MCO 10-K & 10-Q changes, risk factors and insider trading
Moodys Corp. · NYSE · Services-Consumer Credit Reporting, Collection Agencies · CIK 1059556 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Largest changes
“The EU AI Act has introduced a risk-based framework for regulating AI systems which applies different obligations to various participants in the AI supply chain. Compliance with the regulation, in its current form, could increase the Company’s costs and expose it to the risk of penalties or fines for noncompliance; however, the ultimate impact of the EU AI Act on the Company remains uncertain, as the European Commission has proposed measures intended to reduce the regulatory burden on businesses. In addition, numerous other foreign jurisdictions and U.S. …”see in full comparison
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. Moody's may face additional government investigations and inquiries related to the private credit 22 MOODY'S 2025 10-K 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 financialsee in full comparisoncrimecrime, 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, datasubjectssubjects, 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, asAdditionally Moody’sdevelopsdevelopmentitsof 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 orincreasesdevelopeditsbyusetheofCompany, and the data used to train or power them may be incomplete or inadequate, our GenAI,AItheorCompanyagentic AI products or platforms mayfaceresult in adverse impacts to our business operations or reputation and increased regulatory scrutiny and exposure toincreasedlitigation. 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.
“The EU AI Act has introduced a risk-based framework for regulating AI systems which applies different obligations to various actors in the AI supply chain. These rules apply to, among others, product manufacturers incorporating AI systems into regulated products sold into the EU as well as to providers whose AI systems or their outputs are made available in the EU. This Act will increase costs to MA including cost of establishing processes and procedures around applicability and implementation of the Act’s requirements for MA products and services. …”see in full comparison
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.see in full comparisonGen 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 or32 MOODY'S 2024 10-Kconfidential 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.
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 ofsee in full comparisonlitigation.litigation or investigations and penalties from data protection or other regulators.
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 impactsee in full comparisonin this regardinclude 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 ofratings,ratingsregulatorsand 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 ofclimate-climate and other sustainability-related risks in the Company's ratingprocess,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 insoftwaresoftware, data ordata,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.
Full comparison: every changed paragraph (60)
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 conflictconflicts 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.
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, speculationSpeculation concerning the impact of legislativelegislative, regulatory and regulatorygovernment 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.
MOODY'S 2024 10-K 23
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 analyzeanalyzes 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 actionaction, which could result in financial penalties or, in serious cases, affect its ability to conduct credit rating activities in certain jurisdictions. For example:
20 MOODY'S 2025 10-K –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.
–restrict the collection, use, accuracy, correction and sharing of information by CRAs; or –regulate pricing (for exampleexample, 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 24 MOODY'S 2024 10-K 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 increaseincreases 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.
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.
MOODY'S 2025 10-K 21
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. ChangesThe 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.”
–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, inDORA December 2022, the EU adopted DORA, which will apply from early 2025 and will requirerequires EU financial institutions to have a comprehensive governance and control framework of the management of information and communications technologyICT 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.
The EU AI Act has introduced a risk-based framework for regulating AI systems which applies different obligations to various participants in the AI supply chain. Compliance with the regulation, in its current form, could increase the Company’s costs and expose it to the risk of penalties or fines for noncompliance; however, the ultimate impact of the EU AI Act on the Company remains uncertain, as the European Commission has proposed measures intended to reduce the regulatory burden on businesses. In addition, numerous other foreign jurisdictions and U.S. states have proposed or enacted legislation relating to the development and use of GenAI.
The EU AI Act has introduced a risk-based framework for regulating AI systems which applies different obligations to various actors in the AI supply chain. These rules apply to, among others, product manufacturers incorporating AI systems into regulated products sold into the EU as well as to providers whose AI systems or their outputs are made available in the EU. This Act will increase costs to MA including cost of establishing processes and procedures around applicability and implementation of the Act’s requirements for MA products and services. MA also faces a risk of cost of penalties or fines due to noncompliance.
MOODY'S 2024 10-K 25
The Company Faces Exposure to Litigation and Government Regulatory Proceedings, Investigations and Inquiries (Including Competition Market Studies) Related to Rating OpinionsOpinions, 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. Moody's may face additional government investigations and inquiries related to the private credit 22 MOODY'S 2025 10-K 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 crimecrime, 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 subjectssubjects, 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, asAdditionally Moody’s developsdevelopment itsof 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 increasesdeveloped itsby usethe ofCompany, and the data used to train or power them may be incomplete or inadequate, our Gen AI,AI theor Companyagentic AI products or platforms may faceresult in adverse impacts to our business operations or reputation and increased regulatory 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 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.
