MCO 10-Q Quarterly Report Sept. 30, 2025

MOODYS CORP /DE/

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mco-20250930

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form			10-Q

(Mark one)


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

For the quarterly period ended September 30, 2025


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

For the transition period from to

Commission file number 1-14037

____________________

Moody’s Corporation

(Exact name of registrant as specified in its charter)


Delaware									13-3998945
(State of Incorporation)									(I.R.S. Employer Identification No.)

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

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code:

(212) 553-0300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

MCO

New York Stock Exchange

1.75% Senior Notes Due 2027

MCO 27

New York Stock Exchange

0.950% Senior Notes Due 2030

MCO 30

New York Stock Exchange

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

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

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

Large Accelerated Filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:


Shares Outstanding at September 30, 2025
178.4 million

Table of Contents


	MOODY’S CORPORATION INDEX TO FORM 10-Q
		Page(s)
	Glossary of Terms and Abbreviations	3
	PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Operations (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024	7
	Consolidated Statements of Comprehensive Income (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024	8
	Consolidated Balance Sheets (Unaudited) at September 30, 2025 and December 31, 2024	9
	Consolidated Statements of Cash Flows (Unaudited) for the Nine Months Ended September 30, 2025 and 2024	10
	Consolidated Statements of Shareholders’ Equity (Unaudited) for the Three and Nine Months Ended September 30, 2025 and 2024	11
	Notes to the Consolidated Financial Statements (Unaudited)	15
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations
	The Company	45


	Critical Accounting Estimates	45
	Reportable Segments	46
	Results of Operations	46
	Liquidity and Capital Resources	76
	Non-GAAP Financial Measures	79
	Recently Issued Accounting Standards	85
	Contingencies	85

	Forward-Looking Statements	86
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	87
Item 4.	Controls and Procedures	88
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	89
Item 1A.	Risk Factors	89
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	89
Item 5.	Other Information	89
Item 6.	Exhibits	90

SIGNATURES		91

Table of Contents

GLOSSARY OF TERMS AND ABBREVIATIONS

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


TERM			DEFINITION



Acquisition-Related Intangible Amortization Expense			Amortization expense relating to definite-lived intangible assets acquired by the Company from all business combination transactions

Adjusted Diluted EPS			Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Net Income			Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Operating Income			Operating income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures”
Adjusted Operating Margin			Adjusted Operating Income divided by revenue
Americas			Represents countries within North and South America, excluding the U.S.

AOCI(L)			Accumulated other comprehensive income/loss; a separate component of shareholders’ equity
ARR			Annualized Recurring Revenue; a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time, excluding the impact of FX and contracts related to acquisitions
ASC			The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009, except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants
Asia-Pacific			Represents Australia and countries in Asia including but not limited to: China, India, Indonesia, Japan, Republic of South Korea, Malaysia, Singapore, Sri Lanka and Thailand
ASU			The FASB Accounting Standards Update to the ASC. Provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC

BitSight			A provider that helps global market participants understand cyber risk through ratings, analytics, and performance management tools; the Company acquired a minority investment in BitSight in 2021
Board			The board of directors of the Company
BPS			Basis points



CAD			Canadian dollar
CAPE Analytics			A provider of AI-powered property risk intelligence; the Company acquired CAPE Analytics in January 2025
CCXI			China Cheng Xin International Credit Rating Co. Ltd.; the first and largest domestic credit rating agency approved by the People’s Bank of China; the Company acquired a 49% interest in 2006 and currently owns 30% of CCXI

CEO			Chief Executive Officer
CFG			Corporate finance group; an LOB of MIS
CLO			Collateralized loan obligation
CMBS			Commercial mortgage-backed securities; an asset class within SFG
CODM			Chief Operating Decision Maker; identified as the Company's CEO
COLI			Corporate-Owned Life Insurance

Common Stock			The Company’s common stock
Company			Moody’s Corporation and its subsidiaries; MCO; Moody’s
Compensation expense			Compensation expenses include salaries, benefits, incentive and stock-based compensation and other related expenses for employees. These expenses are charged to income as incurred
CP			Commercial Paper

CP Program			A program entered into on August 3, 2016 allowing the Company to privately place CP up to a maximum of $1 billion for which the maturity may not exceed 397 days from the date of issue, and which is backstopped by the 2024 Facility
CRAs			Credit rating agencies


