruption including the Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and other similar local laws. The internal controls, policies and ~~cybersecurity~~procedures ~~rules~~and employee training and compliance programs to deter prohibited practices the Company has implemented may not be effective in ~~numerous~~preventing employees, contractors or agents from violating or circumventing such internal policies or from material violations of applicable laws and regulations. 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. 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.

Additionally, Moody’s is subject to complex U.S., foreign and other local laws and regulations that are applicable to its operations abroad, such as laws and regulations governing economic and trade sanctions, tariffs, embargoes, and anti-corruption including the Foreign Corrupt Practices Act of 1977, the U.K. Bribery Act of 2010 and other similar local laws. The internal controls, policies and procedures and employee training and compliance programs to deter prohibited practices the Company has implemented may not be effective in preventing employees, contractors or agents from violating or circumventing such internal policies or from material violations of applicable laws and regulations. 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. 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.

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 ishas ~~located~~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 (~~iii~~iv) locations that may be affected by the Russia-Ukraine military conflict and the military ~~conflict~~conflicts in the Middle East. This may include a disruption involving physical or technological infrastructure (whether or not controlled by the Company), including the Company’s electronic delivery systems, the Company's data center facilities, or the Internet, used by the Company or third parties with or through whom Moody’s conducts business. Many of the Company’s products and services are delivered electronically and the Company’s customers depend on the Company’s ability to receive, store, process, transmit and otherwise rapidly handle very substantial quantities of data and transactions on computer-based networks. Some of Moody’s operations require complex processes and the Company’s extensive controls to reduce the risk of error inherent in our operations cannot eliminate such risk completely. To the extent the Company grows through acquisitions, newly acquired businesses may not have invested in technological infrastructure and disaster recovery to the same extent as Moody's has. As their systems are integrated into Moody's, a vulnerability could be introduced, which could impact platforms across the Company. The Company’s customers also depend on the continued capacity, reliability and security of the Company’s telecommunications, data centers, networks and other electronic delivery systems, including its websites and connections to the Internet. The Company’s employees also depend on these systems for internal use. 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. Additionally, refer to the risk factor below entitled "The Company Is Exposed to Risks Related to Cybersecurity and Protection of Confidential Information."

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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.

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. To the extent any of the Company’s third-party providers ceases to provide these services in an efficient, cost-effective manner or fails to adequately expand its services to meet the Company’s needs and the needs of the Company’s customers, the Company could experience lower revenues and higher costs. Additionally, refer to the risk factor entitled “The Company Is Dependent on the Use of Third-Party Software, Data, Hosted Solutions, Data Centers, Cloud and Network Infrastructure (Together, the “Third-Party Technology”), and Any Reduction in Third-Party Product Quality or Service Offerings, Could Have a Material Adverse Effect on the Company’s Business, Financial Condition or Results of Operations.”

Additionally, although the Company maintains processes to prevent, detect and recover from a disruption, the Company also does not have fully redundant systems for most of its smaller office locations and low-risk systems, and its disaster recovery plan does not include restoration of non-essential services. If a disruption occurs in one of Moody’s locations or systems and its personnel in those locations or those who rely on such systems are unable to utilize other systems or communicate with or travel to other locations, such persons’ ability to service and interact with Moody’s customers will suffer. The Company cannot predict with certainty all of the adverse effects that could result from the Company’s failure, or the failure of a third party, to efficiently address and resolve these delays and interruptions. A disruption to Moody’s operations or infrastructure may have a material adverse effect on its reputation, business, operating results and financial condition.

The Economics of the Company’s Business is Dependent on the Volume of Debt Securities Issued in Domestic and/or Global Capital Markets. Recent Financial Market Conditions, Including Decreased Asset Levels and Flows into Investment Vehicles, Increases in Interest Rates and Other Volatility Has Had, and May Continue to Have, a Material Adverse Impact on the Volume of Debt Securities Issued.

Moody’s business is impacted by general economic conditions and volatility in world financial markets. Furthermore, issuers of debt securities have increasingly elected to issue securities without ratings or securities which are rated or evaluated by non-traditional parties such as financial advisors, rather than traditional CRAs, such as MIS. Companies are also increasingly accessing alternative sources of financing, such as loans and debt financing from non-bank lenders that do not involve a CRA-issued credit rating. A majority of Moody’s credit-rating-based revenue is transaction-based, and therefore it is especially dependent on the number and dollar volume of debt securities issued in the capital markets. Conditions that reduce issuers’ ability or willingness to issue debt securities, such as interest rate and market volatility, declining growth, currency devaluations, changes in laws (including tax-related laws) or other adverse economic trends, reduce the number and dollar-equivalent volume of debt issuances for which MIS provides ratings services and thereby adversely affect the fees Moody’s earns in its ratings business.

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 iscould materially and adversely affect the Company’s business, operating results and financial condition. 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~~evolving ~~change~~government policies in the U.S. ~~Presidential~~and ~~administration~~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. 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. 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. Further, cost-reduction initiatives, including those under-taken to date, could make it difficult for the Company to rapidly expand operations in order to accommodate any unexpected increase in the demand for ratings. Further volatility in the financial markets, including decreases in the volumes of debt securities, increases in interest rates, and fluctuations in credit spreads, may have a material adverse effect on the business, operating results and financial condition, which the Company may not be able to successfully offset with cost reductions.

The Introduction of Competing Products, Technologies or Services by Other Companies Can Negatively Impact the Nature and Economics of the Company’s Business.

The markets for credit ratings, research, credit risk management services, business intelligence and analytical services are highly competitive and characterized by rapid technological change, including change based on our Gen AI offerings, disruption by the Gen AI offerings of others, changes in customer and investor demands, and evolving regulatory requirements, industry standards and market preferences. 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. Moody’s competitors include both established companies with significant financial resources, brand recognition, market experience and technological expertise, and smaller companies which may be more agile and better poised to quickly adopt new or emerging technologies or respond to customer requirements. 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 ~~credit~~ risk assessment methods currently employed by Moody’s,. orMoody’s ~~may~~also ~~position,~~competes ~~price~~indirectly oragainst ~~market~~consulting ~~their~~firms ~~products~~and intechnology ~~manners~~and ~~that~~information ~~differ~~providers, ~~from~~some ~~those~~of ~~utilized~~whom byare also suppliers to Moody’s.; ~~The~~these ~~increased~~indirect ~~presence~~competitors ofcould ~~Gen AI~~ in the ~~market~~future ~~could~~choose ~~also~~to ~~lead~~compete todirectly ~~increased~~with ~~expectations~~Moody’s, ~~from~~cease ~~customers~~doing ~~and~~business ~~market~~with ~~participants~~Moody’s ~~that~~or ~~higher~~change ~~quality~~the ~~information~~terms ~~will~~under bewhich ~~delivered~~they ondo ~~advanced~~business ~~timelines.~~with Moody’s ~~also~~in a way that could negatively impact our business. In addition, customers or

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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. 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. Further, the increased availability in recent years of free or relatively inexpensive information, online and through the use of Gen AI, may reduce the demand for Moody’s products and services. Moody’s growth prospects and operating margins also could be adversely affected by Moody’s failure to make necessary or optimal capital infrastructure expenditures and improvements and the inability of its information technologies to provide adequate capacity and capabilities to meet increased demands of producing quality ratings and research products at levels achieved by competitors. Any inability of Moody’s to compete successfully may have a material adverse effect on its business, operating results and financial condition.

The Company Faces Increased Pricing Pressure from Competitors and/or Customers.

There is price competition in the credit rating, research, and credit risk management segments, as well as in the segment for research, business intelligence and analytical services offered by MA. Moody’s faces competition globally from other CRAs and from investment banks and brokerage firms that offer credit opinions in research, as well as from in-house research operations. Competition for customers and market share has spurred more aggressive tactics by some competitors in areas such as pricing and services, as well as increased competition from non-NRSROs that evaluate debt risk for issuers or investors. In addition, the emergence of Gen AI and other technologies may further intensify these pressures, as the Company's competitors may use these tools to deliver solutions at lower prices, or these tools may be used in a way that significantly increases access to publicly available information. At the same time, a challenging business environment and consolidation among both competitors and customers, particularly those involved in structured finance products and commercial real estate, and other factors affecting demand may enhance the market power of competitors and reduce the Company’s customer base. ~~Recent~~Competitive ~~weak~~pricing ~~economic~~pressures ~~growth~~have ~~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. While Moody’s seeks to compete primarily on the basis of the quality of its products and services, it can lose market share when its pricing is not sufficiently competitive. In addition, the Reform Act was designed to encourage competition among rating agencies. The formation of additional NRSROs may increase pricing and competitive pressures. Furthermore, in some of the countries in which Moody’s operates, governments may provide financial or other support to local rating agencies. Any inability of Moody’s to compete successfully with respect to the pricing of its products and services will have a material adverse impact on its business, operating results and financial condition.

The Company Is Exposed to Reputation and Credibility Concerns.

Moody’s reputation and the strength of its brand are key competitive strengths. To the extent that the credit rating business as a whole or Moody's, relative to its competitors, suffers a loss in credibility, Moody’s business will be significantly impacted. 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, 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. Operational errors, including calculation or methodological errors, or errors in software, data or ~~data~~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. Additionally, as Moody's develops its Gen AI product offerings, the Company may incur risks or challenges in its adoption, such as falling behind market expectations for the performance and cost savings related to these offerings, as well as for Moody's perceived expertise regarding these offerings, that could lead to reputational harm. Damage to reputation and credibility could have a material adverse impact on Moody’s business, operating results and financial condition, as well as on the Company’s ability to find suitable candidates for acquisition.

Our ~~reputation~~Reputation or ~~business~~Business ~~could~~Could beBe ~~negatively~~Negatively ~~impacted~~Impacted by ~~ESG~~Sustainability ~~matters~~Matters and ~~our~~Our ~~reporting~~Reporting of ~~such~~Such ~~matters~~Matters

Over the past several years, both in the United States and internationally, regulators, certain investors and other stakeholders have focused on various ~~environmental~~sustainability matters, ~~social~~including ~~policy~~environmental impact, human ~~rights~~capital, and ~~other~~human ~~sustainability matters~~rights. We communicate ~~certain~~our ~~sustainability initiatives,~~ goals and ~~commitments~~initiatives ~~(including~~related ~~with respect~~ to ~~environmental~~these matters, ~~social~~via ~~matters and other matters), in our~~ various public disclosures, ~~Task~~available ~~Force~~ on ~~Climate-related Financial Disclosures Report, on~~ our website, in our filings with the SEC, and elsewhere. ~~These~~Failure ~~goals or commitments could be challenging~~ to achieve ~~and~~these ~~costly~~goals toor ~~implement,~~complete ~~and~~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. 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. Several regulatory oversight regimes for ESG ratings providers which may impose new regulatory requirements on Moody’s include the EU regulation on the transparency and integrity of ESG rating activities, adopted by the European Parliament and Council in November 2024 and published in the Official Journal of the EU in December 2024, or draft legislation published by the United Kingdom in 2024 to empower the FCA to supervise ESG rating providers. 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, 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. We could be subject to litigation or regulatory enforcement actions regarding the accuracy, sufficiency or completeness of our sustainability-related disclosures. Our pursuit of, or

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~~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.

In addition, there has been a recent increase in “anti-ESG” sentiment in the United States by certain activists, institutions and governmental entities criticizing ESG or climate-focused products and services. We may face scrutiny, reputational risk, lawsuits or heightened scrutiny from these parties regarding our sustainability initiatives, goals and commitments, even where such initiatives, goals and commitments are expected or required in other jurisdictions outside the United States. To the extent we continue to make disclosures about our sustainability initiatives, goals and commitments, we could be criticized for such matters, which could negatively impact our reputation or otherwise materially harm our business.

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. Competition for skilled individuals in the financial services and technology industries is intense, and Moody’s ability to attract high -quality employees could be impaired if it is unable to offer competitive compensation and other incentives or if the regulatory environment mandates restrictions on or disclosures about individual employees that would not be necessary in competing industries. Rising expenses including wage inflation, and global labor shortages could adversely affect Moody’s ability to attract and retain high-quality employees. As greater focus has been placed on executive compensation at public companies, in the future, Moody’s may be required to alter its compensation practices in ways that adversely affect its ability to attract and retain talented employees. ~~Investment~~Competitors ~~banks, investors~~ and ~~competitors~~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. We could also fail to effectively respond to evolving perceptions and goals of those in our workforce or whom we might seek to hire, including with respect to flexible or remote working arrangements or other matters. 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. There is a risk that even when the Company invests significant resources in attempting to attract, train and retain qualified personnel, it will not succeed in its efforts, and its business could be harmed. Further, employee expectations in areas such as ESG have been evolving. A failure to adequately meet employee expectations may result in an inability to attract and retain talented employees.

Moody’s is highly dependent on the continued services of Robert Fauber, the Company's President and Chief Executive Officer, and other senior officers and key employees. The loss of the services of skilled personnel for any reason and Moody’s inability to replace them with suitable candidates quickly or at all, as well as any negative market perception resulting from such loss, could have a material adverse effect on Moody’s business, operating results and financial condition.

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. Such transactions and investments present significant challenges and risks. The Company faces intense competition for acquisition targets, especially in light of industry consolidation, which may affect Moody’s ability to complete such transactions on favorable terms or at all. Additionally, the Company makes significant investments in technology, including software for internal use, which can be expensive, time-intensive and complex to develop and implement.

The anticipated growth, synergies and other strategic objectives of completed transactions may not be fully realized, and a variety of factors may adversely affect any anticipated benefits from such transactions. Any strategic transaction involves a number of risks, including unanticipated challenges regarding integration of operations, technologies and new employees; the existence of liabilities or contingencies not disclosed to or otherwise known by the Company prior to closing a transaction; unexpected regulatory and operating difficulties and expenditures; scrutiny from competition and antitrust authorities; failure to retain key personnel of the acquired business; future developments that impair the value of purchased goodwill or intangible assets; diversion of management’s focus from other business operations; failure to implement or remediate controls, procedures and policies appropriate for a larger public company at acquired companies that prior to the acquisition lacked such controls, procedures and policies; disputes or litigation arising out of acquisitions or dispositions; challenges retaining the customers of the acquired business; coordination of product, sales, marketing and program and systems management functions; integration of employees from the acquired business into Moody’s organization; integration of the acquired business’s accounting, information technology, human resources, legal and other administrative systems with Moody’s; risks that acquired systems expose us to cybersecurity risks; and for foreign transactions, additional risks related to the integration of operations across different cultures and languages, and the economic, political and regulatory risks associated with specific countries. The anticipated benefits from an acquisition or other strategic transaction or investment may not be realized fully, or may take longer to realize than expected. As a result, the failure of acquisitions, dispositions and other strategic transactions and investments to perform as expected may have a material adverse effect on Moody’s business, operating results and financial condition.

At December 31, ~~2024~~2025, Moody’s had $56,~~994~~368 million of goodwill and $1,~~890~~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 ~~two~~MA reporting ~~units within MA~~unit. The remaining 6% of goodwill and intangible assets reside in MIS and primarily relate to ICRA. 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. 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.

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~~Our~~and ~~business~~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. Determining whether an impairment of goodwill exists can be ~~negatively~~especially ~~impacted~~difficult byin ~~climate~~periods ~~change~~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.

AsOur a global company, our employees and offices are subject to risks related to the impact of climate change. We have offices in locations that are vulnerable to the effects of climate change and extreme weather. In addition, continued reliable energy sources are critical for business ~~continuity~~could ~~globally and those sources too can~~ be negatively impacted by ~~extreme~~physical ~~weather. The frequency~~ and ~~impact~~transitional ofclimate 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 operationsrisks.

As a global company, our employees and offices are subject to physical climate risks. 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. 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.

We are also subject to changes in policies, technologies, or market preferences that are intended to address the effects of climate related risks, as well as ongoing legislative and regulatory uncertainties and changes regarding climate risk management and practices. These considerations could impact us and our customers and result in increased regulatory, compliance or operational costs. Furthermore, a number of states in which we operate have enacted or proposed statutes and regulations addressing climate and sustainability issues, while certain other states and governments in non-U.S. countries where we operate have enacted, or have proposed to enact, divergent and sometimes conflicting statutes, regulations or policies. Our products and services may fail to meet the needs and expectations of our customers in response to future changes in policies, technologies or market preferences, which could adversely impact our business, operating results and financial condition.

C. Technology Risks

The Company Is Exposed to Risks Related to Cybersecurity and Protection of Confidential Information.

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. The Company also often has access to MNPI and other confidential information concerning its customers, including public and private companies, sovereigns, and other third parties, and their customers, suppliers or transaction counterparties. 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.

The risks the Company faces range from cyber-attacks common to most industries, to more advanced threats that target the Company because of its prominence in the global marketplace, or due to its ratings of sovereign debt and corporate issuers. The Company and its third-party service providers, including our vendors, regularly experience cyber-attacks and data breaches of varying degrees. 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. Such events may compromise the confidentiality, integrity, or availability of material information held by the Company (including information about Moody’s business, employees or customers), as well as other sensitive data, including personally identifiable information, the disclosure of which could lead to identity theft. 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 ~~prevent~~respond to unauthorized activity, but such precautions may not be successful.

As the Company has grown and acquired businesses, IT guidelines have been developed and applied within business units or inherited from legacy organizations, which can result in internal differences in the Company's approach to IT standards until acquired entities are integrated. This creates a risk of developing unintended vulnerabilities and could result in additional costs, difficulty meeting new regulatory standards, or failing to meet customer expectations. The Company may be exposed to additional threats as it migrates its data from legacy systems to cloud-based solutions, and increased dependence on third-parties to store cloud-based data subjects the Company to further cyber risks. 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~~MOODY'S ~~Company~~2025 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. Although Moody’s devotes significant resources to maintain and regularly update such systems and processes, measures that Moody’s takes to avoid, detect, mitigate or recover from material incidents can be expensive, and may be insufficient, circumvented, or may become ineffective. Further, Moody’s relies on third10-party technical subject matter experts to assist in managing its cyber security risk management processes. While Moody’s employs such third parties to assist in strengthening its cybersecurity defenses, there can be no guarantee that any action taken as advised by such third party will be adequate or sufficient to address the evolving threat landscape. Additionally, any measures that Moody’s takes in connection with such third parties to avoid, detect, mitigate or recover from material cyber security threats or incidents can be expensive, and may be insufficient, circumvented, or may become ineffective.K 29

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. 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. Because the methods used for these systems cyberattacks are rapidly changing, the Company or its third-party vendors, despite significant focus and investment, may be unable to anticipate and/or deploy sufficient protections against such incidents. Further, the extent of a particular security incident and the steps needed to investigate may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable information about the incident, including the extent of the harm and how best to remediate it, is known. Recent well-publicized security breaches at other companies have led to enhanced government and regulatory scrutiny of the measures taken by companies to protect against cyber-attacks, and may in the future result in heightened cybersecurity compliance requirements, including additional regulatory expectations for oversight of third-party vendors and service providers. Cybersecurity incidents, including the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or

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~~confidential~~The ~~data,~~Company ~~could~~has ~~cause~~invested ~~reputational~~and ~~harm,~~continues ~~loss~~to ofinvest ~~customers~~in risk management and ~~revenue,~~information ~~fines,~~security ~~regulatory~~measures ~~actions~~in ~~and~~order ~~scrutiny,~~to ~~sanctions~~protect orits ~~other~~systems ~~statutory~~and ~~penalties~~data, ~~litigation~~including employee training, ~~liability~~disaster ~~for~~and ~~failure~~incident toresponse ~~safeguard~~plans, ~~the~~and ~~Company~~technical defenses. Although Moody’s ~~customers’~~devotes ~~information,~~significant orresources ~~financial~~to ~~losses~~maintain and regularly update such systems and processes, measures that ~~are~~Moody’s ~~either~~takes ~~not~~to ~~insured~~avoid, ~~against~~detect, mitigate or ~~not~~recover ~~fully~~from ~~covered~~material ~~through~~incidents ~~any~~can ~~insurance~~be ~~maintained~~expensive, byand ~~the~~may ~~Company.~~be Ininsufficient, ~~addition~~circumvented, ~~disclosure~~ or ~~media~~may ~~reports~~become ofineffective. ~~actual~~Further, orMoody’s ~~perceived~~relies ~~security~~on ~~vulnerabilities~~third-party technical subject matter experts to ~~the~~assist ~~Company’s~~in ~~systems~~managing orits ~~those~~cyber ofsecurity ~~the~~risk ~~Company~~management processes. While Moody’s employs such third parties to assist in strengthening its cybersecurity defenses, ~~even~~there ifcan be no ~~breach~~guarantee ~~has~~that ~~been~~any ~~attempted~~action taken as advised by such third party will be adequate or ~~occurred~~sufficient to address the evolving threat landscape. Additionally, ~~could~~any ~~lead~~measures that Moody’s takes in connection with such third parties to ~~reputational~~avoid, ~~harm~~detect, ~~loss~~mitigate ofor ~~customers~~recover ~~and~~from ~~revenue,~~material cyber security threats or ~~increased~~incidents ~~regulatory~~can ~~actions~~be ~~oversight~~expensive, and ~~scrutiny.~~may be insufficient, circumvented, or may become ineffective.