Moody’s Faces Risks Related to Protecting Its Intellectual Property Rights.
26 MOODY'S 2024 10-K
We also incorporate third-party 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 MOODY'S 2025 10-K 23 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.
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 the global minimum tax rate initiativesinitiative 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.
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.
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 uncertaintyuncertainty, including 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,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 conflictconflicts in the Middle East, including the effect of these events and conditions on customers, customer retention and demands for our products and services;
–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 MOODY'S 2024 10-K 27 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;
24 MOODY'S 2025 10-K –differing and potentially conflicting legal or civil liability, compliance and regulatory standards;
–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,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;
–restrictive actions of governmental authorities in the jurisdictions in which we operate which may affect trade, cross-border data transfer, and foreign investment, especially during periods of heightened tension between governmental authorities in such jurisdictions, including protective measures such as export restrictions and customs duties and tariffs, government intervention favoring local competitors, data localization efforts, and restrictions on the level of foreign ownership;
–the possibility of nationalization, expropriation, price controls and other restrictive governmental actions;
–reduced protection for intellectual property rights;
–difficulties and delays in translating documentation into foreign languages; and –potentially adverse tax consequences.
–potentially adverse tax consequences; and –complexities of compliance with employment laws, various proposed and enacted data privacy laws, and cybersecurity rules in numerous jurisdictions.
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 ofor 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.
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 (iiiiv) locations that may be affected by the Russia-Ukraine military conflict and the military conflictconflicts 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, 28 MOODY'S 2024 10-K 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."
MOODY'S 2025 10-K 25
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 theevolving changegovernment policies in the U.S. Presidentialand administrationabroad, 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.
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 anddevelop, 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,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, or may position, price or market their products in manners that differ from those utilized by Moody’s. The increased presence of Gen AI in the market could also lead to increased expectations from customers and market participants that higher quality information will be delivered on advanced timelines. Moody’s also MOODY'S 2024 10-K 29 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 26 MOODY'S 2025 10-K 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.
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 weak economic growth has intensified competitiveCompetitive pricing pressures,pressures have intensified, which may result in customers’ use of free or lower-cost information that is increasingly becoming available from alternative sources or their development of alternative, proprietary systems for assessing credit risk that replace the products currently purchased from Moody’s. 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.
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,ratings regulatorsand 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-climate and other sustainability-related risks in the Company's rating process,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 softwaresoftware, 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 reputationReputation or businessBusiness couldCould beBe negativelyNegatively impactedImpacted by ESGSustainability mattersMatters and ourOur reportingReporting of suchSuch mattersMatters
Over the past several years, both in the United States and internationally, regulators, certain investors and other stakeholders have focused on various environmental,sustainability socialmatters, policy,including environmental impact, human rights,capital, and otherhuman sustainability matters.rights. We communicate certain sustainability initiatives,our goals and commitmentsinitiatives (including with respectrelated to environmental matters, socialthese matters and other matters), in ourvia various public disclosures,disclosures Task Force on Climate-related Financial Disclosures Report,available on our website, in our filings with the SECSEC, and elsewhere. TheseFailure to achieve these goals or commitmentscomplete could be challenging to achieve and costly to implement, andinitiatives 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 30disclosures. Our pursuit of, or MOODY'S 20242025 10-K disclosures. Our27 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 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 qualityhigh-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 banks, investorsCompetitors and competitorsother 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.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 Acquisitions, Dispositions and Other Strategic TransactionsTransactions, 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 transactionstransactions, 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.
At December 31, 2024,2025, Moody’s had $5,994$6,368 million of goodwill and $1,890$1,866 million of intangible assets on its balance sheet. Approximately 94% of the goodwill and intangible assets reside in the MA business and are allocated to the twoMA 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 28 MOODY'S 2025 10-K 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.
MOODY'S 2024 10-K 31
Our business could be negatively impacted by physical and transitional climate change.risks.
As a global company, our employees and offices are subject to risks related to the impact ofphysical climate change.risks. 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 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.
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.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, manipulationmanipulation, 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 detectdetect, prevent and preventrespond to unauthorized activity, but such precautions may not be successful.