Data and Information (D&I)			LOB within MA which provides vast data sets on companies and securities via data feeds and data applications products

Table of Contents


TERM			DEFINITION
Decision Solutions (DS)			LOB within MA that provides subscription-based solutions supporting banking, insurance, and KYC workflows. This LOB utilizes components from the Data & Information and Research & Insights LOBs to provide risk assessment solutions


EMEA			Represents countries within Europe, the Middle East and Africa
EPS			Earnings per share




ESTR			Euro Short-Term Rate
ETR			Effective tax rate
EU			European Union
EUR			Euros

Excess Tax Benefits			The difference between the tax benefit realized at exercise of an option or delivery of a restricted share and the tax benefit recorded at the time the option or restricted share is expensed under GAAP
Exchange Act			The Securities Exchange Act of 1934, as amended
External Revenue			Revenue excluding any intersegment amounts
FASB			Financial Accounting Standards Board
FIG			Financial institutions group; an LOB of MIS

Free Cash Flow			Net cash provided by operating activities less cash paid for capital additions

FX			Foreign exchange
GAAP			U.S. Generally Accepted Accounting Principles
GBP			British pounds
GCR (Global Credit Rating Company Limited and subsidiaries)			A domestic credit rating agency with operations spanning Africa; the Company acquired a controlling financial interest in GCR in July 2024; the Company previously accounted for GCR as an equity method investment
GDP			Gross domestic product
GLoBE			Global Anti-Base Erosion, also known as "Pillar II;" tax model issued by the OECD in 2023

HKD			Hong Kong Dollars
ICRA			ICRA Limited; a provider of credit ratings and research in India

INR			Indian rupee







JPY			Japanese yen
KYC			Know-your-customer

LOB			Line of business
MA			Moody’s Analytics - a reportable segment of MCO; consists of three LOBs - Decision Solutions; Research and Insights; and Data and Information

MAKS			Moody’s Analytics Knowledge Services; formerly known as Copal Amba; provided offshore research and analytic services to the global financial and corporate sectors; business was divested in the fourth quarter of 2019 and was formerly a reporting unit within the MA reportable segment

MCO			Moody’s Corporation and its subsidiaries; the Company; Moody’s
MD&A			Management’s Discussion and Analysis of Financial Condition and Results of Operations
M&A			Mergers and acquisitions
MIS			Moody’s Investors Service - a reportable segment of MCO; consists of five LOBs - CFG; SFG; FIG; PPIF; and MIS Other
MIS Other			Consists of financial instruments pricing services in the Asia-Pacific region, ICRA non-ratings revenue, and revenue from professional services. These businesses are components of MIS; MIS Other is an LOB of MIS
Moody’s			Moody’s Corporation and its subsidiaries; MCO; the Company
MSS			Moody's Shared Services; primarily consists of information technology and support staff such as finance, human resources and legal that support both MA and MIS


Net Income			Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder


NM			Percentage change is not meaningful

Table of Contents


TERM			DEFINITION
Non-compensation expense			Non-compensation expenses include costs incurred that are not related to employee compensation. This includes, but is not limited to, consulting and professional service fees, hosting expenses, rent, and marketing expenses. These expenses are charged to income as incurred
Non-GAAP			A financial measure not in accordance with GAAP; these measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and to provide greater transparency to investors of supplemental information used by management in its financial and operational decision making
NRSRO			Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC
Numerated			A provider of commercial lending platforms; the Company acquired Numerated in November 2024
OBBBA			The “One Big Beautiful Bill Act” enacted into U.S. law on July 4, 2025
OCI(L)			Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments


OECD			Organization for Economic Co-operation and Development
Operating segment			Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a component of a business entity that has each of the three following characteristics: i) the component engages in business activities from which it may recognize revenue and incur expenses; ii) the operating results of the component are regularly reviewed by the entity’s CODM; and iii) discrete financial information about the component is available


Pillar II			Tax model issued by the OECD in 2023; also referred to as the "Global Anti-Base Erosion" or "GLoBE" rules
PPIF			Public, project and infrastructure finance; an LOB of MIS







Praedicat			A provider of casualty insurance analytics; the Company acquired a controlling financial interest in Praedicat in September 2024; the Company previously accounted for Praedicat as an equity method investment
Recurring Revenue			For MA, represents subscription-based revenue and software maintenance revenue. For MIS, represents recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. For MIS Other, represents financial instrument pricing services.