Additionally, Gen AI has contributed to an increase in the prevalence and sophistication of cyber threats, expanding the Company's exposure to potential breaches and systems disruptions. Despite the Company’s best efforts, it is not fully insulated from, and has in the past experienced, security threats and system disruptions. As Gen AI technologies continue to advance, threat actors will develop increasingly sophisticated methods as well as technology and tools to facilitate the commission of cyber-attacks and develop new cyber-crime business models such as Ransomware-as-a-Service (RaaS) or Vulnerabilities-as-a-Service (VaaS). This may include the use of Gen AI to automate and enhance phishing schemes, advance malware, carry out more effective cyber-attacks. 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. 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. Because the methods used for these systems cyberattacks are rapidly changing, the Company or its third-party vendors, despite significant focus and investment, may be unable to anticipate and/or deploy sufficient protections against such incidents. Further, the extent of a particular security incident and the steps needed to investigate may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable information about the incident, including the extent of the harm and how best to remediate it, is known. Recent well-publicized security breaches at other companies have led to enhanced government and regulatory scrutiny of the measures taken by companies to protect against cyber-attacks, and may in the future result in heightened cybersecurity compliance requirements, including additional regulatory expectations for oversight of third-party vendors and service providers. 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. In addition, disclosure or media reports of actual or perceived security vulnerabilities to the Company’s systems or those of the Company’s third parties, even if no breach has been attempted or occurred, could lead to reputational harm, loss of customers and revenue, or increased regulatory actions oversight and scrutiny.

Any of the foregoing may have a material adverse effect on Moody’s business, operating results and financial condition.

The Company Is Exposed to Risks Related to Protection of Confidential and Personal Information

To conduct its operations, the Company regularly moves data across national borders, and consequently is subject to a variety of continuously evolving and developing laws and regulations in the U.S. and abroad regarding privacy, data protection and data security, such as the Federal Trade Commission Act in the U.S., the GDPR in the EU, the GDPR in the U.K., the Cyber Security Law, the Data Security Law, and the Personal Information Protection Law in China and various other international, federal, state and local laws and regulations. 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. For example, GDPR greatly increased the jurisdictional reach of European Union privacy law and added a broad array of requirements for processing personal data, including the public disclosure of significant data breaches. 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. 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”)~~, and laws in Virginia, Colorado, Connecticut, Utah, Montana, Oregon and Texas, which became effective in 2023 and 2024~~. Data privacy laws have also been passed in numerous U.S. states, including Iowa, Indiana, Tennessee, Delaware, New Jersey, Kentucky, Maryland, Minnesota, Nebraska, New Hampshire and Rhode Island that will go into effect over the course of 2024, 2025 and 2026. The effects of non-compliance with the CCPA, CPRA and other similar data privacy laws are significant, and may require the Company to modify its data processing practices and policies and to incur additional costs and expenses. All of these evolving compliance and operational requirements have required or could require in the future, changes to certain business practices, thereby increasing costs, requiring significant management time and attention, and subjecting the Company to negative publicity, as well as remedies that may harm its business, including fines, modified demands or orders, the cessation of existing business practices and exposure to litigation, regulatory actions, sanctions or other statutory penalties.

The Company Is Dependent on the Use of Third-Party Software, Data, Hosted Solutions, Data Centers, Cloud and Network Infrastructure (Together, the “Third-Party Technology”), and Any Reduction in Third-Party Product Quality or Service Offerings, Could Have a Material Adverse Effect on the Company’s Business, Financial Condition or Results of Operations.

Moody’s relies on Third-Party Technology in connection with its product development and offerings and operations. The Company depends on the ability of Third-Party Technology providers to deliver and support reliable products, provide sufficient cloud computing capacity to meet demand, enhance their current products, develop new products on a timely and cost-effective basis, provide data necessary to develop and maintain its products and respond to emerging industry standards and other technological changes. 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. In addition, certain aspects of the Company’s business rely on a concentrated group of vendors, and a cybersecurity breach or event and/or an error caused by one or more of such vendors could have a significant impact on the Company’s operations, as well as the operations of the Company's customers and other Third-Party Technology.

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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. In addition, certain aspects of the Company’s business rely on a concentrated group of vendors, and a cybersecurity breach or event and/or an error caused by one or more of such vendors could have a significant impact on the Company’s operations, as well as the operations of the Company's customers and other Third-Party Technology.

The Company also monitors its use of Third-Party Technology to comply with applicable license and other contractual requirements. Despite the Company’s efforts, the Company cannot ensure that such third parties will permit Moody’s use in the future, resulting in increased Third-Party Technology acquisition costs and loss of rights. In addition, the Company’s operating costs could increase if license or other usage fees for Third-Party Technology increase or the efforts to incorporate enhancements to Third-Party Technology are substantial. Some of these third-party suppliers are also Moody’s competitors, increasing the risks noted above.

In the ordinary course, third-parties, including the Company’s vendors, are subject to various forms of cyber-attacks or security incidents. Vulnerabilities in our vendors' software, system or networks or failure of their safeguards, policies or procedures may cause material interruptions to Moody's or our vendors' websites, applications, or data processing, or could compromise the confidentiality or integrity of the impacted information. 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. ~~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 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.

MOODY'S 2024 10-K 33

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ITEM 1C. CYBERSECURITY AND RISK MANAGEMENT

Governance

Management

The Company maintains a dedicated internal cybersecurity team that interacts with executive management and its business units to identify, assess, manage, and respond to cybersecurity risks and incidents relating to the Company’s information systems and operations. 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.~~ At December 31, ~~2024~~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. 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~~TCRC, chaired by the CISO, and whose members include the CTSO, CAO and ~~Chief Risk & Resiliency Officer~~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. The ~~Cyber~~TCRC ~~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 ~~Cyber~~TCRC ~~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~~TCRC ~~Committee~~ may additionally be convened on an ad hoc basis. The ~~Cyber~~TCRC ~~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. In the case of incidents that arise, the ~~Cyber Committee~~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~~TCRC ~~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 CISO has extensive cybersecurity knowledge and skills, gained from over 20 years’ experience working in regulated industries. The CISO holds a number of cybersecurity related certifications, including the Certified Information Systems Security Professional and Certified Information Security Manager. In addition to the CISO, the CTSO has been a close partner and advocate for cybersecurity at the Company, and is consulted or informed on all decisions or risks that affect the Company's technology systems and/or implicate cybersecurity. The CAO is responsible for overseeing the cybersecurity team at the executive leadership level.

Board of Directors and Audit Committee

The Board provides oversight of management’s efforts to assess and manage cybersecurity risks and respond to cybersecurity incidents and threats. 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~~MOODY'S ~~Board~~2025 receives regular updates from the CISO, CTSO, and CAO regarding matters related to technology and cybersecurity. The Company has protocols, as discussed below, by which certain cybersecurity concerns, incidents and threats are escalated within the Company and, where appropriate, reported in a timely manner to the Board.10-K 31

Risk Management and Strategy

The objective of the Company's comprehensive cybersecurity program is to assess, identify, and manage risks from cybersecurity incidents and threats. The Company's cybersecurity program leverages the NIST Framework and it incorporates training and awareness coupled with ongoing monitoring and assessment. 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.

As part of the cybersecurity program, the Company’s cybersecurity environment is monitored by automated tools on an ongoing basis and an internal cybersecurity team that reviews threats, alerts, and incidents. The Company’s Incident Response Plan provides governance and guidance in responding to information security incidents and is tested regularly for calibration against existing and emerging threats. 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. 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. 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. In addition to these ongoing efforts, the Company has a set

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ofThe ~~third-party~~Board ~~risk~~receives ~~management~~regular ~~tools~~presentations ~~through~~and ~~which~~updates itfrom ~~monitors~~the ~~for~~CISO, ~~cybersecurity~~CRRO ~~risks~~and CAO regarding matters related to technology and ~~threats~~cybersecurity, ~~associated~~including ~~with~~as ~~its~~part ~~third-party~~of ~~service~~enterprise ~~providers~~risk updates that are a recurring Board agenda item. The ~~Incident~~Company ~~Response~~has ~~Plan~~protocols, ~~includes~~as ~~processes~~discussed ~~that~~below, ~~define~~by ~~how~~which ~~the~~certain ~~Company~~cybersecurity ~~manages~~concerns, incidents and ~~responds~~threats toare ~~such~~escalated ~~risks~~within orthe ~~threats~~Company ~~associated~~and, ~~with~~where ~~its~~appropriate, ~~third-party~~reported ~~service~~in ~~providers~~a timely manner to the Board.

Risk Management and Strategy

The objective of the Company's comprehensive cybersecurity program is to assess, identify, and manage risks from cybersecurity incidents and threats. The Company's cybersecurity program leverages the NIST Framework and it incorporates training and awareness coupled with ongoing monitoring and assessment. 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.

As part of the cybersecurity program, the Company’s cybersecurity environment is monitored by automated tools on an ongoing basis and an internal cybersecurity team that reviews threats, alerts, and incidents. The Company’s Incident Response Plan provides governance and guidance in responding to information security incidents and is tested regularly for calibration against existing and emerging threats. 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. 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. Internal 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. The Incident Response Plan includes processes that define how the Company manages and responds to such risks or threats associated with its third-party service providers.

The Company contracts with reputable third parties to conduct annual external assessments of its cybersecurity program and its components. Government agencies and their contracted agents also conduct periodic reviews in certain jurisdictions where the Company operates. Insurance agents, customers and other market participants routinely assess the Company’s security posture relative to their own standards.

Security Policy and Requirements

The Company has an Information Security Policy and Information Security Standards, which, taken together, describe the standards and minimum requirements that are expected of all business and information security personnel to protect the Company’s information and technology assets. The policy provides a framework guided by security principles designed to address the confidentiality, integrity and availability of the Company’s information assets in the context of internal, external, deliberate and accidental threats, while supporting the Company’s information creation and sharing needs.

The Company is subject to various privacy laws in the jurisdictions where it operates including CCPA and GDPR, as well as U.S. Federal regulation by the FTC, for certain privacy-related aspects of its business, and the Sarbanes-Oxley Act of 2002. The Company is audited in connection with requirements set forth in the Sarbanes-Oxley Act of 2002, and Moody’s Analytics obtains third-party audits in connection with the ISO 27001 certification and SOC 1 and SOC 2 attestation reports, respectively, for certain products. 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 ~~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. 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’s IT Use Policy outlines a detailed escalation process under which employees are to immediately report any suspected cybersecurity incident.

The cybersecurity threat landscape is dynamic and volatile, and requires significant investment on the part of the Company in terms of talent recruitment and retention, as well as procuring and deploying the correct tools to address threats. 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.

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ITEM 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~~2025, Moody’s operations were conducted from 2924 U.S. offices and ~~102~~99 non-U.S. office locations, all of which are leased. These properties are geographically distributed to meet operating and sales requirements worldwide. These properties are generally considered to be both suitable and adequate to meet current operating requirements.

ITEM 3. LEGAL PROCEEDINGS

For information regarding legal proceedings, see Part II, Item 8 – “Financial Statements,” Note 19 “Contingencies” in this Form 10-K.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Information in response to this Item is set forth under the captions below.

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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

~~382~~480,~~909~~352

~~471~~482.6430

~~374~~472,~~250~~215

$14,~~870~~170 million

November 1- 30

~~304~~224,~~282~~252

~~474~~482.2643

~~304~~220,~~006~~306

$14,~~726~~064 million

December 1- 31

~~329~~210,~~465~~351

~~486~~496.1323

~~326~~207,~~742~~805

$13,~~567~~960 million

Total

1914,~~016,656~~955

~~477~~485.1555

1900,~~004,998~~326

(1)Includes surrender to the Company of 8,~~659~~137; ~~276~~3,946; and 2,~~723~~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.

(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 1521, ~~2024~~2025, the Board authorized ~~an additional~~ $~~1.5~~4 billion in share repurchase authority. At December 31, ~~2024~~2025, there was approximately $14.6 0 billion of share repurchase authority remaining under ~~these~~this ~~authorizations~~authorization. There is no established expiration date for the remaining ~~authorizations~~authorization.

During the fourth quarter of ~~2024~~2025, Moody’s issued a net 83 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, ~~2025~~2026 was 1,~~362~~277. 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.

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EQUITY COMPENSATION PLAN INFORMATION

The table below sets forth, as of December 31, 2025, certain information regarding the Company’s equity compensation plans.

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~~247,~~379~~957

(1)

~~267~~313.6490

18,~~949~~551,~~656~~584

(3)

Equity compensation plans not approved by security holders

—

Total

2,~~563~~247,~~379~~957

~~267~~313.6490

18,~~949~~551,~~656~~584

(1)Includes 1,~~927~~693,~~315~~687 options and unvested restricted stock units outstanding under the Company's 2001 Key Employees' Stock Incentive Plan, 3114,~~168~~467 options and unvested restricted stock units outstanding under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan and 53,~~300~~659 unvested restricted stock units outstanding under the 1998 Non-Employee Directors' Stock Incentive Plan. This number also includes a maximum of ~~599~~536,~~596~~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 ~~2022~~2023, ~~2023~~2024 and ~~2024~~2025. Assuming payout at target, the number of shares to be issued upon the vesting of outstanding performance share awards is ~~315~~283,~~665~~070.

(2)Does not reflect unvested restricted stock units or performance share awards included in column (a) because these awards have no exercise price.

(3)Includes 1514,~~206~~855,~~030~~368 shares available for issuance as under the 2001 Stock Incentive Plan, of which all may be issued as options and 9,~~584~~291,~~545~~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, ~~466~~469,~~831~~868 shares available for issuance as options or restricted stock units under the Risk Management Solutions, Inc. 2015 Equity Incentive Plan, and ~~861~~856,~~174~~877 shares available for issuance as options, shares of restricted stock, restricted stock units or performance shares under the 1998 Directors Plan, and 2,~~415~~369,~~621~~471 shares available for issuance under the Company’s Employee Stock Purchase Plan.

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PERFORMANCE GRAPH

The following graph compares the total cumulative shareholder return of the Company to the performance of ~~Standard~~ S&P ~~Poor’s~~ 500 Composite Index and the Russell 3000 Financial Services Index.

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~~2020. The comparison also assumes the reinvestment of dividends, if any. The total return for the Company's common stock was ~~108~~83% during the performance period as compared with a total return during the same period of 9796% and 85116% for the S&P 500 Composite Index and the Russell 3000 Financial Services Index, respectively.

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
	2020		2021		2022		2023		2024		2025
Moody’s Corporation	$	100.00	$	~~123~~135.2857	$	~~167~~97.1360	$	~~120~~138.3213	$	~~170~~168.2873	$	~~208~~183.0148
S&P 500 Composite Index	$	100.00	$	~~118~~128.4071	$	~~152~~105.3940	$	~~124~~133.7910	$	~~157~~166.5940	$	~~197~~196.0216
Russell 3000—Financial Services Index	$	100.00	$	98137.9956	$	~~136~~117.1668	$	~~116~~144.4937	$	~~142~~186.9059	$	~~184~~215.7066

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.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion and analysis of financial condition and results of operations should be read in conjunction with the Moody’s Corporation consolidated financial statements and notes thereto included elsewhere in this annual report on Form 10-K.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains Forward-Looking Statements. See “Forward-Looking Statements” commencing on page 6164 and Item 1A. “Risk Factors” commencing on page 2320 for a discussion of uncertainties, risks and other factors associated with these statements.

The Company

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 reports in two segments: MA and MIS.

MA is a global provider of: i) research and insights; ii) data and information; and iii) decision solutions, which help companies make better and faster decisions. MA leverages its proprietary data and analytics and deep industry ~~expertise~~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.

Critical Accounting Estimates

Moody’s discussion and analysis of its financial condition and results of operations are based on the Company’s consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires Moody’s to make estimates and judgments that affect reported amounts of assets and liabilities and related disclosures of contingent assets and liabilities at the dates of the financial statements and revenue and expenses during the reporting periods. These estimates are based on historical experience and on other assumptions that are believed to be reasonable under the circumstances. On an ongoing basis, Moody’s evaluates its critical accounting estimates. Actual results may differ from these estimates under different assumptions or conditions. The following accounting estimates are considered critical because they are particularly dependent on management’s judgment about matters that are uncertain at the time the accounting estimates are made and changes to those estimates could have a material impact on the Company’s consolidated results of operations or financial condition.

Goodwill and Other Acquired Intangible Assets

At July 31st of each year, Moody’s evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment (i.e., MA and MIS), or one level below an operating segment (i.e., a component of an operating segment).

The Company has four reporting units: two reporting units within MA consisting of businesses that offer: i) data and data-driven analytical solutions; and ii) risk-management software, workflow and CRE solutions, and two within the Company’s ratings business (one for the ICRA business and one that encompasses all of Moody’s other ratings operations).

The Company evaluates the recoverability of goodwill using a two-step impairment test approach at the reporting unit level. In the first step, the Company assesses various qualitative factors to determine whether the fair value of a reporting unit may be less than its carrying amount. If a determination is made based on the qualitative factors that an impairment does not exist, the Company is not required to perform further testing. If the aforementioned qualitative assessment results in the Company concluding that it is more likely than not that the fair value of a reporting unit may be less than its carrying amount, the fair value of the reporting unit will be quantitatively determined and compared to its carrying value including goodwill. If the fair value of the reporting unit exceeds the carrying value of the net assets assigned to that unit, goodwill is not impaired, and the Company is not required to perform further testing. If the fair value of the reporting unit is less than the carrying value, the Company will record a goodwill impairment charge for the amount by which the carrying value exceeds the reporting unit’s fair value. The Company evaluates its reporting units on an annual basis, or more frequently if there are changes in the reporting structure of the Company due to acquisitions, realignments or if there are indicators of potential impairment. 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.

AtThe ~~July 31, 2024, the~~ Company last performed quantitative assessments ~~for~~on ~~each~~all ~~of the four~~ reporting units inat ~~accordance~~July ~~with~~31, ~~the aforementioned policy~~2024. ~~These~~The quantitative assessments performed at July 31, 2024 resulted in fair values that significantly exceeded carrying ~~value~~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. 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.

~~38 MOODY~~Prior to 2025, MA'Ss ~~2024~~reporting 10unit structure consisted of two reporting units comprised of businesses that offer: i) data and data-Kdriven analytical solutions; and ii) risk-management software, workflow and CRE solutions. During the first quarter of 2025, MA reorganized its management and reporting structure, which affected the composition of the reporting units within the MA reportable segment. As a result, MA's reporting unit structure now consists of one reporting unit, which is consistent with the segment's current management structure and operating model. This reorganization did not result in a change to the Company's reportable segments. The Company performed assessments of the reporting units impacted by the reorganization immediately before and

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after the reorganization became effective and determined that it was not more likely than not that the fair value of any reporting unit was less than its carrying amount.