MOODY'S 2025 10-K 29
The Company has invested and continues to invest in risk management and information security measures in order to protect its systems and data, including employee training, disaster and incident response 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 third-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.
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. 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 32 MOODY'S 2024 10-K 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.
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.
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 30 MOODY'S 2025 10-K 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.
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.
Management's Discussion & Analysis (MD&A)
New heading “partially offset by:”
New heading “Organic Constant Currency Revenue Growth:”
Largest changes
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 tosee in full comparisonperiodperiod.andTheacrossimpactcompanies.ofRestructuringrestructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating coststructure,structureandare 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 excludedasdue to their infrequent nature and because they do not reflect the Company's ongoing operations. The frequency and magnitude oftheseall of the aforementioned items may vary widely across periods and companies.
“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.”see in full comparison
“–the uncertain effects of U.S. and foreign government actions affecting international trade and economic policy, including changes and volatility in tariffs and trade policies and retaliatory actions, on credit markets, customers, and customer retention, and demand for our products and services;”see in full comparison
“–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;”see in full comparison
Full comparison: every changed paragraph (136)
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 expertiseknowledge 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.
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).
At July 31, 2024, theThe Company last performed quantitative assessments foron each of the fourall reporting units inat accordanceJuly with31, the2024. aforementioned policy. TheseThe quantitative assessments performed at July 31, 2024 resulted in fair values that significantly exceeded carrying valuevalues for all reporting units.
Prior to 2025, MA's reporting unit structure consisted of two reporting units comprised 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 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 36 MOODY'S 2025 10-K 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.
38 MOODY'S 2024 10-K
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, 2024.2024 (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.
Impairment of Long-lived assets
Long-lived assets, which consist primarily of amortizable intangible assets, operatinginternal-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.
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 MOODY'S 2025 10-K 37 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.
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- MOODY'S 2024 10-K 39 than-notmore-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.
38 MOODY'S 2025 10-K
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 40 MOODY'S 2024 10-K 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, 2024,2025, the Company has an unrecognized loss of $68$27 million, of which $19$20 million will be recognized in the market-related value of assets that is used to calculate the expected return on assets component of 20252026 expense.
42 MOODY'S 2025 10-K
44 MOODY'S 2024 10-K
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 SaaScloud-based solutions.solutions as well as the amortization of recently acquired intangible assets.
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.
Increases in both Operating margin and Adjusted Operating Margin(1) areexpansion duereflects tothe strong9% revenueincrease growth,in particularly within MIS,revenue, partially offset by angrowth increaseof 3% in operating and SG&A expenses.
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.
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.
(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)
Reflects the gain on divestiture of the MA Learning Solutions business.
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.
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
The 8%9% increase in global MA revenue reflects growth both in the U.S. (5%11%) and internationally (10%8%) across all LOBs..
–Organic constant currency revenue(1) growth was 7%.
–Recurring revenue growth and organic constant currency recurring revenue(1) growth was 11% and 8%, respectively.
–ARR(2) increased 8%.
–ARR(2)These increasedincreases 9%are reflectingreflective strongof growth across all LOBs.LOBs, as discussed in further detail below.
46 MOODY'S 20242025 10-K 47
Global DS revenue for the for the years ended December 31, 20242025 and 20232024 was comprised as follows:
Global DS revenue increased 12% driven by growth in both the U.S. (18%) and internationally (8%). DS recurring revenue grew 15%. 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%.
Global DS revenue grew 10% and reflects increases in both the U.S. (4%) and internationally (14%).
The most notable drivers of the growth reflectin Decision Solutions are as follows:
–Insurance revenue grew 15% –recurring revenue growth of 16% in Insurance was attributable to:
–continued demand resulting in new sales for subscription-based revenue for catastrophe modeling tools; and –revenue from Praedicat and CAPE Analytics, which the Company acquired in the third quarter of 2024 and first quarter of 2025, respectively –Organic constant currency revenue(1) and organic constant currency recurring revenue(1) growth was 8% and 9%, respectively –ARR(2) grew 7%, reflecting the aforementioned continued demand for subscription-based catastrophe modeling tools –KYC revenue grew 19% –recurring revenue growth of 21% in KYC reflects strong demand and customer retention for KYC and compliance solutions, driven by increased customer and supplier risk data usage –Organic constant currency revenue(1) and organic constant currency recurring revenue(1) growth for KYC was 17% and 18%, respectively –ARR(2) grew 15%, reflecting the aforementioned strong demand for KYC solutions, however trailed organic constant currency recurring revenue(1) growth mainly due to certain isolated customer attrition events in 2025 MOODY'S 2025 10-K 47 –Banking revenue grew 3% –recurring revenue growth of 9% within Banking reflected:
–strong demand for KYC and compliance solutions reflecting increased customer and supplier risk data usage, coupled with sales growth from new customers, drove both revenue and ARR(2) growth of 18% and 17%, respectively;
–Insurance revenue and ARR(2) grew 9% and 12%, respectively.