Subsequent to the aforementioned reorganization of the MA reporting unit structure, the Company now has three reporting units: two within the Company’s ratings business (one for the ICRA business and one that encompasses all of Moody’s other ratings operations) and one reporting unit within MA.

At July 31, 2025, the Company performed qualitative assessments for each reporting unit. These qualitative assessments resulted in the Company determining that it was not more likely than not that the fair value of any reporting unit was less than its carrying amount.

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). As ICRA is a publicly traded company in India, the Company was able to observe its fair value based on its market capitalization.

The fair value of each reporting unit, excluding ICRA, was estimated using a discounted cash flow methodology and comparable public company and precedent transaction multiples. The discounted cash flow analysis requires significant estimates, including projections of future operating results and cash flows of each reporting unit that are based on internal budgets and strategic plans, expected long-term growth rates, terminal values, weighted average cost of capital and the effects of external factors and market conditions. Changes in these estimates and assumptions could materially affect the estimated fair value of each reporting unit that could result in an impairment charge to reduce the carrying value of goodwill, which could be material to the Company’s financial position and results of operations. Moody’s allocates newly acquired goodwill to reporting units based on the reporting unit expected to benefit from the acquisition.

The sensitivity analyses on the future cash flows and WACC assumptions are described below. These key assumptions utilized in the discounted cash flow valuation methodology require significant management judgment:

–Future cash flow assumptions - The projections for future cash flows utilized in the models are derived from historical experience and assumptions regarding future growth and profitability of each reporting unit. These projections are consistent with the Company’s operating budget and strategic plan. Cash flows for the five years subsequent to the date of the quantitative goodwill impairment test were utilized in the determination of the fair value of each reporting unit. Beyond five years, a terminal value was determined using a perpetuity growth rate based on inflation and real GDP growth rates. A sensitivity analysis of the revenue growth rates was performed on all reporting units. For each reporting unit analyzed, a 10% reduction in the revenue growth rates used would still result in fair values that significantly exceeded carrying values.

–WACC - The WACC is the rate used to discount each reporting unit’s estimated future cash flows. The WACC is calculated based on the proportionate weighting of the cost of debt and equity. The cost of equity is based on a risk-free interest rate and an equity risk factor, which is derived from public companies similar to the reporting unit and which captures the perceived risks and uncertainties associated with the reporting unit’s cash flows. The cost of debt component is calculated as the weighted average cost associated with all of the Company’s outstanding borrowings as of the date of the impairment test and was immaterial to the computation of the WACC. The cost of debt and equity is weighted based on the debt to market capitalization ratio of publicly traded companies with similarities to the reporting unit being tested. The WACC for all reporting units ranged from 10.0% to 10.5% as of July 31, 2024. Differences in the WACC used between reporting units is primarily due to distinct risks and uncertainties regarding the cash flows of the different reporting units. A sensitivity analysis of the WACC was performed on all reporting units as of July 31, 2024 for each reporting unit. For all reporting units, an increase in the WACC of one percentage point would still result in fair values that significantly exceeded carrying values.

Impairment of Long-lived assets

Long-lived assets, which consist primarily of amortizable intangible assets, ~~operating~~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.

Under the first step of the recoverability assessment, Moody's compares the estimated undiscounted future cash flows attributable to the asset or asset group to its carrying value. If the undiscounted future cash flows are greater than the carrying value, no further assessment is required. If the undiscounted future cash flows are less than the carrying value, Moody's proceeds with step two of the assessment. Under step two of this assessment, Moody's is required to determine the fair value of the asset or asset group and recognize an impairment loss if the carrying amount exceeds its fair value. In performing this assessment, Moody's must include assumptions that market participants would use in their estimates of fair value, including the estimated future cash flows and discount rate. Moody's must apply judgment in developing estimated future cash flows and in the determination of market participant assumptions.

Income Taxes

The Company is subject to income taxes in the U.S. and various foreign jurisdictions. The Company’s tax assets and liabilities are affected by the amounts charged for services provided and expenses incurred as well as other tax matters such as intercompany transactions. The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740. 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.~~MOODY'S. ~~and~~2025 various foreign jurisdictions. 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 non10-~~operating expenses.~~K 37

MOODY'S 2024 10-K 39

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~~than-not~~temporary ~~threshold~~differences isbetween ~~then measured and recognized at~~ the ~~largest~~amounts ~~amount~~ of ~~benefit~~assets ~~that~~and ~~is greater than fifty percent likely to be realized upon effective settlement with a taxing authority. As the determination of~~ liabilities ~~related to UTPs and associated interest and penalties requires significant estimates to be made by the Company, there can be no assurance~~ that ~~the~~are ~~Company~~recognized ~~will~~for ~~accurately~~financial ~~predict~~reporting ~~the~~purposes ~~outcomes of these audits,~~ and ~~thus~~ the ~~eventual~~amounts ~~outcomes~~that ~~could~~are ~~have~~recognized afor ~~material~~income ~~impact~~tax ~~on the Company’s operating results or financial condition~~purposes.

The Company is subject to tax audits in the U.S. and various foreign jurisdictions. 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.

For UTPs, ASC Topic 740 requires a company to first determine whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. 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. As the determination of liabilities related to UTPs and associated interest and penalties requires significant estimates to be made by the Company, there can be no assurance that the Company will accurately predict the outcomes of these audits, and thus the eventual outcomes could have a material impact on the Company’s operating results or financial condition.

Contingencies

Accounting for contingencies, including those matters described in Note 19 to the consolidated financial statements, is highly subjective and requires the use of judgments and estimates in assessing their magnitude and likely outcome. In many cases, the outcomes of such matters will be determined by third parties, including governmental or judicial bodies. The provisions made in the consolidated financial statements, as well as the related disclosures, represent management’s best estimates of the current status of such matters and their potential outcome based on a review of the facts and in consultation with outside legal counsel where deemed appropriate. The Company regularly reviews contingencies and as new information becomes available may, in the future, adjust its associated liabilities.

For claims, litigation and proceedings and governmental investigations and inquiries not related to income taxes, the Company records liabilities in the consolidated financial statements when it is both probable that a liability has been incurred and the amount of loss can be reasonably estimated and periodically adjusts these as appropriate. When the reasonable estimate of the loss is within a range of amounts, the minimum amount of the range is accrued unless some higher amount within the range is a better estimate than another amount within the range. In instances when a loss is reasonably possible but uncertainties exist related to the probable outcome and/or the amount or range of loss, management does not record a liability but discloses the contingency if material. As additional information becomes available, the Company adjusts its assessments and estimates of such matters accordingly. Moody’s also discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.

In view of the inherent difficulty of assessing the potential outcome of legal proceedings, governmental, regulatory and legislative investigations and inquiries, claims and litigation and similar matters and contingencies, particularly when the claimants seek large or indeterminate damages or assert novel legal theories or the matters involve a large number of parties, the Company often cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.

Pension and Other Retirement Benefits

The expenses, assets and liabilities that Moody’s reports for its Retirement Plans are dependent on many assumptions concerning the outcome of future events and circumstances. These significant assumptions include the following:

–future compensation increases based on the Company’s long-term actual experience and future outlook;

–long-term expected return on pension plan assets based on historical portfolio results and the expected future average annual return for each major asset class within the plan’s portfolio (which is principally comprised of equity and fixed-income investments); and

–discount rates based on current yields on high-grade corporate long-term bonds.

The discount rates used to measure the present value of the Company’s benefit obligation for its Retirement Plans as of December 31, ~~2024~~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. The cash flows by plan are then discounted back to present value to determine the discount rate applicable to each plan.

Moody’s major assumptions vary by plan and assumptions used are set forth in Note 13 to the consolidated financial statements. In determining these assumptions, the Company consults with third-party actuaries and other advisors as deemed appropriate. 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~~38 MOODY'S ~~actual~~2025 plan experience differs from the assumptions used, actuarial gains or losses arise. Excluding differences between the expected long-term rate of return assumption and actual returns on plan assets, the Company amortizes, as a component of annual pension expense, total outstanding actuarial gains or losses over the estimated average future working lifetime of active plan participants to the extent that the gain/loss exceeds 10~~% of the greater of the beginning~~-of-year projected benefit obligation or the market-related value of plan assets. 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.K

40 MOODY'S 2024 10-K

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ofWhen ~~asset~~actual ~~returns~~plan ~~over~~experience adiffers ~~five-year~~from ~~period~~the ~~for~~assumptions ~~purposes~~used, ofactuarial ~~calculating~~gains or losses arise. Excluding differences between the ~~market~~expected long-~~related~~term ~~value~~rate of ~~assets~~return ~~that~~assumption isand ~~used~~actual inreturns ~~determining~~on plan assets, the ~~expected~~Company ~~return~~amortizes, onas ~~assets’~~a component of annual pension expense, ~~and~~total inoutstanding ~~calculating~~actuarial ~~the~~gains ~~total~~or ~~unrecognized~~losses ~~gain~~over orthe ~~loss~~estimated ~~subject~~average tofuture ~~amortization.~~working Aslifetime of ~~December 31,~~active ~~2024,~~plan ~~the~~participants ~~Company~~to ~~has~~the anextent ~~unrecognized~~that the gain/loss ofexceeds ~~$68 million,~~10% of ~~which~~the ~~$19~~greater ~~million~~of ~~will~~the bebeginning-of-year ~~recognized~~projected inbenefit obligation or the market-related value of plan assets. For Moody’s Retirement Plans, the total actuarial losses as of December 31, 2025 that ishave ~~used~~not tobeen ~~calculate~~recognized in annual expense are $41 million, and Moody’s expects the ~~expected~~net ~~return~~periodic onexpense ~~assets~~related ~~component~~to the amortization of ~~2025~~net ~~expense~~actuarial (losses)/gains will be immaterial in 2026.

(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)

For Moody’s funded U.S. pension plan, the differences between the expected long-term rate of return assumption and actual returns could also affect the net periodic pension expense. 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. 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.

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.

(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)

~~Based~~(1)Weighted onaverage ~~current~~discount ~~projections,~~rates ~~the~~of ~~Company~~5.24% ~~estimates~~and ~~that~~5.30% ~~net~~for ~~periodic~~pension ~~expense~~plans ~~related~~and toOther Retirement Plans, ~~will be immaterial in 2025~~respectively.

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.

For equity investments without a readily determinable fair value for which the Company does not have significant influence, Moody's generally elects to measure these investments at cost, less impairment, adjusted for subsequent observable price changes as of the date that an observable transaction takes place.

The Company performs an assessment on a quarterly basis to determine if there are indicators of impairment for its investments in non-consolidated affiliates. If there are indicators of impairment, the Company estimates the investment’s fair value and records an impairment if the carrying value of the investment exceeds its fair value.

In situations where estimation of fair value is required for investments in non-consolidated affiliates, the Company considers various factors, including: recent observable investee equity transactions, comparable public company/precedent transaction multiples and discounted cash flow models. The estimation of fair value for these investments may involve significant judgment.

Other Estimates

In addition to the critical accounting estimates described above, there are other accounting estimates within Moody’s consolidated financial statements. Management believes the current assumptions and other considerations used to estimate amounts reflected in Moody’s consolidated financial statements are appropriate. However, if actual experience differs from the assumptions and other considerations used in estimating amounts reflected in Moody’s consolidated financial statements, the resulting changes could have a material adverse effect on Moody’s consolidated results of operations or financial condition.

See Note 2 to the consolidated financial statements for further information on significant accounting policies that impact Moody’s.

Reportable Segments

The Company is organized into two reportable segments at December 31, ~~2024~~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.

MOODY'S ~~2024~~2025 10-K 4139

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Results of Operations

This section of this Form 10-K generally discusses the year ended December 31, ~~2024~~2025 and ~~2023~~2024 financial results and year-to-year comparisons between these years. Discussions related to the year ended December 31, ~~2023~~2024 financial results and year-to-year comparisons between the years ended December 31, ~~2023~~2024 and ~~2022~~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, ~~2023~~2024.

The following footnotes are applicable throughout the discussion of the Company's results of operations:

(1)Refer to the section entitled "Non-GAAP Financial Measures" of this MD&A for the definition and methodology that the Company utilizes to calculate this metric.

(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.

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Year ended December 31, ~~2024~~2025 compared with year ended December 31, ~~2023~~2024

Executive Summary

The following table provides an executive summary of key operating results for the year ended December 31, ~~2024~~2025. Following this executive summary is a more detailed discussion of the Company’s operating results as well as a discussion of the operating results of the Company’s reportable segments.

	Year Ended December 31,
Financial measure:	~~2024~~2025			~~2023~~2024			% Change Favorable (Unfavorable)		Insight and Key Drivers of Change Compared to Prior Year
Moody's total revenue	$	7,~~088~~718		$	57,~~916~~088		209	%	— reflects strong revenue growth in both segments
MA external revenue	$	3,~~295~~599		$	3,~~056~~295		89	%	— sustained demand for ~~KYC,~~ insurance ~~offerings~~ and ~~SaaS-based~~KYC ~~banking solutions~~offerings; and— ~~ongoing~~continued ~~strong~~demand ~~retention~~ for ~~ratings~~credit ~~data~~research ~~feeds~~ and ~~company~~ratings data ~~applications;~~feed ~~and~~product offerings— ~~continued~~Organic ~~demand~~constant ~~and~~currency ~~sales~~revenue(1) growth ~~for~~was ~~credit~~7%, and ~~economic~~ARR(2) ~~research~~grew ~~product offerings~~8%
MIS external revenue	$	34,~~793~~119		$	23,~~860~~793		339	%	~~reflects issuance growth across all LOBs resulting from:~~— ~~favorable~~strong ~~market~~investor ~~conditions~~demand ~~for~~and ~~issuers, due to sustained~~ tight credit spreads ~~and~~supported ~~declining~~revenue ~~interest~~growth ~~rates~~in ~~that~~all ~~drove~~ratings ~~strong refinancing activity; and— demand from investors as yields remained high for a majority of the year~~LOBs
Total operating and SG&A expenses	$	3,~~680~~776		$	3,~~319~~680		(113	%)	— higher ~~incentive~~salaries and ~~stock-based~~benefits ~~compensation~~reflecting ~~aligned~~an ~~with~~increase ~~financial~~in headcount, including from acquisitions, and ~~operating~~annual ~~performance~~salary increases; and— ~~higher~~increases ~~salaries~~in ~~and~~technology ~~benefits~~infrastructure ~~reflecting~~costs anwithin ~~increase~~the inMA ~~headcount~~segment ~~and~~attributable ~~annual~~to ~~salary~~operational ~~increases~~growth; partially offset by— a decrease in ~~both~~incentive ~~segments~~compensation which aligns with financial and operational performance relative to targets
Depreciation and amortization	$	~~431~~480		$	~~373~~431		(1611	%)	— higher amortization ~~relating~~of to internally developed software, primarily related to the development of MA ~~SaaS~~cloud-based solutions; and— amortization of recently acquired intangible assets
Restructuring	$	59108		$	8759		32(83	%)	— relates to the Company's restructuring programs, more fully discussed in Note 9 to the consolidated financial statements
Charges related to asset abandonment	$	433		$	—43		NM93	%	— costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which isare more fully discussed in Note 22 to the consolidated financial statements
Total non-operating (expense) income, net	$	(~~176~~221)		$	(~~202~~176)		13(26	%)	— ana ~~increase~~net inexpense ~~interest~~reflecting ~~income~~the release of ~~$39~~an ~~million~~indemnification ~~due~~asset ~~to higher cash~~ and ~~short~~tax-~~term~~related ~~investment balances and higher~~ interest ~~rates;~~accruals ~~and—~~associated awith ~~net~~the ~~decrease~~resolution of ~~$30~~tax ~~million~~exposures assumed in ~~foreign~~a ~~exchange~~prior-year ~~losses~~M&A ~~recorded~~transaction. ~~during~~These ~~the~~amounts ~~year~~offset ~~mainly~~the ~~attributable~~tax tobenefit andescribed ~~immaterial~~in ~~out-of-period~~the ~~adjustment~~ETR ~~relating~~section tobelow, ~~the~~and ~~2022~~accordingly, ~~fiscal~~have ~~year~~no ~~recorded~~impact inon ~~the~~diluted ~~first~~or ~~quarter~~Adjusted ofDiluted ~~2023~~EPS(1); partially offset by:— ana ~~increase~~gain inon ~~tax-related~~the ~~interest~~divestiture ~~expense~~ of ~~$21~~the ~~million~~MA ~~mainly~~Learning ~~due~~Solutions tobusiness ~~the~~as ~~favorable~~more ~~resolution~~fully ofdiscussed ~~tax~~in ~~matters~~Note in22 to the ~~prior~~consolidated ~~year~~financial statements.
Operating Margin	4043.64		%	3640.16		%	~~450BPS~~280BPS		— ~~operating~~Operating margin and Adjusted Operating Margin(1) expansion reflects ~~strong~~ revenue growth, ~~particularly~~coupled inwith ~~MIS,~~disciplined ~~outpacing~~cost ~~operating and SG&A expense growth~~management
Adjusted Operating Margin(1)	4851.1		%	4348.91		%	~~420BPS~~300BPS
ETR	2321.73		%	1623.97		%	~~(680BPS)~~240BPS		— ~~higher~~Primarily ~~ETR primarily~~ reflects tax benefits recognized in 2025 pursuant to the ~~first~~lapse ~~quarter~~of a statute of ~~2023,~~limitations ~~which~~related ~~resulted~~to ~~from~~tax ~~the~~exposures ~~resolutions~~assumed ofin ~~UTPs~~a prior-year M&A transaction, as more fully discussed in ~~various~~Note U15 to the consolidated financial statements.S. ~~and~~These amounts offset the net expense described in the non-~~U.S.~~operating ~~tax~~(expense) ~~jurisdictions~~income, net section above, and accordingly, have no impact on diluted or Adjusted Diluted EPS(1)
Diluted EPS	$	1113.2667		$	811.7326		2921	%	— increase reflects ~~growth~~the inaforementioned ~~operating income/Adjusted Operating Income(1) driven mainly by increases in MIS~~ revenue, ~~partially~~growth ~~offset~~and ~~by:—~~margin ~~a $0.76 per share benefit in the prior year resulting from the resolutions of tax matters in the first quarter of 2023~~expansion
Adjusted Diluted EPS(1)	$	1214.4794		$	912.9047		2620	%

MOODY'S ~~2024~~2025 10-K 4341

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Moody’s Corporation

	Year Ended December 31,						% Change Favorable(Unfavorable)
	2024			2023
	2025			2024
Revenue:
United States	$	34,~~836~~171		$	3,~~071~~836		259	%
Non-U.S.:
EMEA	2,~~174~~376			12,~~886~~174			159	%
Asia-Pacific	~~629~~699			~~570~~629			1011	%
Americas	~~449~~472			~~389~~449			155	%
Total Non-U.S.	3,~~252~~547			23,~~845~~252			149	%
Total	7,~~088~~718			57,~~916~~088			209	%
Expenses:
Operating	1,~~945~~973			1,~~687~~945			(151	%)
SG&A	1,~~735~~803			1,~~632~~735			(64	%)
Depreciation and amortization	~~431~~480			~~373~~431			(1611	%)
Restructuring	59108			8759			32(83	%)
Charges related to asset abandonment	433			—43			NM93	%
Total	4,~~213~~367			34,~~779~~213			(114	%)
Operating income	23,~~875~~351			2,~~137~~875			3517	%
Adjusted Operating Income (1)	3,~~408~~942			23,~~597~~408			3116	%
Interest expense, net	(~~237~~213)			(~~251~~237)			610	%
Other non-operating income, net	61(31)			4961			24(151	%)
Non-operating (expense) income, net	(176)			(202)			13	%
Gain on divestiture of business	23			—			NM
Net income attributable to Moody’s	$	2,058		$	1,607		28	%
Non-operating (expense) income, net	(221)			(176)			(26	%)
Diluted weighted average shares outstanding	182.7			184.0			1	%
Net income attributable to Moody’s	$	2,459		$	2,058		19	%
Diluted EPS attributable to Moody’s common shareholders	$	11.26		$	8.73		29	%
Diluted weighted average shares outstanding	179.9			182.7			2	%
Adjusted Diluted EPS (1)	$	12.47		$	9.90		26	%
Diluted EPS attributable to Moody’s common shareholders	$	13.67		$	11.26		21	%
Operating margin	40.6		%	36.1		%
Adjusted Diluted EPS (1)	$	14.94		$	12.47		20	%
Adjusted Operating Margin (1)	48.1		%	43.9		%
Operating margin	43.4		%	40.6		%
ETR	23.7		%	16.9		%
Adjusted Operating Margin (1)	51.1		%	48.1		%
ETR	21.3		%	23.7		%

GLOBAL REVENUE

~~2024~~2025---------------------------------------------------------------------------------------~~2023~~2024

________________________________________________________________________________________________________

~~Global revenue ⇑ $1,172 million U.~~42 MOODY'S. ~~Revenue~~2025 ~~⇑ $765 million Non~~10-~~U.S. Revenue ⇑ $407 million~~K

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Global Revenue ⇑ $630 million

U.S. 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.