–recurring revenue growth of 12% in Insurance was attributable to improved customer retention and strong demand resulting in new sales for subscription-based catastrophe modeling tools.
–Banking revenue and ARR(2) grew 6% and 9%, respectively.
–recurring revenue growth of 11% within Banking was supported by strong customer retention coupled with expansion of existing customer relationships tointo 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;
–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.
–the aforementioned recurring revenue growth for Insurance and Banking was partially offset by a decline in transaction revenue of 39% and 10%, respectively, reflecting MA's continued strategic shift to subscription-based solutions.
The aforementioned factors contributed to overall ARR(2) growth for DS of 12%.
48 MOODY'S 2024 10-K
Global R&I revenue increased 5%7% compared to 20232024 and reflects growth in both the U.S. (5%6%) and internationally (5%9%). 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%.
Global D&I revenue increased 8% compared to 2023 and reflects growth in both the U.S. (9%) and internationally (8%), mainly driven by continued strong demand for company ratings feeds and data applications, which contributed to ARR(2) growth of 8% for D&I.
48 MOODY'S 20242025 10-K 49
Global D&I revenue increased 7% compared to 2024 and reflects growth in both the U.S. (7%) and internationally (7%). Organic constant currency revenue(1) growth for D&I was 5%.
This growth was mainly driven by continued strong demand for ratings data feeds and company data applications, which contributed to ARR(2) growth of 7% for D&I.
Adjusted 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.
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.
The increase in depreciation and amortization expense primarily reflects higher amortization of internally developed software relating to the development of SaaS-basedcloud-based solutions.solutions as well as the amortization of recently acquired intangible assets.
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.
50 MOODY'S 20242025 10-K 49
50 MOODY'S 20242025 10-K 51
The increase in global MIS revenue reflects strong growth across all ratings LOBs.
What changed in the latest 10-Q
Risk Factors
There have been no material changes from the significant risk factors and uncertainties previously disclosed under the heading "Risk Factors" in the Company's annual report on Form 10-K for the year ended December 31, 2025, that if they were to occur, could materially adversely affect the Company’s business, financial condition, operating results and/or cash flow. For a discussion of the Company’s risk factors, refer to Item 1A. “Risk Factors” contained in the Company’s annual report on Form 10-K for the year ended December 31, 2025.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Six months ended June 30, 2026 compared with six months ended June 30, 2025”
New heading “Executive Summary”
New heading “Moody’s Corporation”
New heading “Segment Results”
New heading “Moody’s Analytics”
New heading “MOODY'S ANALYTICS REVENUE”
New heading “DECISION SOLUTIONS REVENUE”
New heading “partially offset by:”
New heading “RESEARCH AND INSIGHTS REVENUE”
New heading “DATA AND INFORMATION REVENUE”
New heading “Moody’s Investors Service”
New heading “MOODY'S INVESTORS SERVICE REVENUE”
New heading “______________________________________________________________________________________________________”
New heading “partially offset by:”
New heading “partially offset by:”
Largest changes
“______________________________________________________________________________________________________”see in full comparison
“Six months ended June 30, 2026 compared with six months ended June 30, 2025”see in full comparison
Full comparison: every changed paragraph (149)
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 GAAP. 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 estimates, including those related to revenue recognition, contingencies, goodwill and other acquired intangible assets, impairment of long-lived assets, pension and other retirement benefits, investments in non-consolidated affiliates, income taxes, and income taxes.contingencies. Actual results may differ from these estimates under different assumptions or conditions. Item 7, MD&A, in the Company’s annual report on Form 10-K for the year ended December 31, 2025, includes descriptions of some of the judgments that Moody’s makes in applying its accounting estimates in these areas. Since the date of the annual report on Form 10-K, there have been no material changes to the Company’s critical accounting estimates disclosures.