~~44 MOODY'S~~Operating ~~2024~~Expense ~~10-K~~⇑ $28 million


Compensation expenses of $1,467 million decreased $2 million, with the most notable drivers reflecting:			Non-compensation expenses of $506 million increased $30 million, with the most notable drivers reflecting:
— a decrease in incentive compensation, which aligns with actual financial and operational performance relative to targets; mostly offset by			— costs associated with recent acquisitions; and
			— increases in increases in technology infrastructure costs correlated with operating growth
— growth in salaries and benefits attributable to hiring and salary increases to support continued growth in the business as well as recent acquisitions

MOODY'S 2025 10-K 43

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~~Operating~~SG&A Expense ⇑ $~~258~~68 million

Compensation expenses of $1,469 million increased $245 million, with the most notable drivers reflecting:			Non-compensation expenses of $476 million increased $13 million, with the most notable driver reflecting:
Compensation expenses of $1,107 million increased $37 million, reflecting:			Non-compensation expenses of $696 million increased $31 million, with the most notable driver reflecting:
— higher salaries and benefits reflecting hiring and salary increases to support continued growth in the business; and			— costs to support operating growth, including investments in technology and innovation
— growth in salaries and benefits attributable to hiring and salary increases to support continued business growth, coupled with costs from recent acquisitions; partially offset by			— costs to support business growth, including from recent acquisitions
— higher incentive and stock-based compensation aligned with financial and operating performance and headcount growth
— a decrease in incentive compensation, which aligns with actual financial and operational performance relative to targets

SG&A Expense ⇑ $103 million

Compensation expenses of $1,070 million increased $54 million, with the most notable drivers reflecting:			Non-compensation expenses of $665 million increased $49 million, with the most notable drivers reflecting:
— higher incentive and stock-based compensation aligned with headcount growth and financial and operating performance			— a charge in 2024 relating to a regulatory investigation, which is more fully discussed in Note 19 to the consolidated financial statements; and
			— increases in costs to support operating growth, including investments to support technology and innovation

MOODY'S 2024 10-K 45

Table of Contents


Depreciation and amortization

The increase ~~in depreciation and amortization expense~~ is driven by the amortization of internally developed software, which is primarily related to the development of MA ~~SaaS~~cloud-based solutions. as well as the amortization of recently acquired intangible assets.


Restructuring

The amounts reflect charges and adjustments related to the Company's restructuring programs as more fully discussed in Note 9 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 isare more fully discussed in Note 22 to the consolidated financial statements.

Operating margin 4043.64%, up ~~450~~280 BPS Adjusted Operating Margin 4851.1%, up ~~420~~300 BPS

~~Increases in both~~ Operating margin and Adjusted Operating Margin(1) ~~are~~expansion ~~due~~reflects tothe ~~strong~~9% ~~revenue~~increase ~~growth,~~in ~~particularly within MIS~~revenue, partially offset by angrowth ~~increase~~of 3% in operating and SG&A expenses.

~~Interest~~44 MOODY'S ~~Expense~~2025 ~~⇓ $14 million Other non~~10-~~operating income ⇑ $12 million~~K

The decrease in interest expense is primarily due to:						The most notable drivers of the increase in income are:
— higher interest income of $39 million reflecting higher cash and short-term investment balances and interest yields; partially offset by:						— a $30 million net decrease in foreign currency losses 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 of $21 million in tax-related interest mainly reflecting the favorable resolution of tax matters in the prior year						— a benefit of $9 million in the prior year related to the favorable resolution of various tax matters

ETR ⇑ 680BPS

The increase in the ETR primarily reflects $113 million in 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 that did not recur in 2024.

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. 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

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Interest Expense ⇓ $24 million

Other non-operating income ⇓ $92 million


The decrease in expense is primarily due to:						The most notable driver of the decrease in income is:
— lower interest expense on borrowings of $49 million, which is primarily attributable to favorable impacts from fixed-to-floating interest rate swaps reflecting a lower interest rate environment compared to the prior year; and						— the release of an indemnification asset of $79 million associated with the lapse of a statute of limitations related to tax exposures assumed in a prior-year M&A transaction(3), as more fully discussed in Note 15 to the consolidated financial statements.
— a $16 million reduction in tax-related interest expense primarily reflecting the lapse in the statute of limitations related to tax exposures assumed in a prior-year M&A transaction(3), as more fully discussed in Note 15 to the consolidated financial statements; partially offset by
— lower interest income of $37 million reflecting lower cash and short-term investment balances and lower interest rates

(3) These amounts offset the tax benefit described in the ETR section below, and accordingly, have no impact on diluted or Adjusted Diluted EPS(1)


						Gain on divestiture of business ⇑ 23 million

Reflects the gain on divestiture of the MA Learning Solutions business.


						ETR ⇓ 240 BPS

Decrease primarily reflects tax benefits recognized in 2025 pursuant to the lapse of a statute of limitations related to tax exposures assumed in a prior-year M&A transaction(3) as more fully discussed in Note 15 to the consolidated financial statements. These tax benefits had no impact on Diluted EPS/Adjusted Diluted EPS(1) as they were offset by the net impact of the reversal of indemnification assets and tax-related interest accruals as further 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).

MOODY'S 2025 10-K 45

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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
	2025			2024
Revenue:
Decision Solutions (DS)	$	1,~~516~~692		$	1,~~383~~516		1012	%
Research and Insights (R&I)	~~926~~995			~~884~~926			57	%
Data and Information (D&I)	~~853~~912			~~789~~853			87	%
Total external revenue	3,~~295~~599			3,~~056~~295			89	%
Intersegment revenue	1312			13			—(8	%)
Total MA Revenue	3,~~308~~611			3,~~069~~308			89	%
Expenses:
Operating and SG&A (external)	2,101			1,946			(8	%)
Operating and SG&A (external):
Operating and SG&A (intersegment)	193			186			(4	%)
Compensation expense	1,438			1,370			(5	%)
Total operating and SG&A expense	2,294			2,132			(8	%)
Non-compensation expense	779			731			(7	%)
Adjusted Operating Income	$	1,014		$	937		8	%
Total Operating and SG&A (external)	2,217			2,101			(6	%)
Adjusted Operating Margin	30.7		%	30.5		%
Operating and SG&A (intersegment)	198			193			(3	%)
Depreciation and amortization	353			298			(18	%)
Total operating and SG&A expense	2,415			2,294			(5	%)
Restructuring	42			59			29	%
Adjusted Operating Income	$	1,196		$	1,014		18	%
Charges related to asset abandonment	43			—			NM
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

~~2024~~2025---------------------------------------------------------------------------------------~~2023~~2024

________________________________________________________________________________________________________

MA: Global ~~revenue~~Revenue ⇑ $~~239~~304 million U.S. Revenue ⇑ $69158 million Non-U.S. Revenue ⇑ $~~170~~146 million

The 89% increase in global MA revenue reflects growth both in the U.S. (511%) and internationally (108%) ~~across all LOBs~~.

–~~ARR(2)~~Organic ~~increased~~constant 9%currency ~~reflecting~~revenue(1) ~~strong~~ growth ~~across~~was ~~all LOBs~~7%.

~~MOODY'S~~–Recurring ~~2024~~revenue ~~10-K 47~~growth and organic constant currency recurring revenue(1) growth was 11% and 8%, respectively.

–ARR(2) increased 8%.

These increases are reflective of growth across all LOBs, as discussed in further detail below.

46 MOODY'S 2025 10-K

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DECISION SOLUTIONS REVENUE

~~2024~~2025---------------------------------------------------------------------------------------~~2023~~2024

________________________________________________________________________________________________________

DS: Global ~~revenue~~Revenue ⇑ $~~133~~176 million U.S. Revenue ⇑ $20104 million Non-U.S. Revenue ⇑ $~~113~~72 million

Global DS revenue for the ~~for the~~ years ended December 31, ~~2024~~2025 and ~~2023~~2024 was comprised as follows:

Global DS revenue ~~grew~~increased 1012% ~~and~~driven ~~reflects~~by ~~increases~~growth in both the U.S. (418%) and internationally (148%). DS recurring revenue grew 15%. Organic constant currency revenue(1) and organic constant currency recurring revenue(1) growth for DS was 8% and 11%, respectively, and ARR(2) grew 10%.

The most notable drivers of the growth ~~reflect~~in Decision Solutions are as follows:

–~~strong~~Insurance ~~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~~grew ~~ARR(2) growth of 18~~15% ~~and 17%, respectively;~~

–~~Insurance~~recurring revenue ~~and~~growth ~~ARR(2)~~of ~~grew 9~~16% ~~and~~in ~~12%,~~Insurance ~~respectively.~~was attributable to:

–~~recurring~~continued ~~revenue growth of 12% in Insurance was attributable to improved customer retention and strong~~ demand resulting in new sales for subscription-based revenue for catastrophe modeling tools.; and

–~~Banking~~ revenue from Praedicat and ~~ARR(2)~~CAPE ~~grew~~Analytics, 6%which the Company acquired in the third quarter of 2024 and 9%first quarter of 2025, respectively.

–~~recurring~~Organic ~~revenue~~constant ~~growth~~currency ofrevenue(1) ~~11%~~and ~~within~~organic ~~Banking~~constant ~~was~~currency ~~supported~~recurring byrevenue(1) ~~strong~~growth ~~customer~~was ~~retention~~8% ~~coupled~~and ~~with expansion of existing customer relationships to subscription-based banking offerings~~9%, ~~which enable customers' lending, risk management and finance workflows;~~respectively

–~~the~~ARR(2) ~~aforementioned~~grew ~~recurring revenue growth for Insurance and Banking was partially offset by a decline in transaction revenue of 39~~7% ~~and 10%~~, ~~respectively,~~ reflecting ~~MA's~~the aforementioned continued ~~strategic~~demand ~~shift~~for to subscription-based ~~solutions.~~catastrophe modeling tools

~~The~~–KYC ~~aforementioned~~revenue ~~factors~~grew ~~contributed to overall ARR(2) growth for DS of 12~~19%.

~~48 MOODY'S~~–recurring ~~2024~~revenue ~~10-K~~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

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–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.

RESEARCH AND INSIGHTS REVENUE

~~2024~~2025---------------------------------------------------------------------------------------~~2023~~2024

________________________________________________________________________________________________________

R&I: Global ~~revenue~~Revenue ⇑ $4269 million U.S. Revenue ⇑ $2433 million Non-U.S. Revenue ⇑ $1836 million

Global R&I revenue increased 57% compared to ~~2023~~2024 and reflects growth in both the U.S. (56%) and internationally (59%). ~~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

~~2024~~2025---------------------------------------------------------------------------------------~~2023~~2024

________________________________________________________________________________________________________

D&I: Global ~~revenue~~Revenue ⇑ $6459 million U.S. Revenue ⇑ $2521 million Non-U.S. Revenue ⇑ $3938 million

~~Global D&I revenue increased 8% compared to 2023 and reflects growth in both the U.~~48 MOODY'S. ~~(9%)~~2025 ~~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.~~10-K

MOODY'S 2024 10-K 49

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~~MA:~~Global ~~Operating~~D&I revenue increased 7% compared to 2024 and ~~SG&A~~reflects ~~Expense~~growth ⇑in ~~$155~~both ~~million~~the U.S. (7%) and internationally (7%). Organic constant currency revenue(1) growth for D&I was 5%.

Compensation expenses of $1,370 million increased $132 million:						Non-compensation expenses of $731 million increased $23 million:
— the growth in salaries and benefits reflects higher headcount and annual salary increases to support business growth; and						— the modest increase is mostly attributable to costs to support operating growth, including investments in technology and innovation
— the increase in incentive and stock-based compensation is driven by higher headcount and financial and operating performance

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.

MA: ~~Adjusted~~ Operating ~~Margin~~and ~~30.7%~~SG&A Expense ⇑ ~~20BPS~~$116 million

Modest Adjusted Operating Margin expansion for MA is primarily due to the 8% increase in global MA revenue, offset by an 8% increase in operating and SG&A expenses.


Compensation expenses of $1,438 million increased $68 million, reflecting:						Non-compensation expenses of $779 million increased $48 million, reflecting:
— growth in salaries and benefits driven by recent acquisitions and annual salary increases						— increases in technology infrastructure costs correlated with operating growth; and
						— costs associated with recent acquisitions


						MA: Adjusted Operating Margin 33.1% ⇑ 240BPS

Adjusted Operating Margin expansion reflects the aforementioned 9% increase in global MA revenue outpacing growth of 6% in operating and SG&A expenses, which was supported by operational efficiency/disciplined cost management and cost savings from the Strategic and Operational Efficiency Restructuring Program.


Depreciation and amortization

The increase in depreciation and amortization expense primarily reflects higher amortization of internally developed software relating to the development of ~~SaaS~~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.


Charges related to asset abandonment

50 MOODY'S ~~2024~~2025 10-K 49

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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
	2025			2024
Revenue:
Corporate finance (CFG)	$	12,~~950~~132		$	1,~~404~~950		399	%
Structured finance (SFG)	~~518~~558			~~405~~518			288	%
Financial institutions (FIG)	~~727~~759			~~545~~727			334	%
Public, project and infrastructure finance (PPIF)	~~564~~635			~~476~~564			1813	%
Total ratings revenue	34,~~759~~084			23,~~830~~759			339	%
MIS Other	3435			3034			133	%
Total external revenue	34,~~793~~119			23,~~860~~793			339	%
Intersegment royalty	~~193~~198			~~186~~193			43	%
Total	34,~~986~~317			3,~~046~~986			318	%
Expenses:
Operating and SG&A (external)	1,579			1,373			(15	%)
Operating and SG&A (external):
Operating and SG&A (intersegment)	13			13			—	%
Compensation expense	1,136			1,169			3	%
Total operating and SG&A expense	1,592			1,386			(15	%)
Non-compensation expense	423			410			(3	%)
Adjusted Operating Income	$	2,394		$	1,660		44	%
Total Operating and SG&A (external)	1,559			1,579			1	%
Adjusted Operating Margin	60.1		%	54.5		%
Operating and SG&A (intersegment)	12			13			8	%
Depreciation and amortization	78			75			(4	%)
Total operating and SG&A expense	1,571			1,592			1	%
Restructuring	17			28			39	%
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 ~~2023~~2024. 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 ~~2024~~2025 10-K 51

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MOODY'S INVESTORS SERVICE REVENUE

~~2024~~2025---------------------------------------------------------------------------------------~~2023~~2024

________________________________________________________________________________________________________

MIS: Global ~~revenue~~Revenue ⇑ $~~933~~326 million U.S. Revenue ⇑ $~~696~~177 million Non-U.S. Revenue ⇑ $~~237~~149 million

The increase in global MIS revenue reflects ~~strong~~ growth across all ratings LOBs.

CFG REVENUE

~~2024~~2025---------------------------------------------------------------------------------------~~2023~~2024

________________________________________________________________________________________________________

CFG: Global ~~revenue~~Revenue ⇑ $~~546~~182 million U.S. Revenue ⇑ $~~381~~94 million Non-U.S. Revenue ⇑ $~~165~~88 million

Global CFG revenue for the years ended December 31, ~~2024~~2025 and ~~2023~~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.

52 MOODY'S ~~2024~~2025 10-K 51

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The increase in CFG revenue of 399% reflects increases in both the U.S (407%) and internationally (3714%).

Transaction revenue increased $~~528~~144 million compared to the prior year, ~~with continued momentum in leveraged finance (~~which ~~includes~~primarily ~~bank loans and speculative-grade bonds) and investment-grade issuance. The growth in these sectors resulted from~~reflected:

–~~strong~~higher ~~refinancing~~issuance activity for investment-grade bonds, which reflected continued tight credit spreads and ~~new~~investor ~~mandates~~demand for higher quality credits, ~~resulting~~and ~~from:~~includes the impact of several jumbo transactions in the technology sector; and

–~~continued~~higher ~~tight~~issuance ~~credit~~activity for high-yield bonds as issuers took advantage of favorable conditions, including tight spreads and ~~declining~~lower interest rates;, ~~and~~primarily to refinance debt.

~~–strong~~Recurring ~~investor~~revenue ~~demand~~increased as$38 ~~yields~~million, ~~remained~~primarily ~~high~~reflecting ~~for~~ the ~~majority~~impact of ~~the~~annual ~~year;~~price increases and higher monitored credits.

–bank loan and investment-grade issuance to fund M&A transactions.

SFG REVENUE

~~2024~~2025---------------------------------------------------------------------------------------~~2023~~2024

________________________________________________________________________________________________________

SFG: Global ~~revenue~~Revenue ⇑ $~~113~~40 million U.S. Revenue ⇑ $~~116~~28 million Non-U.S. Revenue ⇓⇑ $312 million

Global SFG revenue for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was comprised as follows:

The increase in SFG revenue of 288% reflects growth in the U.S. (468%), ~~partially~~and ~~offset~~internationally ~~by modest declines in international revenue~~ (28%).

~~Transaction~~The increase in revenue ~~increased~~reflected ~~$102~~growth ~~million~~across ~~compared~~all toasset ~~2023~~classes, ~~mainly~~supported ~~attributable~~by ~~to:~~tight credit spreads and strong investor demand.

~~–higher~~52 MOODY'S ~~CLO~~2025 ~~issuance, with new deals supported by increased bank loan activity, coupled with refinancing activity; and~~ 10-K

–increased issuance activity from the CMBS asset class, reflecting tightening credit spreads, declining interest rates and strong investor demand.

MOODY'S 2024 10-K 53

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FIG REVENUE

~~2024~~2025---------------------------------------------------------------------------------------~~2023~~2024

________________________________________________________________________________________________________

FIG: Global ~~revenue~~Revenue ⇑ $~~182~~32 million U.S. Revenue ⇑⇓ $~~133~~2 million Non-U.S. Revenue ⇑ $4934 million

Global FIG revenue for the years ended December 31, ~~2024~~2025 and ~~2023~~2024 was comprised as follows:

~~The~~** ~~increase~~Other inincludes: ~~FIG~~monitoring, ~~revenue~~commercial ofpaper, ~~33%~~medium ~~reflects~~term ~~growth~~notes, ~~in both the U.S. (53%)~~ and ~~internationally~~ICRA ~~(17%)~~revenue.