The Company is organized into two reportable segments as of MarchJune 31,30, 2026: MA and MIS, which are more fully described in the section entitled “The Company” above and in Note 16 to the consolidated financial statements.
Three months ended MarchJune 31,30, 2026 compared with three months ended MarchJune 31,30, 2025
The following table provides an executive summary of key operating results for the quarter ended MarchJune 31,30, 2026. 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.
(3) Headcount decrease year over year is primarily due to business divestitures.
(4) Headcount increase year over year is primarily due to business acquisitions.
The 8%15% increase in global revenue reflects growth of 8%25% in both MAMIS and MIS.4% in MA. On an organic constant currency basis, revenue(1) grew 6%.16%. Refer to the section entitled “Segment Results” of this MD&A for a more comprehensive discussion of the Company’s segment revenue.
Modest operating margin expansion is due to revenue growth coupled with disciplined cost management, mostly offset by the impact of a reserve recorded in the first quarter of 2026 relating to an international non-income tax obligation.
Operating margin and Adjusted Operating Margin(1) expansion reflects revenuethe 15% increase in revenue, partially offset by growth coupledof with5% disciplinedin costoperating management.and SG&A expenses.
Primarily reflects the gain on divestiture of the MA Regulatory Solutions business.
The ETR was in line with the prior year.
The increase in Diluted EPS reflects growth in operating income coupled with the gain on the divestiture of the MA Regulatory Solutions business.
The ETR was higher than the prior year primarily reflecting a decrease in Excess Tax Benefits related to stock-based compensation.
BothThe dilutedincrease EPS andin Adjusted Diluted EPS(1) growth primarily reflects the increasegrowth in operating income/Adjusted Operating Income.Income(1).
The table below provides a summary of revenue and operating results, followed by further insight and commentary:
Global DS revenue for the three months ended MarchJune 31,30, 2026 and 2025 was comprised as follows:
Global DS revenue increased 7%2% compared to the firstsecond quarter of 2025 and reflects increases in the U.S. (5%10%), andpartially offset by a decline internationally (8%2%). DS recurring revenue grew 13%.9%. Organic constant currency revenue(1) and organic constant currency recurring revenue(1) growth for DS was 7%12% and 10%,14%, respectively, and ARR grew 10%.
–Insurance revenue grew 11%9% –recurring revenue growth of 13% in Insurance11% was primarily attributable to continued demand for subscription-based revenue for catastrophe modeling tools –Organic constant currency revenue(1) growth and organic constant currency recurring revenue(1) growth for Insurance was 9% and 10%, respectively –ARR(2) grew 7%9% reflecting the continued demand for subscription-based catastrophe models –KYC revenue grew 17%13% –recurring revenue growth of 17%12% reflects strongcontinued demand and strong customer retention for KYC solutions, primarily driven byincluding expanded compliance data use cases, coupled with a favorable impact from foreign currency translation –Both constantConstant currency revenue(1) growth and constant currency recurring revenue(1) growth in KYC were 11% and 10%, respectively –ARR(2) grew 13%, reflecting the aforementioned strong demand for KYC solutions –Banking revenue declined 6%,14%, primarily reflecting the impact of both the MA Learning Solutions divestiture in the fourth quarter of 2025 and the divestiture of MA Regulatory Solutions in the second quarter of 2026. Organic constant currency revenue(1) growth for Banking was 17% –recurring revenue growth ofwas 10%3% within BankingBanking, reflected:which was suppressed by the divestiture of the MA Regulatory Solutions business.
–Organic constant currency recurring revenue(1) grew 22%, reflecting:
–the expansion of existing customer relationships to cloud-based subscription banking offerings that enable customers' lending, risk management and finance workflows; and –an increase resulting from the timing of revenue recognition for installed software subscriptions.
–Transaction revenue declined 88% reflecting the impact of the divestiture of the MA Learning Solutions business and MA's continued strategic shift to cloud-based subscription-based solutions.
–ARR(2) grew 10% reflecting the aforementioned expansion of existing customer relationships to cloud-based subscription banking offerings. The lower rate of ARR growth relative to organic constant currency recurring revenue growth primarily reflects higher revenues resulting from the timing of revenue recognition for installed software subscriptions.
–expansion of existing customer relationships to cloud hosted subscription-based banking offerings, which enable customers' lending, risk management and finance workflows –a decline in revenue from installed software subscriptions –Transaction revenue declined 77% reflecting the impact of the divestiture of the MA Learning Solutions business and MA's continued strategic shift to cloud hosted subscription-based solutions –Organic constant currency revenue(1) growth and organic constant currency recurring revenue(1) growth for Banking was 3% and 9%, respectively –ARR(2) grew 10% reflecting the aforementioned expansion of existing customer relationships to subscription-based banking offerings
Global R&I revenue increased 8%3% compared to the firstsecond quarter of 2025 and reflects growth in both the U.S. (8%1%) and internationally (8%5%). Constant currency revenue(1) growth for R&I was 2%. Recurring revenue increased 3%.
The revenue increase was attributable to continued strong retention and demand for credit research product offerings, which contributed to R&I ARR(2) growth of 7%.offerings.
ARR(2) increased 6%.
Global D&I revenue increased 10%9% compared to the firstsecond quarter of 2025 and reflects growth in both the U.S. (8%13%) and internationally (11%7%). Constant currency revenue(1) growth for D&I was 5%.8%.
This growth was mainlyprimarily driven by continued strong demand for ratings data feeds and company data applications, coupledwhich withalso acontributed favorableto impactan from8% foreignincrease currencyin translation.ARR(2).
ARR(2) grew 6% reflecting the aforementioned continued strong demand for ratings data feeds and company data applications.
Adjusted Operating Margin expansion primarily reflects the aforementioned 8%4% increase in global MA revenue, supported by operational efficiency/disciplined cost management and cost savings from the Strategic and Operational Efficiency Restructuring Program.management.
The table below provides a summary of revenue and operating results, followed by further insight and commentary:
The following chart presents changes in rated issuance volumes compared to the firstsecond quarter of 2025. 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.
The 8%25% increase in global MIS revenue reflects growth in the U.SU.S. (32%) and internationally (13%), partially offset by a decline internationally (1%).
The increase is reflective of growth across all ratings LOBs, excluding SFG, as discussed in further detail below.
Global CFG revenue for the three months ended MarchJune 31,30, 2026 and 2025 was comprised as follows:
The increase in CFG revenue of 12%27% reflects growth in the U.S. (21%38%), partially offset by a declineand internationally (7%10%).
–ConstantOrganic constant currency revenue(1) growth for CFG was 10%.26%.
–an increase in leveraged finance issuance activity, primarily in the U.S., reflecting strong investor demand and tight credit spreads throughout most of the quarter coupled with loan activity to finance M&A; and –higher investment-grade revenue reflecting robust first quarterstrong issuance supported by several jumbo transactions, including AI‑related financing from hyperscalers in the technology sector, and continued strong investor demand for high‑quality credits;demand.
–an increase in speculative-grade bond issuance activity, primarily in the U.S., reflecting strong investor demand supported by elevated yields and continued tight credit spreads for a majority of the first quarter;
–a decrease in bank loan revenue due to lower issuance activity when compared to a strong prior year comparative.
Global SFG revenue for the three months ended MarchJune 31,30, 2026 and 2025 was comprised as follows:
The decreaseincrease in SFG revenue of 1%12% reflects a decreasegrowth in the U.S. (6%14%), partially offset by growthand internationally (13%7%).
–ConstantOrganic constant currency revenue(1) declinegrowth for SFG was 3%.10%.
Transaction revenue decreasedincreased $4$14 million compared to the firstsecond quarter of 2025, mainly attributable to: higher asset-backed securities and RMBS activity, supported by strong investor demand and favorable spread conditions.
–a decline in CMBS activity coupled with lower CLO refinancing activity;
–strong ABS issuance, supported by constructive spread conditions and strong investor demand.
Global FIG revenue for the three months ended MarchJune 31,30, 2026 and 2025 was comprised as follows:
The increase in FIG revenue of 2%16% reflects growth in the U.S. (7%20%) partially offset by a declineand internationally (4%12%). Constant currency revenue(1) decline for FIG was 1%.