~~Transaction~~The ~~revenue~~increase ~~increased~~in ~~$164~~FIG ~~million~~revenue ~~compared~~of to4% ~~2023,~~reflects ~~primarily driven by issuance~~ growth ininternationally ~~the insurance and banking sector~~(10%), ~~which~~partially ~~was~~offset ~~supported~~ by a ~~favorable~~decline ~~issuance~~in ~~mix~~the ~~from~~U.S. ~~infrequent issuer activity~~(1%).

Revenue increased $32 million compared to the same period in the prior year, primarily due to:

–strong issuance volumes from infrequent issuers in the banking sector;

partially offset by:

–lower volumes from infrequent issuers in the insurance sector, compared to strong activity in the prior year.

MOODY'S 2025 10-K 53

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PPIF REVENUE

~~2024~~2025---------------------------------------------------------------------------------------~~2023~~2024

________________________________________________________________________________________________________

PPIF: Global ~~revenue~~Revenue ⇑ $8871 million U.S. Revenue ⇑ $6757 million Non-U.S. Revenue ⇑ $2114 million

~~54 MOODY'S~~Global PPIF revenue for the years ended December 31, 2025 and 2024 ~~10-K~~was comprised as follows:

The 13% increase in PPIF revenue reflects increases in both the U.S. (16%) and internationally (7%), reflecting:

–higher issuance in U.S. Public Finance, particularly within the state, regional, and healthcare sectors; and

–higher investment‑grade issuance within U.S. Infrastructure Finance, most notably from the utilities sector, coupled with a favorable issuance mix

54 MOODY'S 2025 10-K

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~~Global~~MIS: ~~PPIF~~Operating ~~revenue for the years ended December 31, 2024~~ and ~~2023~~SG&A ~~was~~Expense ~~comprised~~⇓ as$20 ~~follows:~~million

The 18% increase in PPIF revenue reflects increases in both the U.S. (23%) and internationally (11%).


Compensation expenses of $1,136 million decreased $33 million, reflecting:						Non-compensation expenses of $423 million increased $13 million, primarily reflecting:
— a decrease in incentive compensation aligned with actual financial and operating performance relative to targets; partially offset by:						— an increase in costs to support operating growth
— growth in salaries and benefits reflecting higher headcount and annual salary increases

~~Transaction~~MIS: ~~revenue~~Adjusted ~~increased~~Operating ~~$83~~Margin ~~million~~of ~~compared~~63.6% to⇑ ~~2023, primarily due to:~~350BPS

~~–higher~~The ~~issuance~~MIS ~~from~~Adjusted ~~U.S.~~Operating ~~Public~~Margin ~~Finance~~expansion ~~issuers,~~primarily ~~reflecting~~reflected ~~increased~~the ~~activity~~aforementioned 9% increase in revenue, supported by the ~~state~~operating ~~and~~leverage ~~local~~of ~~government~~the business, benefits from technology investments and ~~higher~~a ~~education~~disciplined ~~sectors;~~approach to expense management.

–increased investment-grade infrastructure finance activity in both the U.S. and EMEA; and

–higher U.S. Project Finance activity supported by continued market improvement.

MIS: Operating and SG&A Expense ⇑ $206 million

Compensation expenses of $1,169 million increased $166 million, with the most notable drivers of the growth reflecting:						Non-compensation expenses of $410 million increased $40 million with the most notable drivers of the growth reflecting:
— an increase in incentive and stock-based compensation driven by higher headcount and financial and operating performance; and						— an increase in costs to support operating growth; and
						— a charge relating to a regulatory investigation, which is more fully discussed in Note 19 to the consolidated financial statements
— growth in salaries and benefits reflecting higher headcount and annual salary increases

MIS: Adjusted Operating Margin of 60.1% ⇑ 560BPS

The MIS Adjusted Operating Margin expansion primarily reflected the aforementioned 33% increase in revenue, partially offset by growth of 15% in operating and SG&A expenses.


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~~2025 10-K 55

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Market Risk

FX risk:

Moody’s maintains a presence in more than 40 countries. In ~~2024~~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. As of December 31, ~~2024~~2025, approximately 4952% 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.

The effects of revaluing assets and liabilities that are denominated in currencies other than a subsidiary’s functional currency are charged to other non-operating income, net in the Company’s consolidated statements of operations. Accordingly, the Company enters into foreign exchange forward contracts to partially mitigate the change in fair value on certain assets and liabilities denominated in currencies other than a subsidiary’s functional currency. 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

$5964 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

$34 million unfavorable impact

U.S. dollar

Japanese yen

$2 million unfavorable impact

U.S. dollar

Indian ~~Rupee~~rupee

$2 million unfavorable impact

Euro

U.S. dollar

$12 million unfavorable impact

$71 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.

The change in fair value of the foreign exchange forward contracts would be offset by FX revaluation gains or losses on underlying assets and liabilities denominated in currencies other than a subsidiary’s functional currency.

Derivatives and non-derivatives designated as net investment hedges:

The Company designates derivative instruments and foreign currency-denominated debt as hedges of foreign currency risk of net investments in certain foreign subsidiaries (net investment hedges) under ASC Topic 815, Derivatives and Hedging.

Cross-currency swaps

As of December 31, ~~2024~~2025, the Company had cross-currency swaps designated as net investment hedges to mitigate FX exposure related to a portion of ~~euro~~the ~~denominated~~Company's net ~~investments~~investment in certain foreign subsidiaries, ~~for~~against ~~which~~changes ~~the~~in exchange rates. 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 $~~321~~430 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~~.

•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.

The aforementioned unfavorable impacts recognized within OCI would be offset by favorable currency translation gains on the Company’s hedged net investments in those foreign subsidiaries.

Euro-denominated debt

As of December 31, ~~2024~~2025, the Company has designated €500 million of the 2015 Senior Notes and €750 million of the 2019 Senior Notes as a net investment ~~hedge~~hedges to mitigate FX exposure relating to euro denominated net investments in subsidiaries. If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $~~129~~150 million unfavorable adjustment to OCI related to these net investment hedges. This adjustment would be offset by favorable currency translation adjustments on the Company’s euro net investment in subsidiaries.

56 MOODY'S ~~2024~~2025 10-K

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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. Moody’s uses interest rate swaps as deemed necessary to assist in accomplishing these objectives. The Company is exposed to interest rate risk on its various outstanding fixed-rate debt for which the fair value of the outstanding fixed rate debt fluctuates based on changes in interest rates. The Company has entered into interest rate swaps to convert the fixed interest rate on certain of its long-term debt to a floating interest rate based on the SOFR. 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~~statements of operations. A hypothetical change of 100 BPS in the SOFR-based swap rate would result in an approximate $~~161~~130 million change to the fair value of the swaps, which would be offset by the change in fair value of the hedged item.

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 ~~investments~~certificates inof ~~high-quality~~deposit ~~investment-grade securities~~ within and outside the U.S. with maturities of three months or less when purchased. The Company manages its credit risk exposure by allocating its cash equivalents among various money market deposit accounts and certificates of deposit and by limiting the amount it can invest with any single issuer. Short-term investments primarily consist of certificates of deposit.

Liquidity and Capital Resources

Moody's remains committed to using its strong cash flow to create value for shareholders by both investing in the Company's employees and growing the business through targeted organic initiatives and inorganic acquisitions aligned with strategic priorities. Additional excess capital is returned to the Company’s shareholders via a combination of dividends and share repurchases.

Cash Flow

The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:

The Company is currently financing its operations, capital expenditures, acquisitions and share repurchases from operating and financing cash flows.


	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

	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. Refer to the section entitled “Non-GAAP Financial Measures” of this MD&A for further information on this financial measure.

Net cash provided by operating activities

Net cash flows from operating activities increased by $~~687~~63 million compared to the prior year, with the most notable drivers reflecting:

–growth in operating income of $~~738~~ 476 million, ~~coupled~~partially ~~with~~offset by various changes in working capital;

partially offset by:

–$~~269~~ 212 million in higher income tax payments in the current year.; and

~~Net~~–approximately ~~cash~~$100 ~~used~~million in ~~investing~~higher ~~activities~~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)

~~The~~Net ~~$809 million increase in~~ cash ~~flows~~provided by (used in) investing activities ~~compared to 2023 primarily reflects:~~

~~–higher~~The ~~net~~$1,058 million ~~purchases~~increase ofin ~~investments~~cash inprovided by investing activities compared to 2024 ofprimarily ~~$535 million;~~reflects:

–~~higher~~a ~~cash~~$463 ~~paid~~million ~~for~~decrease ~~acquisitions,~~in ~~net~~purchases of ~~cash acquired~~investments, ~~of $218 million~~ primarily due to the ~~acquisition~~purchase of ~~Numerated~~certificates ~~in the fourth quarter~~ of ~~2024,~~deposit ~~GCR and Praedicat~~ in the ~~third~~prior ~~quarter of 2024, and certain other immaterial acquisitions completed in the first quarter of 2024~~year; and

–~~higher~~a ~~cash~~$555 ~~paid~~million ~~for~~increase ~~capital~~in ~~additions~~sales and maturities of ~~$46~~investments ~~million~~primarily ~~compared~~due to the ~~prior~~maturity ~~year~~of ~~reflecting~~certificates ~~both the development~~ of ~~SaaS-based~~deposit ~~solutions~~ in MAthe ~~coupled~~first ~~with~~quarter ~~costs~~of ~~to support investments in company-wide technology infrastructure~~2025.

~~Net~~MOODY'S ~~cash~~2025 ~~used in financing activities~~10-K 57

The $138 million decrease in cash used in financing activities was primarily attributed to:

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–aNet ~~$500~~cash ~~million~~used ~~repayment of notes payable~~ in ~~2023;~~financing ~~and~~activities

–aThe $~~496~~1,617 million ~~issuance~~increase ofin ~~notes~~cash used in ~~the~~financing ~~third~~activities ~~quarter~~was ofprimarily ~~2024;~~attributed to:

~~partially~~–a ~~offset~~$700 ~~by:~~million repayment of notes payable in 2025;

–a ~~higher~~$496 ~~cash~~million ~~paid~~issuance ~~for~~of ~~treasury~~notes ~~share~~in ~~repurchases~~the inthird ~~2024~~quarter of ~~$802 million~~2024; ~~compared to the prior year.~~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 $32.04 billion at December 31, ~~2024~~2025 included approximately $1.78 billion located outside of the U.S. Approximately 3338% of the Company’s aggregate cash and cash equivalents and short-term investments is denominated in EUR and GBP. 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~~regularly toevaluates ~~evaluate~~ 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. Accordingly, the Company continues to repatriate a portion of its non-U.S. cash in these subsidiaries and will continue to repatriate certain of its offshore cash in a manner that addresses compliance with local statutory requirements, sufficient offshore working capital and any other factors that may be relevant in certain jurisdictions. Notwithstanding the Tax Act, which generally eliminated federal income tax on future cash repatriation to the U.S., cash repatriation may be subject to state and local taxes or withholding or similar taxes.

Material Cash Requirements

The Company's material cash requirements consist of the following contractual and other obligations:

Financing Arrangements

Indebtedness

At December 31, ~~2024~~2025, Moody’s had $7.4 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.

The repayment schedule for the Company’s borrowings outstanding at December 31, ~~2024~~2025 is as follows:

Future interest payments and fees associated with the Company's debt and credit facility are expected to be $43.7 billion,. ofOf ~~which~~this amount, approximately $300 million is expected to be paid in each of the next ~~five~~two years, ~~and~~approximately $200 million in each of the subsequent three years, with the remaining ~~amount~~balance expected to be paid thereafter. 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.

Purchase Obligations

Purchase obligations generally include multi-year agreements with vendors to purchase goods or services and mainly include data center/cloud hosting fees and fees for information technology licensing and maintenance. As of December 31, ~~2024~~2025, these purchase obligations totaled approximately $~~716~~650 million, of which approximately 4560% is expected to be paid in the next twelve months and another approximate 4540% expected to be paid over the next two subsequent years, with the remainder to be paid thereafter.

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Leases

The Company has remaining payments related to its operating leases of $~~478~~1,031 million at December 31, ~~2024~~2025, primarily related to real estate leases, of which $~~111~~100 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.

Pension and Other Retirement Plan Obligations

The Company does not anticipate making significant contributions to its funded pension plan in the next twelve months. This plan is overfunded at December 31, ~~2024~~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.

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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.

Dividends and share repurchases

On February 12 10, ~~2025~~2026, the Board approved the declaration of a quarterly dividend of $01.9403 per share for Moody’s common stock, payable March 14 13, ~~2025~~2026 to shareholders of record at the close of business on ~~February 25~~March 2, ~~2025~~2026. 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 1521, ~~2024,~~2025 the Board authorized ~~an additional~~ $14.50 billion in share repurchase authority. At December 31, ~~2024~~2025, the Company had approximately $14.60 billion of remaining authority under ~~these~~this ~~authorizations~~authorization. There is no established expiration date for the remaining ~~authorizations~~authorization.

Restructuring

As more fully discussed in Note 9 to the consolidated financial statements, the Company is currently in the process of executing the Strategic and Operational Efficiency Restructuring Program. Future cash outlays associated with this program are expected to be between $~~165~~110 million toand $~~195~~130 million, which are expected to be paid out through 2027.

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 ~~2025~~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. The Company may also borrow from various sources as described above.

Non-GAAP Financial Measures:

In addition to its reported results, Moody’s has included in this MD&A certain adjusted results that the SEC defines as “Non-GAAP financial measures.” Management believes that such adjusted financial measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and can provide greater transparency to investors of supplemental information used by management in its financial and operational decision-making. These adjusted measures, as defined by the Company, are not necessarily comparable to similarly defined measures of other companies. Furthermore, these adjusted measures should not be viewed in isolation or used as a substitute for other GAAP measures in assessing the operating performance or cash flows of the Company. Below are brief descriptions of the Company’s adjusted financial measures accompanied by a reconciliation of the adjusted measure to its most directly comparable GAAP measure.

Adjusted Operating Income and Adjusted Operating Margin:

The Company presents Adjusted Operating Income and Adjusted Operating Margin because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance. Adjusted Operating Income excludes the impact of: i) depreciation and amortization; ii) restructuring charges/adjustments; and iii) charges related to asset abandonment. Depreciation and amortization are excluded because companies utilize productive assets of different useful lives and use different methods of acquiring and depreciating productive assets. Restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, are excluded as the frequency and magnitude of these charges may vary widely across periods and companies. Refer to Notes 9 and 22 to the consolidated financial statements for further information regarding the nature of the Company’s restructuring programs and asset abandonment, respectively.

Management believes that the exclusion of the aforementioned items, as detailed in the reconciliation below, allows for an additional perspective on the Company’s operating results from period to period and across companies. The Company defines Adjusted Operating Margin as Adjusted Operating Income divided by revenue.

	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		%

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	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. 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 and v) gain on the divestiture of a business and certain direct costs to transact the divestiture.

The Company excludes the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of acquiring and amortizing intangible assets. These intangible assets were recorded as part of acquisition accounting and contribute to revenue generation. 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. ~~and~~The ~~across~~impact ~~companies.~~of ~~Restructuring~~restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, ~~and~~are also excluded. Similarly, gains on previously held equity method investments and the gain pursuant to the divestiture of the MA Learning Solutions business along with certain related direct costs to transact the divestiture are excluded asdue to their infrequent nature and because they do not reflect the Company's ongoing operations. The frequency and magnitude of ~~these~~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.

	~~Year ended December 31,~~		Year ended December 31,
Amounts in millions	~~2024~~		2025						~~2023~~		2024
Net income attributable to Moody’s common shareholders					$	~~2,058~~	$	2,459					$	~~1,607~~	$	2,058
Pre-tax Acquisition-Related Intangible Amortization Expenses	$	~~198~~	$	215					$	~~198~~	$	198
Tax on Acquisition-Related Intangible Amortization Expenses	~~(48)~~		(52)						~~(48)~~		(48)
Net Acquisition-Related Intangible Amortization Expenses					~~150~~		163						~~150~~		150
Pre-tax restructuring	$	59	$	108					$	87	$	59
Tax on restructuring	~~(15)~~		(27)						~~(22)~~		(15)
Net restructuring					44		81						65		44
Pre-tax charges related to asset abandonment	$	43	$	3					$	—	$	43
Tax on charges related to asset abandonment	~~(11)~~		(1)						—		(11)
Net charges related to asset abandonment					32		2						—		32
Pre-tax gain on previously held equity method investments	$	~~(7)~~	$	—					$	—	$	(7)
Tax on gain on previously held equity method investments	2		—						—		2
Net gain on previously held equity method investments					~~(5)~~		—						—		(5)
Adjusted Net Income					$	2,279							$	1,822
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

	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

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	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.

Free Cash Flow:

The Company defines Free Cash Flow as net cash provided by operating activities minus cash paid for capital additions. Management believes that Free Cash Flow is a useful metric in assessing the Company’s cash flows to service debt, pay dividends and to fund acquisitions and share repurchases. Management deems capital expenditures essential to the Company’s product and service innovations and maintenance of Moody’s operational capabilities. Accordingly, capital expenditures are deemed to be a recurring use of Moody’s cash flow. Below is a reconciliation of the Company’s net cash flows from operating activities to Free Cash Flow:

	Year ended December 31,
	2024		2023
	2025		2024
Net cash provided by operating activities	$	2,~~838~~901	$	2,~~151~~838
Capital additions	(~~317~~326)		(~~271~~317)
Free Cash Flow	$	2,~~521~~575	$	12,~~880~~521
Net cash used in investing activities	$	(1,056)	$	(247)
Net cash provided by (used in) investing activities	$	2	$	(1,056)
Net cash used in financing activities	$	(13,~~446~~063)	$	(1,~~584~~446)

Organic Constant Currency Revenue Growth:

The Company presents organic constant currency revenue growth as its non-GAAP measure of revenue growth. Management deems this measure to be useful in providing additional perspective in assessing the Company's revenue growth excluding both the inorganic revenue impacts from certain acquisition and divestiture activity completed within the last 12 months and the impacts of changes in foreign exchange rates. The Company calculates the dollar impact of foreign exchange as the difference between the translation of its current period non-USD functional currency results using comparative prior period weighted average foreign exchange translation rates and current year reported results.

Below is a reconciliation of the Company's reported revenue and growth rates to its organic constant currency revenue growth measures:

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	Year ended December 31,
Amounts in millions	2025		2024		Change			Growth
MCO revenue	$	7,718	$	7,088	$	630		9%
FX impact	(68)		—		(68)
Inorganic revenue from acquisitions	(57)		—		(57)
Divestitures	—		(5)		5
Organic constant currency MCO revenue	$	7,593	$	7,083	$	510		7%

MA revenue	$	3,599	$	3,295	$	304		9%
FX impact	(39)		—		(39)
Inorganic revenue from acquisitions	(49)		—		(49)
Divestitures	—		(5)		5
Organic constant currency MA revenue	$	3,511	$	3,290	$	221		7%

Decision Solutions revenue	$	1,692	$	1,516	$	176		12%
FX impact	(13)		—		(13)
Inorganic revenue from acquisitions	(49)		—		(49)
Divestitures	—		(5)		5
Organic constant currency Decision Solutions revenue	$	1,630	$	1,511	$	119		8%

Banking revenue	$	569	$	551	$	18		3%
FX impact	(2)		—		(2)
Inorganic revenue from acquisitions	(9)		—		(9)
Divestitures	—		(5)		5
Organic constant currency Banking revenue	$	558	$	546	$	12		2%

Insurance revenue	$	685	$	598	$	87		15%
FX impact	(2)		—		(2)
Inorganic revenue from acquisitions	(40)		—		(40)
Organic constant currency Insurance revenue	$	643	$	598	$	45		8%

KYC revenue	$	438	$	367	$	71		19%
FX impact	(9)		—		(9)
Organic constant currency KYC revenue	$	429	$	367	$	62		17%

Data and Information revenue	$	912	$	853	$	59		7%
FX impact	(17)		—		(17)
Constant currency Data and Information revenue	$	895	$	853	$	42		5%

MA recurring revenue	$	3,462	$	3,125	$	337		11%
FX impact	(40)		—		(40)
Inorganic revenue from acquisitions	(47)		—		(47)
Organic constant currency MA recurring revenue	$	3,375	$	3,125	$	250		8%

Decision Solutions recurring revenue	$	1,575	$	1,370	$	205		15%
FX impact	(14)		—		(14)
Inorganic revenue from acquisitions	(47)		—		(47)
Organic constant currency Decision Solutions recurring revenue	$	1,514	$	1,370	$	144	0	11%

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	Year ended December 31,
	2025		2024		Change		Growth
Banking recurring revenue	$	476	$	438	$	38	9%
FX impact	(3)		—		(3)
Inorganic revenue from acquisitions	(8)		—		(8)
Organic constant currency Banking recurring revenue	$	465	$	438	$	27	6%

Insurance recurring revenue	$	664	$	572	$	92	16%
FX impact	(2)		—		(2)
Inorganic revenue from acquisitions	(39)		—		(39)
Organic constant currency Insurance recurring revenue	$	623	$	572	$	51	9%

KYC recurring revenue	$	435	$	360	$	75	21%
FX impact	$	(9)	—		(9)
Organic constant currency KYC recurring revenue	$	426	$	360	$	66	18%

Key Performance Metrics:

The Company presents ARR on aan organic 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. The Company uses ARR to manage and monitor performance of its MA operating segment and believes that this metric is a key indicator of the trajectory of MA's recurring revenue base.