–Recurring revenue increased by $7 million, primarily reflecting the impact of annual price increases and higher monitored credits;
–a decrease in Transaction Revenuerevenue ofincreased $4$27 million compared to the firstsecond quarter of 2025, primarily reflecting lowerincreased volumes from infrequent issuers, particularlyissuers in the insurancebanking sector.sector supported by favorable spreads and strong investor demand.
Global PPIF revenue for the three months ended MarchJune 31,30, 2026 and 2025 was comprised as follows:
Transaction revenue increased $8$59 million compared to the firstsecond quarter of 2025, reflecting strong investment-grade issuance in U.S. project and infrastructure finance drivenrelated byto ongoingdata infrastructure funding needscenters and AIbroader andbuild-out dataof center‑relatedtechnology issuance.infrastructure.
Recurring revenue increased $5 million, driven by the impact of annual price increases and higher monitored credits.
MIS Adjusted Operating Margin expansion primarily reflects the aforementioned 8%25% increase in revenue,revenue coupled withand operating leverage ofin the business and disciplined cost management.business.
Six months ended June 30, 2026 compared with six months ended June 30, 2025
Executive Summary
The following table provides an executive summary of key operating results for the six months ended June 30, 2026. 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.
Moody’s Corporation
GLOBAL REVENUE
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 comprehensive discussion of the Company’s segment revenue.
MCO insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 9 filings (2 insiders, 6 trade dates, 8,731 shares, about $4.1M; 9 of these filings say the sales were made under a Rule 10b5-1 trading plan). Net open-market shares: -8,731 (purchases minus sales); net value about -$4.1M.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-10-01 | Phillips Jason D |
Shares withheld for tax | 21 | $450.80 | $9.6K |
| 2026-10-01 | Fauber Robert |
Open-market sale |
300 | $455.00 | $136.5K |
| 2026-10-01 | Fauber Robert |
Option exercise |
51 | $113.34 | $5.8K |
| 2026-10-01 | Fauber Robert |
Option exercise |
572 | $167.50 | $95.8K |
| 2026-10-01 | Fauber Robert |
Open-market sale |
623 | $455.00 | $283.5K |
| 2026-09-04 | Van Saun Bruce |
Grant/award | 7 | — | — |
| 2026-09-04 | Van Saun Bruce |
Grant/award | 13 | — | — |
| 2026-09-04 | Forlenza Vincent A |
Grant/award | 15 | — | — |
| 2026-09-04 | Minaya Jose |
Grant/award | 6 | — | — |
| 2026-09-04 | Esperdy Therese |
Grant/award | 11 | — | — |
| 2026-09-04 | Sawicki Lisa P |
Grant/award | 1 | — | — |
| 2026-09-04 | Seidman Leslie |
Grant/award | 14 | — | — |
| 2026-09-04 | Seidman Leslie |
Grant/award | 2 | — | — |
| 2026-09-04 | Bermudez Jorge A. |
Grant/award | 1 | — | — |
| 2026-09-04 | Bermudez Jorge A. |
Grant/award | 16 | — | — |
| 2026-09-01 | Fauber Robert |
Option exercise |
575 | $167.50 | $96.3K |
| 2026-09-01 | Fauber Robert |
Option exercise |
592 | $113.34 | $67.1K |
| 2026-09-01 | Fauber Robert |
Open-market sale |
300 | $501.89 | $150.6K |
| 2026-09-01 | Fauber Robert |
Open-market sale |
1,167 | $501.89 | $585.7K |
| 2026-08-03 | Fauber Robert |
Option exercise |
575 | $167.50 | $96.3K |
| 2026-08-03 | Fauber Robert |
Option exercise |
592 | $113.34 | $67.1K |
| 2026-08-03 | Fauber Robert |
Open-market sale |
1,167 | $484.30 | $565.2K |
| 2026-08-03 | Fauber Robert |