The Company calculates ARR by taking the total recurring contract value for each active renewable contract as of the reporting date, divided by the number of days in the contract and multiplied by 365 days to create an annualized value. The Company defines renewable contracts as subscriptions, term licenses, maintenance and renewable services. ARR excludes transaction sales including one-time training, services and perpetual licenses. In order to compare period-over-period ARR excluding the effects of foreign currency translation, the Company bases the calculation on currency rates utilized in its current year operating budget and holds these FX rates constant for the duration of all current and prior periods being reported. Additionally, ~~ARR excludes contracts related~~ to ~~acquisitions to~~ provide ~~additional~~better perspective in assessing growth, ~~excluding~~ the ~~impacts~~Company excludes from ~~certain~~ARR ~~acquisition~~contracts ~~activity~~associated with acquisitions and divestitures completed within the last 12 months.

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.

Amounts in millions	December 31, ~~2024~~2025		December 31, ~~2023~~2024		Change		Growth
MA ARR
Decision Solutions
Banking	$	494	$	458	$	36	8%
Banking	$	457	$	420	$	37	9%
Insurance	649		604		45		7%
Insurance	601		536		65		12%
KYC	436		380		56		15%
KYC	390		334		56		17%
Total Decision Solutions	$	1,579	$	1,442	$	137	10%
Total Decision Solutions	$	1,448	$	1,290	$	158	12%
Research and Insights	1,002		932		70		8%
Research and Insights	942		885		57		6%
Data and Information	917		859		58		7%
Data and Information	888		821		67		8%
Total MA ARR	$	3,498	$	3,233	$	265	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.

Contingencies

Legal proceedings in which the Company is involved also may impact Moody’s liquidity or operating results. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Part II, Item 8 – “Financial Statements,” Note 19 “Contingencies” in this Form 10-K.

~~Forward-Looking~~MOODY'S ~~Statements~~2025 10-K 63

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~~statements. Those statements appear at various places throughout this annual report on Form 10~~Forward-K,Looking 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. Stockholders and investors are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements and other information in this document are made as of the date of this annual report on Form 10-K, and the Company undertakes no obligation (nor does it intend) to publicly supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise, except as required by applicable law or regulation. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company is identifying certain factors that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements.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. 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. 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. Stockholders and investors are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements and other information in this document are made as of the date of this annual report on Form 10-K, and the Company undertakes no obligation (nor does it intend) to publicly supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise, except as required by applicable law or regulation. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company is identifying certain factors that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements.

Those factors, risks and uncertainties include, but are not limited to:

–the ~~impact~~uncertain effects of ~~general~~U.S. ~~economic~~and ~~conditions~~foreign ~~(including~~government ~~significant~~actions ~~government~~affecting ~~debt~~international trade and ~~deficit~~economic ~~levels~~policy, ~~and~~including ~~inflation~~changes and ~~related~~volatility ~~monetary~~in ~~policy~~tariffs ~~actions~~and bytrade ~~governments~~policies inand ~~response~~retaliatory toactions, ~~inflation)~~ on ~~worldwide~~ credit markets, ~~and on economic activity~~customers, ~~including on the level of merger~~ and ~~acquisition~~customer ~~activity~~retention, and ~~their~~demand ~~effects~~for onour ~~the~~products ~~volume of debt~~ and ~~other securities issued in domestic and/or global capital markets~~services;

–the ~~uncertain~~impact ~~effectiveness~~of ~~and~~general ~~possible~~economic ~~collateral~~conditions ~~consequences~~(including ofsignificant ~~U.S.~~government debt and ~~foreign~~deficit ~~government~~levels ~~initiatives~~and inflation or recessions and related monetary policy toactions ~~respond~~by togovernments ~~the~~in ~~current~~response thereto) on worldwide credit markets and on economic ~~climate~~activity, including ~~instability~~on ofthe ~~financial~~level ~~institutions,~~of ~~credit~~merger ~~quality~~and ~~concerns~~acquisition activity, and ~~other~~their ~~potential~~effects ~~impacts~~on the volume of ~~volatility~~debt and other securities issued in ~~financial~~domestic and/or ~~credit~~global capital markets;

–the ~~global~~uncertain ~~impacts~~effects of ~~the~~U.S. ~~Russia-Ukraine~~and ~~military~~foreign ~~conflict~~government initiatives and ~~the~~monetary ~~military~~policy ~~conflict~~to inrespond to the ~~Middle~~current ~~East~~economic onclimate, ~~volatility~~including ininstability ~~world~~of financial ~~markets~~institutions, oncredit ~~general~~quality ~~economic~~concerns, ~~conditions~~ and ~~GDP~~other inpotential ~~the~~impacts ~~U.S.~~of ~~and~~volatility ~~worldwide,~~in onfinancial ~~global relations~~ and oncredit ~~the Company's own operations and personnel~~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 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;

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–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;

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–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.

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~~this 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. Stockholders and investors are cautioned that the occurrence of any of these factors, risks and uncertainties may cause the Company’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on the Company’s business, results of operations and financial condition. New factors may emerge from time to time, and it is not possible for the Company to predict new factors, nor can the Company assess the potential effect of any new factors on it. Forward-looking and other statements in this document may also address our corporate responsibility progress, plans, and goals (including sustainability and environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the Securities and Exchange Commission. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information in response to this item is set forth under the caption “Market Risk” in Part II, Item 7 on page 56 of this annual report on Form 10-K.

ITEM 8. FINANCIAL STATEMENTS

Index to Financial Statements

						Page
Management’s Report on Internal Control Over Financial Reporting						6466
Report of Independent Registered Public Accounting Firm						6567
Consolidated Financial Statements:
Consolidated Statements of Operations						6769
Consolidated Statements of Comprehensive Income						6870
Consolidated Balance Sheets						6971
Consolidated Statements of Cash Flows						7072
Consolidated Statements of Shareholders’ Equity						7173
Notes to Consolidated Financial Statements						7476

Schedules are omitted as not required or inapplicable or because the required information is provided in the consolidated financial statements, including the notes thereto.

MOODY'S ~~2024~~2025 10-K 6365

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Moody’s Corporation is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. As defined by the SEC in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Moody’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Moody’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management of the Company evaluated and assessed the design and operational effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2024~~2025 based on criteria established in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on the assessment performed, management has concluded that Moody’s maintained effective internal control over financial reporting as of December 31, ~~2024~~2025.

The effectiveness of our internal control over financial reporting as of December 31, ~~2024~~2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their accompanying report which expresses an unqualified opinion on the effectiveness of Moody's internal control over financial reporting as of December 31, ~~2024~~2025.

/s/ ROBERT FAUBER

Robert Fauber

President and Chief Executive Officer

/s/ NOÉMIE HEULAND

Noémie Heuland

Senior Vice President and Chief Financial Officer

February 1418, ~~2025~~2026

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors

Moody’s Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of Moody's Corporation and subsidiaries (the Company) as December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income, shareholders’ equity, and cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, and the related notes (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control ~~over~~Over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Gross uncertain tax positions

As discussed in Note 15 to the consolidated financial statements, the Company has recorded uncertain tax positions (UTPs), ~~excluding associated interest~~ of $~~211~~158 million as of December 31, ~~2024~~2025. The Company determines whether it is more-likely-than-not that a tax position will be sustained based on its technical merits as of the reporting date. 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. We identified the assessment of the Company’s gross UTPs as a critical audit matter because complex judgment was required in evaluating the Company’s interpretation of tax laws and its estimate of the ultimate resolution of the tax positions.

~~The~~We ~~following~~identified ~~are~~ the ~~primary~~assessment ~~procedures~~of wethe ~~performed~~Company’s togross ~~address~~UTPs ~~this~~as a critical audit matter. Webecause ~~evaluated~~complex ~~the~~judgment ~~design~~was ~~and~~required ~~tested~~in ~~the~~evaluating ~~operating effectiveness of internal controls over~~ the Company’s ~~tax~~interpretation ~~process,~~of ~~including~~tax ~~those~~laws ~~related~~and toits ~~the~~estimate ~~timely identification~~ of ~~UTPs,~~ the ~~assessment~~ultimate resolution of ~~new information related to previously identified UTPs, and~~ the measurement of UTPs. We involved valuation professionals with specialized skills and knowledge, who assisted in assessing transfer pricing studies for compliance with applicable laws and regulations. Additionally, we involved tax ~~professionals with specialized skills and knowledge, who assisted in:~~positions.

~~•evaluating~~The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of internal controls over the Company’s ~~interpretation~~tax ofprocess, ~~tax~~including ~~laws~~those ~~and~~related ~~judgments~~to ~~about~~the timely identification of UTPs, the ~~administrative~~assessment ~~practices~~of new information related to previously identified UTPs, and the measurement of UTPs. We involved valuation professionals with specialized skills and knowledge, who assisted in assessing transfer pricing documentation for compliance with applicable laws and regulations. Additionally, we involved tax ~~authorities~~professionals with specialized skills and knowledge, who assisted in:

•~~inspecting~~evaluating ~~settlement~~the ~~documents~~Company’s ~~with~~interpretation ~~applicable~~of ~~taxing~~tax laws and judgments about the administrative practices of tax authorities;

•assessing the expiration of statutes of limitations; and

•performing an assessment of the Company’s tax positions and comparing the results to the Company’s assessment.

In addition, we evaluated the Company’s ability to accurately estimate its gross UTPs by comparing historical gross UTPs to actual results upon conclusion of tax audits ~~or expiration of the statute of limitations~~.

/s/ KPMG LLP

We have served as the Company’s auditor since 2008.

New York, New York

February 1418, ~~2025~~2026

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MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts in millions, except per share data)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Revenue	$	7,~~088~~718	$	57,~~916~~088	$	5,~~468~~916
Expenses
Operating	1,~~945~~973		1,~~687~~945		1,~~613~~687
Selling, general and administrative	1,~~735~~803		1,~~632~~735		1,~~527~~632
Depreciation and amortization	~~431~~480		~~373~~431		~~331~~373
Restructuring	59108		8759		~~114~~87
Charges related to asset abandonment	433		—43		—
Total expenses	4,~~213~~367		34,~~779~~213		3,~~585~~779
Operating income	23,~~875~~351		2,~~137~~875		12,~~883~~137
Non-operating (expense) income, net
Non-operating expense, net
Interest expense, net	(~~237~~213)		(~~251~~237)		(~~231~~251)
Other non-operating income, net	61		49		38
Other non-operating (expense) income, net	(31)		61		49
Gain on extinguishment of debt	—		—		70
Gain on divestiture of business	23		—		—
Non-operating (expense) income, net	(176)		(202)		(123)
Non-operating expense, net	(221)		(176)		(202)
Income before provision for income taxes	23,~~699~~130		12,~~935~~699		1,~~760~~935
Provision for income taxes	~~640~~668		~~327~~640		~~386~~327
Net income	2,~~059~~462		12,~~608~~059		1,~~374~~608
Less: Net income attributable to noncontrolling interests	13		1		—1
Net income attributable to Moody’s	$	2,~~058~~459	$	12,~~607~~058	$	1,~~374~~607
Earnings per share
Basic	$	1113.3273	$	811.7732	$	78.4777
Diluted	$	1113.2667	$	811.7326	$	78.4473
Weighted average shares outstanding
Basic	~~181~~179.81		~~183~~181.28		183.92
Diluted	~~182~~179.79		~~184~~182.07		184.70

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

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MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in millions)

	Year Ended December 31, 2024						Year Ended December 31, 2023						Year Ended December 31, 2022
	Year Ended December 31, 2025						Year Ended December 31, 2024						Year Ended December 31, 2023
	Pre-taxamounts		Taxamounts		After-taxamounts		Pre-taxamounts		Taxamounts		After-taxamounts		Pre-taxamounts		Taxamounts		After-taxamounts
Net Income					$	2,~~059~~462					$	12,~~608~~059					$	1,~~374~~608
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net	$	~~(309)~~594	$	(32)	$	~~(312)~~592	$	~~213~~(309)	$	(13)	$	~~212~~(312)	$	~~(439)~~213	$	2(1)	$	~~(437)~~212
Foreign currency translation adjustments - reclassification of losses included in net income	—		—		—		—		—		—		20		—		20
Net gains (losses) on net investment hedges	(629)		160		(469)		299		(77)		222		(177)		45		(132)
Net gains (losses) on net investment hedges	299		(77)		222		(177)		45		(132)		219		(55)		164
Cash Flow Hedges:
Reclassification of losses included in net income	32		(1)		21		23		(1)		12		2		—(1)		21
Pension and Other Retirement Benefits:
Amortization of actuarial gains (losses), prior service credits (costs), and settlement gain (charge) included in net income	(2)		—		(2)		(3)		—		(3)		3		(1)		2
Amortization of actuarial (gains) losses, prior service (credits) costs, and settlement (gain) charge included in net income	(2)		—		(2)		(2)		—		(2)		(3)		—		(3)
Net actuarial gains (losses)	259		(62)		197		~~(8)~~25		2(6)		~~(6)~~19		(18)		12		—(6)
Total Other Comprehensive Income (Loss)	$	16(26)	$	~~(87)~~155	$	~~(71)~~129	$	2716	$	45(87)	$	72(71)	$	~~(196)~~27	$	~~(53)~~45	$	~~(249)~~72
Comprehensive Income					12,~~988~~591						1,~~680~~988						1,~~125~~680
Less: comprehensive loss attributable to noncontrolling interests					—(9)						~~(4)~~—						(164)
Comprehensive Income Attributable to Moody’s					$	12,~~988~~600					$	1,~~684~~988					$	1,~~141~~684

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

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MOODY’S CORPORATION

CONSOLIDATED BALANCE SHEETS

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

	December 31,
	2024		2023
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	2,~~408~~384	$	2,~~130~~408
Short-term investments	~~566~~64		63566
Accounts receivable, net of allowances for credit losses of $32 in 2024 and $35 in 2023	1,801		1,659
Accounts receivable, net of allowances for credit losses of $29 in 2025 and $32 in 2024	2,024		1,801
Other current assets	~~515~~714		~~489~~515
Total current assets	5,~~290~~186		45,~~341~~290
Property and equipment, net of accumulated depreciation of $1,453 in 2024 and $1,272 in 2023	656		603
Property and equipment, net of accumulated depreciation of $1,572 in 2025 and $1,453 in 2024	722		656
Operating lease right-of-use assets	~~216~~282		~~277~~216
Goodwill	56,~~994~~368		5,~~956~~994
Intangible assets, net	1,~~890~~866		21,~~049~~890
Deferred tax assets, net	~~293~~305		~~258~~293
Other assets	1,~~166~~101		1,~~138~~166
Total assets	$	15,~~505~~830	$	1415,~~622~~505
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,~~344~~304	$	1,~~076~~344
Current portion of operating lease liabilities	~~102~~95		~~108~~102
Current portion of long-term debt	~~697~~—		—697
Deferred revenue	1,~~454~~582		1,~~316~~454
Total current liabilities	32,~~597~~981		23,~~500~~597
Non-current portion of deferred revenue	5756		6557
Long-term debt	6,~~731~~994		76,~~001~~731
Deferred tax liabilities, net	~~449~~315		~~402~~449
Uncertain tax positions	~~211~~158		~~196~~211
Operating lease liabilities	~~216~~262		~~306~~216
Other liabilities	~~517~~859		~~676~~517
Total liabilities	11,~~778~~625		11,~~146~~778
Contingencies (Note 19)
Shareholders’ equity:
Preferred stock, par value $0.01 per share; 10,000,000 shares authorized; no shares issued and outstanding	—		—
Series common stock, par value $0.01 per share; 10,000,000 shares authorized; no shares issued and outstanding	—		—
Common stock, par value $0.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued at December 31, 2024 and December 31, 2023, respectively.	3		3
Common stock, par value $0.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued at December 31, 2025 and December 31, 2024, respectively.	3		3
Capital surplus	1,~~451~~676		1,~~228~~451
Retained earnings	1617,~~071~~853		1416,~~659~~071
Treasury stock, at cost; 162,593,213 and 160,430,754 shares of common stock at December 31, 2024 and December 31, 2023, respectively	(13,322)		(12,005)
Treasury stock, at cost; 165,359,285 and 162,593,213 shares of common stock at December 31, 2025 and December 31, 2024, respectively	(14,978)		(13,322)
Accumulated other comprehensive loss	(~~638~~500)		(~~567~~638)
Total Moody’s shareholders’ equity	34,~~565~~054		3,~~318~~565
Noncontrolling interests	~~162~~151		~~158~~162
Total shareholders’ equity	34,~~727~~205		3,~~476~~727
Total liabilities and shareholders’ equity	$	15,~~505~~830	$	1415,~~622~~505

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

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MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in millions)

	Year Ended December 31,
	2024		2023		2022
	2025		2024		2023
Cash flows from operating activities
Net income	$	2,~~059~~462	$	12,~~608~~059	$	1,~~374~~608
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	~~431~~480		~~373~~431		~~331~~373
Stock-based compensation	~~220~~232		~~193~~220		~~169~~193
Deferred income taxes	(6217)		(3862)		48(38)
Non-cash restructuring and asset impairment/abandonment-related charges	32		35		29
Non-cash restructuring and abandonment-related charges	9		32		35
Provision for credit losses on accounts receivable	1512		2215		2522
FX translation losses reclassified to net income	—		—		20
Gain on previously held/sold investments in non-consolidated affiliates	—		(7)		(4)
Gain on extinguishment of debt	—		—		(70)
Gain on divestiture of business	(23)		—		—
Gain on previously held/sold investments in non-consolidated affiliates	(7)		(4)		—
Changes in assets and liabilities:
Accounts receivable	(~~187~~203)		(12187)		9(12)
Other current assets	(3676)		~~119~~(36)		~~(223)~~119
Other assets	~~(17)~~36		(6917)		(4869)
Lease obligations	(33)		(2633)		(1926)
Accounts payable and accrued liabilities	~~225~~(55)		76225		~~(161)~~76
Deferred revenue	~~154~~148		24154		2024
Unrecognized tax positions and other non-current tax liabilities	18(57)		~~(129)~~18		(33129)
Other liabilities	26(14)		~~(21)~~26		3(21)
Net cash provided by operating activities	2,~~838~~901		2,~~151~~838		12,~~474~~151
Cash flows from investing activities
Capital additions	(~~317~~326)		(~~271~~317)		(~~283~~271)
Purchases of investments	(~~651~~188)		(~~143~~651)		(~~246~~143)
Sales and maturities of investments	~~135~~690		~~162~~135		~~216~~162
Purchases of investments in non-consolidated affiliates	(419)		(54)		(745)
Sales of/distributions from investments in non-consolidated affiliates	2—		132		213
Cash paid for acquisitions, net of cash acquired	(221)		(3)		(97)
Cash received upon divestiture of business, net of cash transferred to purchaser	40		—		—
Receipts from settlements of net investment hedges	—		—		220
Cash paid for acquisitions, net of cash acquired	(227)		(221)		(3)
Net cash used in investing activities	(1,056)		(247)		(262)
Receipts from settlements of net investment hedges	32		—		—
Net cash provided by (used in) investing activities	2		(1,056)		(247)
Cash flows from financing activities
Issuance of notes	~~496~~—		—496		~~988~~—
Repayment of notes	—(700)		~~(500)~~—		(~~626~~500)
Proceeds from stock-based compensation plans	7349		5073		2650
Repurchase of shares related to stock-based compensation	(9199)		(7191)		(8771)
Treasury shares	(1,~~292~~607)		(~~490~~1,292)		(~~983~~490)
Dividends	(~~620~~701)		(~~564~~620)		(~~515~~564)
Dividends to noncontrolling interests	(75)		(97)		(19)
Debt issuance costs, extinguishment costs and related fees	~~(5)~~—		—(5)		~~(10)~~—
Net cash used in financing activities	(13,~~446~~063)		(1,~~584~~446)		(1,~~208~~584)
Effect of exchange rate changes on cash and cash equivalents	~~(58)~~136		41(58)		~~(46)~~41
Increase (decrease) in cash and cash equivalents	278		361		(42)
(Decrease) increase in cash and cash equivalents	(24)		278		361
Cash and cash equivalents, beginning of period	2,~~130~~408		12,~~769~~130		1,~~811~~769
Cash and cash equivalents, end of period	$	2,~~408~~384	$	2,~~130~~408	$	12,~~769~~130

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

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MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(Amounts in millions, except per share data)

	Shareholders of Moody’s Corporation
	Common Stock							Treasury Stock			AccumulatedOtherComprehensiveLoss		Total Moody’sShareholders’ Equity		Non-ControllingInterests		TotalShareholders’ Equity
	Shares	Amount		CapitalSurplus		RetainedEarnings		Shares	Amount
Balance at December 31, 2021	342.9	$	3	$	885	$	12,762	(157.3)	$	(10,513)	$	(410)	$	2,727	$	189	$	2,916
Net income						1,374							1,374		—		1,374
Dividends ($2.80 per share)						(518)							(518)		(3)		(521)
Stock-based compensation				169									169				169
Shares issued for stock-based compensation plans at average cost, net				(32)				0.6	(29)				(61)				(61)
Shares issued as consideration to acquire kompany(1)				35				0.1	9				44				44
Treasury shares repurchased				(3)				(3.1)	(980)				(983)				(983)
Currency translation adjustment, net of net investment hedge activity (net of tax of $53 million)											(237)		(237)		(16)		(253)
Amortization of prior service costs and actuarial losses (net of tax of $1 million)											2		2				2
Amortization of losses on cash flow hedges											2		2				2
Balance at December 31, 2022	342.9	$	3	$	1,054	$	13,618	(159.7)	$	(11,513)	$	(643)	$	2,519	$	170	$	2,689
Net income						1,607							1,607		1		1,608
Dividends ($3.08 per share)						(566)							(566)		(9)		(575)
Stock-based compensation				193									193				193
Shares issued for stock-based compensation plans at average cost, net				(19)				0.8	—				(19)				(19)
Treasury shares repurchased, inclusive of excise tax				—				(1.5)	(492)				(492)				(492)
Currency translation adjustment, net of net investment hedge activity (net of tax of $44 million)											84		84		(4)		80
Net actuarial losses (net of tax of $2 million)											(6)		(6)				(6)
Amortization of actuarial gains, prior service credits and settlement gain											(3)		(3)				(3)
Amortization of losses on cash flow hedges (net of tax of $1 million)											1		1				1
Balance at December 31, 2023	342.9	$	3	$	1,228	$	14,659	(160.4)	$	(12,005)	$	(567)	$	3,318	$	158	$	3,476

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

~~(1)~~MOODY'S ~~Represents~~2025 ~~a non~~10-~~cash investing activity relating to the issuance of common stock to fund a portion of the purchase price for kompany.~~K 73

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MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY continued

(Amounts in millions, except per share data)

	Shareholders of Moody’s Corporation
	Common Stock							Treasury Stock			AccumulatedOtherComprehensiveLoss		Total Moody’sShareholders’Equity		Non-ControllingInterests		TotalShareholders’Equity
	Shares	Amount		CapitalSurplus		RetainedEarnings		Shares	Amount
Balance at December 31, 2022	342.9	$	3	$	1,054	$	13,618	(159.7)	$	(11,513)	$	(643)	$	2,519	$	170	$	2,689
Net income						1,607							1,607		1		1,608
Dividends ($3.08 per share)						(566)							(566)		(9)		(575)
Stock-based compensation				193									193				193
Shares issued for stock-based compensation plans at average cost, net				(19)				0.8	—				(19)				(19)
Treasury shares repurchased, inclusive of excise tax				—				(1.5)	(492)				(492)				(492)
Currency translation adjustment, net of net investment hedge activity (net of tax of $44 million)											84		84		(4)		80
Net actuarial losses (net of tax of $2 million)											(6)		(6)				(6)
Amortization of actuarial gains, prior service credits and settlement gain											(3)		(3)				(3)
Amortization of losses on cash flow hedges (net of tax of $1 million)											1		1				1
Balance at December 31, 2023	342.9	$	3	$	1,228	$	14,659	(160.4)	$	(12,005)	$	(567)	$	3,318	$	158	$	3,476
Net income						2,058							2,058		1		2,059
Dividends ($3.40 per share)						(646)							(646)		(7)		(653)
Stock-based compensation				225									225				225
Shares issued for stock-based compensation plans at average cost, net				(2)				0.7	(16)				(18)				(18)
Noncontrolling interest resulting from majority acquisition													—		10		10
Treasury shares repurchased, inclusive of excise tax				—				(2.9)	(1,301)				(1,301)				(1,301)
Currency translation adjustment, net of net investment hedge activity (net of tax of $80 million)											(90)		(90)		—		(90)
Net actuarial gains (net of tax of $6 million)											19		19				19
Amortization of actuarial gains and prior service credits											(2)		(2)				(2)
Amortization of losses on cash flow hedges (net of tax of $1 million)											2		2				2
Balance at December 31, 2024	342.9	$	3	$	1,451	$	16,071	(162.6)	$	(13,322)	$	(638)	$	3,565	$	162	$	3,727

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

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MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY continued

(Amounts in millions, except per share data)

	Shareholders of Moody’s Corporation
	Common Stock							Treasury Stock			AccumulatedOtherComprehensiveLoss		Total Moody’sShareholders’Equity		Non-ControllingInterests		TotalShareholders’Equity
	Shares	Amount		CapitalSurplus		RetainedEarnings		Shares	Amount
Balance at December 31, 2023	342.9	$	3	$	1,228	$	14,659	(160.4)	$	(12,005)	$	(567)	$	3,318	$	158	$	3,476
Net income						2,058							2,058		1		2,059
Dividends ($3.40 per share)						(646)							(646)		(7)		(653)
Stock-based compensation				225									225				225
Shares issued for stock-based compensation plans at average cost, net				(2)				0.7	(16)				(18)				(18)
Noncontrolling interest resulting from majority acquisition													—		10		10
Treasury shares repurchased, inclusive of excise tax				—				(2.9)	(1,301)				(1,301)				(1,301)
Currency translation adjustment, net of net investment hedge activity (net of tax of $80 million)											(90)		(90)		—		(90)
Net actuarial gains (net of tax of $6 million)											19		19				19
Amortization of actuarial gains and prior service credits											(2)		(2)				(2)
Amortization of losses on cash flow hedges (net of tax of $1 million)											2		2				2
Balance at December 31, 2024	342.9	$	3	$	1,451	$	16,071	(162.6)	$	(13,322)	$	(638)	$	3,565	$	162	$	3,727
Net income						2,459							2,459		3		2,462
Dividends ($3.76 per share)						(677)							(677)		(5)		(682)
Stock-based compensation				239									239				239
Shares issued for stock-based compensation plans at average cost, net				(14)				0.5	(36)				(50)				(50)
Treasury shares repurchased, inclusive of excise tax				—				(3.3)	(1,620)				(1,620)				(1,620)
Currency translation adjustment, net of net investment hedge activity (net of tax of $158 million)											132		132		(9)		123
Net actuarial gains (net of tax of $2 million)											7		7				7
Amortization of actuarial gains and prior service credits											(2)		(2)				(2)
Amortization of losses on cash flow hedges (net of tax of $1 million)											1		1				1
Balance at December 31, 2025	342.9	$	3	$	1,676	$	17,853	(165.4)	$	(14,978)	$	(500)	$	4,054	$	151	$	4,205

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

MOODY'S ~~2024~~2025 10-K 7375

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MOODY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(tabular dollar and share amounts in millions, except per share data)

NOTE 1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Moody’s is a global provider of integrated perspectives on risk that empowers organizations and investors to make better decisions. Moody’s reports in two reportable segments: MA and MIS.

MA is acomprised ~~global provider~~ of: i) ~~data~~a premier fixed income and ~~information~~economic research business (Research & Insights); ii) ~~research~~a curated data business powered by an extensive database on companies and ~~insights~~credit (Data & Information); and iii) ~~decision~~three ~~solutions,~~cloud-based ~~which~~subscription ~~help~~businesses ~~companies~~serving ~~make~~banking, ~~better~~insurance, and ~~faster~~KYC ~~decisions~~workflows (Decision Solutions). 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.

Certain reclassifications have been made to prior period amounts to conform to the current presentation.

Adoption of New Accounting Standards in ~~2024~~2025

In ~~November~~December 2023, the FASB issued ASU 2023-0709, "~~Segment~~Income ~~Reporting~~Taxes (Topic ~~280~~740): Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures" ("ASU No. 2023-0709"), which ~~expands~~is ~~segment~~intended ~~disclosure requirements for public entities. ASU No. 2023-07 requires entities~~ to ~~disclose~~enhance ~~significant segment expenses by reportable segment if they are regularly provided to~~ the ~~CODM~~transparency and ~~included~~decision inusefulness ~~each reported measure~~ of ~~segment~~income ~~profit~~tax ~~or loss~~disclosures. InThe ~~addition,~~amendments ~~this~~in ASU ~~permits~~No. 2023-09 require entities to disclose ~~more~~additional ~~than~~income ~~one~~tax ~~measure of segment profit or loss used by the CODM. Additionally~~information, ~~disclosure~~primarily ofrelated ~~the~~to ~~CODM’s~~greater ~~title~~disaggregation ~~and position will be required on an annual basis, as well as an explanation~~ of ~~how~~ the ~~CODM uses the reported measure(~~entity's). ~~Furthermore,~~ETR ~~all~~reconciliation ~~existing annual disclosures about segment profit or loss~~ and ~~assets~~income ~~must~~taxes bepaid ~~provided~~by onjurisdiction ~~an interim basis in addition to disclosure of significant segment expenses and other segment items~~disclosures. This ASU is effective for ~~fiscal~~annual ~~years~~periods beginning after December 15, ~~2023~~2024, and ~~interim~~should ~~periods~~be ~~within~~applied ~~fiscal~~on ~~years~~a ~~beginning~~prospective ~~after~~basis; ~~December 15~~however, ~~2024, and requires~~ retrospective application tois ~~all prior periods presented in the financial statements~~permitted. The Company adopted this ASU retrospectively for all periods presented with the new required disclosures presented in Note 2015.

~~Reclassification~~In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of ~~Previously~~Credit ~~Reported~~Losses ~~Revenue~~for byAccounts ~~LOB~~Receivable and Contract Assets", which amends Topic 326 to provide a practical expedient and an accounting policy election related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Specifically, in developing reasonable and supportable forecasts as part of estimating expected credit losses on accounts receivable, entities may elect a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset. This ASU is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company early adopted this ASU in the fourth quarter of 2025, and applied it prospectively as of January 1, 2025, in accordance with the transition provisions for early adoption. The adoption of this ASU did not have a material impact on the financial statements.

InReclassification ~~the first quarter~~ of ~~2024,~~Previously ~~pursuant~~Reported toTransaction ~~the integration of RMS into the Company's order-to-cash systems, the Company reclassified certain prior year revenue by geography disclosures. The impact of the reclassification was not material,~~ and ~~prior~~Recurring ~~year revenue by LOB disclosures have been reclassified to conform to this new presentation, which is disclosed in Note 3.~~Revenue

In the first quarter of 2025, the Company reclassified certain prior-year transaction and recurring revenue amounts to align with a refined classification methodology. The impact of the reclassifications was not material, and the reclassified amounts for 2024 and 2023 are reflected in Note 3.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Consolidation

The consolidated financial statements include those of Moody’s Corporation and its majority- and wholly-owned subsidiaries. The effects of all intercompany transactions have been eliminated. Investments in companies for which the Company has significant influence over operating and financial policies but not a controlling interest are accounted for on an equity basis whereby the Company records its proportional share of the investment’s net income or loss as part of other non-operating income (expense), net and any dividends received reduce the carrying amount of the investment. Equity investments without a readily determinable fair value for which the Company does not have significant influence are accounted for under the ASC Topic 321 measurement alternative; these investments are recorded at initial cost, less impairment, adjusted upward or downward for any observable price changes in similar investments. The Company applies the guidelines set forth in ASC Topic 810 assessing its interests in voting and variable interest entities to decide whether to consolidate an entity. The Company has reviewed the potential variable interest entities and determined that there are no consolidation requirements under ASC Topic 810. The Company consolidates its ICRA subsidiaries on a three month lag.

Cash and Cash Equivalents

Cash equivalents principally consist of investments in money market deposit accounts and money market funds as well as certificates of deposit with maturities of three months or less when purchased.

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Short-term Investments

Short-term investments are securities with maturities greater than 90 days at the time of purchase that are available for operations in the next 12 months. The Company’s short-term investments primarily consist of certificates of deposit and their cost approximates fair value due to the short-term nature of the instruments. Interest and dividends on these investments are recorded into income when earned.

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Property and Equipment

Property and equipment are stated at cost and are depreciated using the straight-line method over their estimated useful lives. Expenditures for maintenance and repairs that do not extend the economic useful life of the related assets are charged to expense as incurred.

Computer Software Developed or Obtained for Internal Use

The Company capitalizes costs related to software developed or obtained for internal use. These assets, included in property and equipment in the consolidated balance sheets, relate to MA's ~~SaaS~~cloud-based solutions as well as the Company’s financial, website and other systems. Such costs generally consist of employee compensation, direct costs for third-party license fees and professional services provided by third parties, in each case incurred either during the application development stage or in connection with upgrades and enhancements that increase functionality. Such costs are depreciated over their estimated useful lives on a straight-line basis. Costs incurred during the preliminary project stage of development as well as maintenance costs are expensed as incurred.

The Company also capitalizes implementation costs incurred in cloud computing arrangements (e.g., hosted arrangements) and depreciates the costs over the non-cancellable term of the cloud computing arrangements plus any option renewal periods that are reasonably certain to be exercised or for which the exercise is controlled by the service provider. The Company classifies the amortization of capitalized implementation costs in the same line item in the consolidated statement of operations as the fees associated with the hosting service (i.e., operating and SG&A expense) and classifies the related payments in the consolidated statement of cash flows in the same manner as payments made for fees associated with the hosting service (i.e. cash flows from operating activities). In addition, the capitalization of implementation costs is reflected in the consolidated balance sheets consistent with the location of prepayment of fees for the hosting element (i.e., within other current assets or other assets).

Goodwill ~~and Other Acquired Intangible Assets~~

Moody’s evaluates its goodwill for impairment at the reporting unit level, defined as an operating segment (i.e., MA and MIS), or one level below an operating segment (i.e., a component of an operating segment), annually as of July 31 or more frequently if impairment indicators arise in accordance with ASC Topic 350.

The Company evaluates its reporting units on an annual basis, or more frequently if there are changes in the reporting structure of the Company due to acquisitions, realignments or if there are indicators of potential impairment. 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~~Prior ~~purposes~~to ~~of assessing the recoverability of goodwill~~2025, ~~the~~MA's ~~Company~~reporting ~~has~~unit ~~four~~structure ~~reporting~~consisted ~~units:~~of two reporting units ~~within~~comprised ~~MA consisting~~ of businesses that offer: i) data and data-driven analytical solutions; and ii) risk-management software, workflow and CRE solutions. During the first quarter of 2025, MA reorganized its management and ~~two~~reporting structure, which affected the composition of the reporting units within the ~~Company’~~MA reportable segment. As a result, MA's ~~ratings~~reporting ~~business~~unit (structure now consists of one ~~for~~reporting unit, which is consistent with the ~~ICRA~~segment's ~~business~~current management structure and ~~one~~operating model. This reorganization did not result in a change to the Company's reportable segments. The Company performed assessments of the reporting units impacted by the reorganization immediately before and after the reorganization became effective and determined that ~~encompasses~~it ~~all~~was not more likely than not that the fair value of ~~Moody’s~~any ~~other~~reporting ~~ratings~~unit ~~operations)~~was less than its carrying amount.

~~Impairment~~Subsequent to the aforementioned reorganization of ~~long-lived~~the ~~assets~~MA reporting unit structure, for the purposes of assessing the recoverability of goodwill, the Company now has three reporting units: two within the Company’s ratings business (one for the ICRA business and ~~definite-lived~~one ~~intangible~~that ~~assets~~encompasses all of Moody’s other ratings operations) and one reporting unit within MA.

~~Long-lived~~MOODY'S ~~assets~~2025 ~~(including ROU Assets) and amortizable intangible assets are reviewed for recoverability whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.~~ 10-K 77

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Impairment of Long-lived Assets and Definite-lived Intangible 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.

Under the first step of the recoverability assessment, the Company compares the estimated undiscounted future cash flows attributable to the asset or asset group to their carrying value. If the undiscounted future cash flows are greater than the carrying value, no further assessment is required. If the undiscounted future cash flows are less than the carrying value, Moody's proceeds with step two of the assessment. Under step two of this assessment, Moody's is required to determine the fair value of the asset or asset group (reduced by the estimated cost to sell the asset for assets or disposal groups classified as held-for-sale) and recognize an impairment loss if the carrying amount exceeds its fair value.

Stock-Based Compensation

The Company records compensation expense over the requisite service period for all share-based payment award transactions granted to employees based on the fair value of the equity instrument at the time of grant. This includes shares issued under stock option and restricted stock plans.

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Derivative Instruments and Hedging Activities

Based on the Company’s risk management policy, the Company may use derivative financial instruments to reduce exposure to changes in foreign exchange rates and interest rates. The Company does not enter into derivative financial instruments for speculative purposes. All derivative financial instruments are recorded on the consolidated balance sheets at their respective fair values on a gross basis. The changes in the value of derivatives that qualify as fair value hedges are recorded in the same income statement line item in earnings in which the corresponding adjustment to the carrying value of the hedged item is presented. The entire change in the fair value of derivatives that qualify as cash flow hedges is recorded to OCI and such amounts are reclassified from AOCI(L) to the same income statement line in earnings in the same period or periods during which the hedged transaction affects income. The Company assesses effectiveness for net investment hedges using the spot-method. The entire change in the fair value of derivatives that qualify as net investment hedges is initially recorded to OCI. Those changes in fair value attributable to components included in the assessment of hedge effectiveness in a net investment hedge are recorded in the currency translation adjustment component of OCI and remain in AOCI(L) until the period in which the hedged item affects earnings. Those changes in fair value attributable to components excluded from the assessment of hedge effectiveness in a net investment hedge are recorded to OCI and amortized to earnings using a systematic and rational method over the duration of the hedge. Any changes in the fair value of derivatives that the Company does not designate as hedging instruments under ASC Topic 815 are recorded in the consolidated statements of operations in the period in which they occur. Cash flows from derivatives are recognized in the consolidated statements of cash flows in a manner consistent with the recognition of the underlying hedged item.