Open-market sale |
300 | $484.30 | $145.3K |
| 2026-07-01 | Kosmowski Christina |
Grant/award | 21,542 | — | — |
| 2026-07-01 | Fauber Robert |
Open-market sale |
1,167 | $455.49 | $531.6K |
| 2026-07-01 | Fauber Robert |
Option exercise |
592 | $113.34 | $67.1K |
| 2026-07-01 | Fauber Robert |
Open-market sale |
300 | $455.49 | $136.6K |
| 2026-07-01 | Fauber Robert |
Option exercise |
575 | $167.50 | $96.3K |
| 2026-07-01 | Steele Richard G |
Open-market sale |
157 | $455.49 | $71.5K |
| 2026-06-05 | Van Saun Bruce |
Grant/award | 15 | — | — |
| 2026-06-05 | Van Saun Bruce |
Grant/award | 7 | — | — |
| 2026-06-05 | Forlenza Vincent A |
Grant/award | 17 | — | — |
| 2026-06-05 | Minaya Jose |
Grant/award | 7 | — | — |
| 2026-06-05 | Esperdy Therese |
Grant/award | 12 | — | — |
| 2026-06-05 | Sawicki Lisa P |
Grant/award | 1 | — | — |
| 2026-06-05 | Seidman Leslie |
Grant/award | 16 | — | — |
| 2026-06-05 | Seidman Leslie |
Grant/award | 2 | — | — |
| 2026-06-05 | Bermudez Jorge A. |
Grant/award | 19 | — | — |
| 2026-06-05 | Bermudez Jorge A. |
Grant/award | 1 | — | — |
| 2026-06-01 | Steele Richard G |
Open-market sale |
158 | $453.67 | $71.7K |
| 2026-06-01 | Fauber Robert |
Open-market sale |
300 | $453.67 | $136.1K |
| 2026-06-01 | Fauber Robert |
Open-market sale |
1,167 | $453.67 | $529.4K |
| 2026-06-01 | Fauber Robert |
Option exercise |
575 | $167.50 | $96.3K |
| 2026-06-01 | Fauber Robert |
Option exercise |
592 | $113.34 | $67.1K |
| 2026-05-01 | Fauber Robert |
Open-market sale |
1,167 | $466.39 | $544.3K |
| 2026-05-01 | Fauber Robert |
Option exercise |
575 | $167.50 | $96.3K |
| 2026-05-01 | Fauber Robert |
Open-market sale |
300 | $466.39 | $139.9K |
| 2026-05-01 | Fauber Robert |
Option exercise |
592 | $113.34 | $67.1K |
| 2026-05-01 | Steele Richard G |
Open-market sale |
158 | $466.39 | $73.7K |
Well-known investors holding MCO (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| Berkshire Hathaway (Warren Buffett) | 2026-06-30 | 24,669,778 | $11.2B | 3.73% | No change |
| TCI Fund Management (Chris Hohn) | 2026-06-30 | 14,334,027 | $6.5B | 12.3% | No change |
| Akre Capital Management | 2026-06-30 | 1,156,893 | $524.0M | 10.26% | Reduced 7% |
| AQR Capital Management (Cliff Asness) | 2026-06-30 | 1,045,155 | $471.0M | 0.16% | Added 132% |
| Baillie Gifford | 2026-06-30 | 717,871 | $325.1M | 0.29% | Reduced 6% |
| D. E. Shaw & Co. | 2026-06-30 | 369,114 | $167.2M | 0.1% | Added 49% |
| Markel Group (Tom Gayner) | 2026-06-30 | 213,890 | $96.9M | 0.74% | No change |
| Millennium Management (Israel Englander) | 2026-06-30 | 161,259 | $73.0M | 0.05% | Added 1613% |
| Himalaya Capital (Li Lu) | 2026-06-30 | 117,784 | $51.4M | — | Sold out |
| Renaissance Technologies | 2026-06-30 | 98,800 | $44.7M | 0.06% | Reduced 12% |
| Citadel Advisors (Ken Griffin) | 2026-06-30 | 64,798 | $29.3M | 0.02% | Reduced 21% |
| Gotham Asset Management (Joel Greenblatt) | 2026-06-30 | 51,849 | $23.5M | 0.05% | Added 25% |
| Bridgewater Associates | 2026-06-30 | 30,139 | $13.7M | 0.06% | New position |
| Two Sigma Investments | 2026-06-30 | 25,459 | $11.5M | 0.01% | Reduced 64% |
| Point72 Asset Management (Steve Cohen) | 2026-06-30 | 18,880 | $8.6M | 0.01% | Reduced 21% |
| Yacktman Asset Management | 2026-06-30 | 12,405 | $5.6M | 0.07% | No change |
| Harris Associates (Oakmark Funds) | 2026-06-30 | 1,905 | $862.8K | 0.0% | No change |
| Dodge & Cox | 2026-06-30 | 1,213 | $549.4K | 0.0% | No change |