Revenue Recognition and Costs to Obtain or Fulfill a Contract with a Customer

Revenue recognition:

Revenue is recognized when control of promised goods or services is transferred to the customer, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

When contracts with customers contain multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The transaction price is allocated to each distinct performance obligation on a relative SSP basis. The Company determines the SSP by using the price charged for a deliverable when sold separately or uses management’s best estimate of SSP for goods or services not sold separately using estimation techniques that maximize observable data points, including: internal factors relevant to its pricing practices such as costs and margin objectives; standalone sales prices of similar products; pricing policies; percentage of the fee charged for a primary product or service relative to a related product or service; and geography.

Sales, usage-based, value added and other taxes are excluded from revenues.

MA Revenue

In the MA segment, products and services offered by the Company include hosted research and data subscriptions, installed and hosted software subscriptions, perpetual installed software licenses and related maintenance, or PCS, and professional services. Subscription and PCS contracts are generally invoiced in advance of the contractual coverage period, which is principally one year, but can range from 3-5 years. Professional services are invoiced as those services are provided. Payment terms and conditions vary by contract type, but primarily include a requirement of payment within 30 to 60 days.

Revenue from research, data and other hosted subscriptions is recognized ratably over the related subscription period as MA's performance obligation to provide access to these products is progressively fulfilled over the stated term of the contract. A large portion of these services are invoiced in the months of November, December and January.

Revenue from installed software subscriptions, which includes PCS, is bifurcated into a software license performance obligation and a PCS performance obligation, which follow the patterns of recognition described above, except for those installed subscriptions where the software license and PCS performance obligations were determined to be incapable of being distinct from each other in accordance with ASC 606-10-25-19 and ASC 606-10-25-20. In such instances, revenue is recognized over time. Revenue from the sale of a software license, when considered distinct from the related software implementation services, is generally recognized at the time the product master or first copy is delivered or transferred to the customer. PCS is generally recognized ratably over the contractual period commencing when the software license is fully delivered.

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generally recognized at the time the product master or first copy is delivered or transferred to the customer. PCS is generally recognized ratably over the contractual period commencing when the software license is fully delivered.

For implementation services and other service projects for which fees are fixed, the Company determined progress towards completion is most accurately measured on a percentage-of-completion basis (input method) as this approach utilizes the most directly observable data points and is therefore used to recognize the related revenue. For implementation services where price varies based on time expended, a time-based measure of progress towards completion of the performance obligation is utilized.

Revenue from professional services rendered is generally recognized over time as the services are performed.

Products and services offered within the MA segment are sold either stand-alone or together in various combinations. In instances where an arrangement contains multiple performance obligations, the Company accounts for the individual performance obligations separately if they are considered distinct. Revenue is generally allocated to all performance obligations based upon the relative SSP at contract inception. For certain performance obligations, judgment is required to determine the SSP. Revenue is recognized for each performance obligation based upon the conditions for revenue recognition noted above.

In the MA segment, customers usually pay a fixed fee for the products and services based on signed contracts. However, accounting for variable consideration is applied mainly for: i) estimates for cancellation rights and price concessions and ii) T&M based services.

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The Company estimates the variable consideration associated with cancellation rights and price concessions based on the expected amount to be provided to customers and reduces the amount of revenue to be recognized.

MIS Revenue

In the MIS segment, revenue arrangements with multiple elements are generally comprised of two distinct performance obligations, a rating and the related monitoring service. Revenue attributed to ratings of issued securities is generally recognized when the rating is delivered to the issuer. Revenue attributed to monitoring of issuers or issued securities is recognized ratably over the period in which the monitoring is performed, generally one year. In the case of certain structured finance products, primarily CMBS, issuers can elect to pay all of the annual monitoring fees upfront. These fees are deferred and recognized over the future monitoring periods based on the expected lives of the rated securities.

MIS arrangements generally have standard contractual terms for which the stated payments are due at conclusion of the ratings process for ratings and either upfront or in arrears for monitoring services; and are signed by customers either on a per issue basis or at the beginning of the relationship with the customer. In situations when customer fees for an arrangement may be variable, the Company estimates the variable consideration at inception using the expected value method based on analysis of similar contracts in the same line of business, which is constrained based on the Company’s assessment of the realization of the adjustment amount.

The Company allocates the transaction price within arrangements that include multiple performance obligations based upon the relative SSP of each service. The SSP for both rating and monitoring services is generally based upon observable selling prices where the rating or monitoring service is sold separately to similar customers.

Costs to Obtain or Fulfill a Contract with a Customer:

Costs to obtain a contract with a customer

Costs incurred to obtain customer contracts, such as sales commissions, are deferred and recorded within other current assets and other assets when such costs are determined to be incremental to obtaining a contract, would not have been incurred otherwise and the Company expects to recover those costs. These costs are amortized to expense on a systematic basis consistent with the transfer of the products or services to the customer. Depending on the line of business to which the contract relates, this may be based upon the average economic life of the products sold or average period for which services are provided, inclusive of anticipated contract renewals. Determining the estimated economic life of the products sold requires judgment with respect to anticipated future technological changes. Costs to obtain customer contracts are only incurred in the MA segment.

Cost to fulfill a contract with a customer

Costs incurred to fulfill customer contracts, are deferred and recorded within other current assets and other assets when such costs relate directly to a contract, generate or enhance resources of the Company that will be used in satisfying performance obligations in the future and the Company expects to recover those costs.

The Company capitalizes royalty costs within the MA segment related to third-party information data providers associated with hosted company information and business intelligence products. These costs are amortized to expense consistent with the recognition pattern of the related revenue over time.

In addition, the Company capitalizes work-in-process costs for in-progress MIS ratings, which is recognized consistent with the rendering of the related services to the customers, as ratings are issued.

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Accounts Receivable Allowances

In order to determine an estimate of expected credit losses, receivables are segmented based on similar risk characteristics including historical credit loss patterns to calculate reserve rates. The Company uses an aging method for developing its allowance for credit losses by which receivable balances are stratified based on aging category. A reserve rate is calculated for each aging category which is generally based on historical information, and is adjusted, when necessary, for current conditions (e.g., macroeconomic or industry related) ~~and reasonable and supportable forecasts about the future~~. The Company also considers customer specific information (e.g., bankruptcy or financial difficulty) when estimating its expected credit losses, as well as the economic environment of the customers, both from an industry and geographic perspective, in evaluating the need for allowances. Expected credit losses are reflected as additions to the accounts receivable allowance. Actual uncollectible account write-offs are recorded against the allowance.

Leases

The Company has operating leases, which substantially all relate to the lease of office space. The Company’s leases which are classified as finance leases are not material to the consolidated financial statements.

The Company determines if an arrangement meets the definition of a lease at contract inception. The Company recognizes in its consolidated balance sheets a lease liability and an ROU Asset for all leases with a lease term greater than 12 months. In determining the length of the lease term, the Company utilizes judgment in assessing the likelihood of whether it is reasonably certain that it will exercise an option to extend or early-terminate a lease, if such options are provided in the lease agreement.

ROU Assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU Assets and lease liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. As substantially all of the Company’s leases do not provide an implicit interest rate, the Company uses its estimated secured incremental borrowing rates at the lease commencement date in determining the present value of lease payments. These secured incremental borrowing rates are attributable to the currency in which the lease is denominated.

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commencement date based on the present value of lease payments over the lease term. As substantially all of the Company’s leases do not provide an implicit interest rate, the Company uses its estimated secured incremental borrowing rates at the lease commencement date in determining the present value of lease payments. These secured incremental borrowing rates are attributable to the currency in which the lease is denominated.

At commencement, the Company’s initial measurement of the ROU Asset is calculated as the present value of the remaining lease payments (i.e., lease liability), with additive adjustments reflecting: initial direct costs (e.g., broker commissions) and prepaid lease payments (if any); and reduced by any lease incentives provided by the lessor if: (i) received before lease commencement or (ii) receipt of the lease incentive is contingent upon future events for which the occurrence is both probable and within the Company’s control.

Lease expense for minimum operating lease payments is recognized on a straight-line basis over the lease term. This straight-line lease expense represents a single lease cost which is comprised of both an interest accretion component relating to the lease liability and amortization of the ROU Assets. The Company records this single lease cost in ~~operating and~~ SG&A expenses. However, in situations where an operating lease ROU Asset has been impaired, the subsequent amortization of the ROU Asset is then recorded on a straight-line basis over the remaining lease term and is combined with accretion expense on the lease liability to result in single operating lease cost (which subsequent to impairment will no longer follow a straight-line recognition pattern).

The Company has lease agreements which include lease and non-lease components. For the Company’s office space leases, the lease components (e.g., fixed rent payments) and non-lease components (e.g., fixed common-area maintenance costs) are combined and accounted for as a single lease component.

Variable lease payments (e.g., variable common-area-maintenance costs) are only included in the initial measurement of the lease liability to the extent those payments depend on an index or a rate. Variable lease payments not included in the lease liability are recognized in net income in the period in which the obligation for those payments is incurred.

Contingencies

Moody’s is involved in legal and tax proceedings, governmental, regulatory and legislative investigations and inquiries, claims and litigation that are incidental to the Company’s business, including claims based on ratings assigned by MIS. Moody’s is also subject to ongoing tax audits in the normal course of business. Management periodically assesses the Company’s liabilities and contingencies in connection with these matters based upon the latest information available. Moody’s discloses material pending legal proceedings pursuant to SEC rules and other pending matters as it may determine to be appropriate.

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cannot predict what the eventual outcome of the pending matters will be or the timing of any resolution of such matters. The Company also may be unable to predict the impact (if any) that any such matters may have on how its business is conducted, on its competitive position or on its financial position, results of operations or cash flows. As the process to resolve any pending matters progresses, management will continue to review the latest information available and assess its ability to predict the outcome of such matters and the effects, if any, on its operations and financial condition and to accrue for and disclose such matters as and when required. However, because such matters are inherently unpredictable and unfavorable developments or resolutions can occur, the ultimate outcome of such matters, including the amount of any loss, may differ from those estimates.

Operating Expenses

Operating expenses include costs associated with the development and production of the Company’s products and services and their delivery to customers. These expenses principally include employee compensation and benefits and travel costs that are incurred in connection with these activities. Operating expenses are charged to income as incurred.

Selling, General and Administrative Expenses

SG&A expenses include such items as compensation and benefits for corporate officers and staff and compensation and other expenses related to sales. They also include items such as office rent, business insurance and professional fees. SG&A expenses are charged to income as incurred.

Foreign Currency Translation

For all operations outside the U.S. where the Company has designated the local currency as the functional currency, assets and liabilities are translated into U.S. dollars using end of year exchange rates, and revenue and expenses are translated using average exchange rates for the year. For these foreign operations, currency translation adjustments are recorded to other comprehensive income.

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average exchange rates for the year. For these foreign operations, currency translation adjustments are recorded to other comprehensive income.

Comprehensive Income

Comprehensive income represents the change in net assets of a business enterprise during a period due to transactions and other events and circumstances from non-owner sources including: foreign currency translation impacts; net actuarial gains and losses and net prior service costs related to pension and other retirement plans; and gains and losses on derivative instruments designated as net investment hedges or cash flow hedges. Comprehensive income items, including cumulative translation adjustments of entities that are less-than-wholly-owned subsidiaries, will be reclassified to noncontrolling interests and thereby, adjusting AOCI(L) proportionately in accordance with the percentage of ownership interest of the non-controlling shareholder. Additionally, the Company reclassifies the income tax effects from AOCI(L) at such time as the earnings or loss of the related activity are recognized in earnings.

Income Taxes

The Company accounts for income taxes under the asset and liability method in accordance with ASC Topic 740. 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 classifies interest related to unrecognized tax benefits as a component of interest expense in its consolidated statements of operations. Penalties are recognized in other non-operating expenses. For UTPs, the Company first determines whether it is more-likely-than-not (defined as a likelihood of more than fifty percent) that a tax position will be sustained based on its technical merits as of the reporting date, assuming that taxing authorities will examine the position and have full knowledge of all relevant information. 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.

The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested.

Fair Value of Financial Instruments

The Company’s financial instruments include cash, cash equivalents, trade receivables and payables, and certain short-term investments consisting primarily of certificates of deposit and money market deposits, all of which are short-term in nature and, accordingly, approximate fair value.

The Company also invests in mutual funds, which are accounted for as equity securities with readily determinable fair values under ASC Topic 321. The Company measures these investments at fair value with both realized gains and losses and unrealized holding gains and losses for these investments included in net income.

Also, the Company uses derivative instruments to manage certain financial exposures that occur in the normal course of business. These derivative instruments are carried at fair value in the Company’s consolidated balance sheets.

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Fair value is defined by the ASC Topic 820 as the price that would be received from selling an asset or paid to transfer a liability (i.e., an exit price) in an orderly transaction between market participants at the measurement date. The determination of this fair value is based on the principal or most advantageous market in which the Company could commence transactions and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of nonperformance. Also, determination of fair value assumes that market participants will consider the highest and best use of the asset.

The ASC establishes a fair value hierarchy whereby the inputs contained in valuation techniques used to measure fair value are categorized into three broad levels as follows:

Level 1: quoted market prices in active markets that the reporting entity has the ability to access at the date of the fair value measurement;

Level 2: inputs other than quoted market prices described in Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value measurement of the assets or liabilities.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk principally consist of cash and cash equivalents, short-term investments, trade receivables and derivatives.

For cash and cash equivalents, short-term investments and derivatives, the Company manages its credit exposure by limiting the amount of counterparty risk with any particular financial institution; limits are assigned to each counterparty based on perceived quality of credit and are monitored daily. Cash equivalents are held among various money market deposit accounts, money market funds, and certificates of deposits as of December 31, ~~2024~~2025 and ~~2023~~2024. Short-term investments primarily consist of certificates of deposit as of December 31, 2025 and 2024. Derivatives primarily consist of foreign exchange forwards or swap contracts (interest rate swaps and cross-currency swaps) as of December 31, 2025 and 2024. For trade receivables, no customer accounted for 10% or more of accounts receivable at December 31, 2025 or 2024.

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deposit as of December 31, 2024 and 2023. Derivatives primarily consist of foreign exchange forwards or swap contracts (interest rate swaps and cross-currency swaps) as of December 31, 2024 and 2023. For trade receivables, no customer accounted for 10% or more of accounts receivable at December 31, 2024 or 2023.

Earnings per Share of Common Stock

Basic shares outstanding is calculated based on the weighted average number of shares of common stock outstanding during the reporting period. Diluted shares outstanding is calculated giving effect to all potentially dilutive common shares, assuming that such shares were outstanding and dilutive during the reporting period.

Pension and Other Retirement Benefits

Moody’s maintains various noncontributory DBPPs as well as other contributory and noncontributory retirement plans. The expense and assets/liabilities that the Company reports for its pension and other retirement benefits are dependent on many assumptions concerning the outcome of future events and circumstances. These assumptions represent the Company’s best estimates and may vary by plan. The differences between the assumptions for the expected long-term rate of return on plan assets and actual experience is spread over a five-year period to the market-related value of plan assets, which is used in determining the expected return on assets component of annual pension expense. All other actuarial gains and losses are generally deferred and amortized over the estimated average future working life of active plan participants.

The Company recognizes as an asset or liability in its consolidated balance sheet the funded status of its defined benefit retirement plans, measured on a plan-by-plan basis. Changes in the funded status due to actuarial gains/losses are recorded as part of other comprehensive income during the period the changes occur.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the period. Actual results could differ from those estimates.

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Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU No. 2023-09"), which is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU No. 2023-09 require entities to disclose additional income tax information, primarily related to greater disaggregation of the entity's ETR reconciliation and income taxes paid by jurisdiction disclosures. This ASU is effective for annual periods beginning after December 15, 2024, and should be applied on a prospective basis; however, retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses" ("ASU No. 2024-03"). The amendments in this ASU require more detailed disclosures about specific expense categories in the notes to financial statements (including employee compensation, depreciation and intangible asset amortization) and apply to both interim and annual reporting periods. ASU No. 2024-03 also requires disclosure of total selling expenses for both interim and annual reporting periods, with an additional requirement to provide an entity’s definition of selling expenses in annual reporting. This ASU is effective in fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments in this ASU should be applied either (1) prospectively for annual and interim reporting periods beginning after the aforementioned effective dates or (2) retrospectively to any or all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

~~80 MOODY'S~~In ~~2024~~September 102025, the FASB issued ASU 2025-K06 "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" ("ASU No. 2025-06"). This ASU eliminates prescriptive software development stages and requires capitalization of software costs when (1) management commits to funding the project, and (2) completion and intended use are probable, with consideration to when significant uncertainty associated with the development activities of the software no longer exists. This ASU also clarifies the disclosure requirements for internal-use software costs and supersedes prior guidance on website development costs. This ASU is effective for annual reporting periods beginning after December 15, 2027, with early adoption permitted. Entities may transition using prospective, modified prospective, or retrospective approaches. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

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NOTE 3 REVENUES

Revenue by Category

The following table presents the Company’s revenues disaggregated by LOB:

Year Ended December 31,

2024

2023

2022

2025

2024

2023

MA:

Decision Solutions (DS)

Banking

~~551~~569

~~521~~551

~~481~~521

Insurance

~~598~~685

~~550~~598

~~504~~550

KYC

~~367~~438

~~312~~367

~~260~~312

Total DS

1,~~516~~692

1,~~383~~516

1,~~245~~383

Research and Insights (R&I)

~~926~~995

~~884~~926

~~812~~884

Data and Information (D&I)

~~853~~912

~~789~~853

~~712~~789

Total external revenue

3,~~295~~599

3,~~056~~295

23,~~769~~056

Intersegment revenue

1312

813

Total MA

3,~~308~~611

3,~~069~~308

23,~~777~~069

MIS:

Corporate finance (CFG)

Investment-grade

~~488~~573

~~335~~488

~~294~~335

High-yield

~~285~~324

~~150~~285

~~108~~150

Bank loans

~~527~~503

~~292~~527

~~275~~292

Other accounts (1)

~~650~~732

~~627~~650

~~592~~627

Total CFG

12,~~950~~132

1,~~404~~950

1,~~269~~404

Structured finance (SFG)

Asset-backed securities

~~130~~142

~~121~~130

~~116~~121

RMBS

98111

9298

~~106~~92

CMBS

9499

6094

9860

Structured credit

~~193~~202

~~129~~193

~~140~~129

Other accounts (SFG)

Total SFG

~~518~~558

~~405~~518

~~462~~405

Financial institutions (FIG)

Banking

~~450~~500

~~378~~450

~~337~~378

Insurance

~~214~~186

~~123~~214

~~113~~123

Managed investments

4959

3249

2832

Other accounts (FIG)

1214

1312

Total FIG

~~727~~759

~~545~~727

~~491~~545

Public, project and infrastructure finance (PPIF)

Public finance / sovereign

~~240~~275

~~205~~240

~~197~~205

Project and infrastructure

~~324~~360

~~271~~324

~~234~~271

Total PPIF

~~564~~635

~~476~~564

~~431~~476

Total ratings revenue

34,~~759~~084

23,~~830~~759

2,~~653~~830

MIS Other

3435

3034

4630

Total external revenue

34,~~793~~119

23,~~860~~793

2,~~699~~86

Filing Compare · MOODYS CORP /DE/