Reporting unit			The level at which Moody’s evaluates its goodwill for impairment under GAAP; defined as an operating segment or one level below an operating segment
Research and Insights (R&I)			LOB within MA that provides models, scores, expert insights and commentary. This LOB includes credit research; credit models and analytics; economics data and models; and structured finance solutions


RMBS			Residential mortgage-backed securities; an asset class within SFG


ROU Asset			Assets which represent the Company’s right to use an underlying asset for the term of a lease
SaaS			Software-as-a-Service


SEC			U.S. Securities and Exchange Commission

SFG			Structured finance group; an LOB of MIS
SG&A			Selling, general and administrative expenses
SGD			Singapore dollar
SOFR			Secured Overnight Financing Rate
Strategic and Operational Efficiency Restructuring Program			Multi-year restructuring program approved by the CEO of Moody’s on December 19, 2024 relating to the Company's strategy to realign the business toward high priority growth areas and to consolidate certain functions to simplify the organizational structure to enable efficiency and improved operating leverage; includes a reduction in staff, the rationalization and exit of certain real estate leases and incremental amortization of certain software
Tax Act			The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017, which significantly amends the tax code in the U.S.

Table of Contents


TERM			DEFINITION
Transaction Revenue			For MA, represents revenue from one-time sales, including those from perpetual software license fees, software implementation services, risk management advisory projects, and training and certification services. For MIS (excluding MIS Other), represents the initial rating of a new debt issuance as well as other one-time fees. For MIS Other, represents revenue from professional services.
U.K.			United Kingdom
U.S.			United States
USD			U.S. dollar
UTPs			Uncertain tax positions

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

(Amounts in millions, except per share data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Revenue	$	2,007	$	1,813	$	5,829	$	5,416
Expenses
Operating	492		512		1,472		1,448
Selling, general and administrative	453		434		1,335		1,293
Depreciation and amortization	123		108		356		318
Restructuring	21		6		81		13
Charges related to asset abandonment	1		15		4		30

Total expenses	1,090		1,075		3,248		3,102
Operating income	917		738		2,581		2,314
Non-operating (expense) income, net
Interest expense, net	( 58 )		( 60 )		( 180 )		( 185 )
Other non-operating income, net	8		25		42		45
Total non-operating (expense) income, net	( 50 )		( 35 )		( 138 )		( 140 )
Income before provision for income taxes	867		703		2,443		2,174
Provision for income taxes	220		169		592		510
Net income	647		534		1,851		1,664
Less: Net income attributable to noncontrolling interests	1		—		2		1
Net income attributable to Moody's	$	646	$	534	$	1,849	$	1,663
Earnings per share attributable to Moody's common shareholders
Basic	$	3.61	$	2.94	$	10.30	$	9.13
Diluted	$	3.60	$	2.93	$	10.26	$	9.09
Weighted average number of shares outstanding
Basic	178.9		181.7		179.5		182.2
Diluted	179.6		182.5		180.2		183.0

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

Table of Contents

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(Amounts in millions)



	Three Months Ended September 30, 2025						Three Months Ended September 30, 2024
	Pre-tax amounts		Tax amounts		After-tax amounts		Pre-tax amounts		Tax amounts		After-tax amounts
Net Income					$	647					$	534
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net	$	( 26 )	$	1	( 25 )		$	252	$	( 3 )	249

Net gains (losses) on net investment hedges	8		( 3 )		5		( 184 )		48		( 136 )

Cash Flow Hedges:

Reclassification of losses included in net income	—		—		—		1		—		1



Total other comprehensive (loss) income	$	( 18 )	$	( 2 )	$	( 20 )	$	69	$	45	$	114
Comprehensive income					627						648
Less: comprehensive loss attributable to noncontrolling interests					( 1 )						—
Comprehensive Income Attributable to Moody's					$	628					$	648


	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024

	Pre-tax amounts		Tax amounts		After-tax amounts		Pre-tax amounts		Tax amounts		After-tax amounts
Net Income					$	1,851					$	1,664
Other Comprehensive Income (Loss):
Foreign Currency Adjustments:
Foreign currency translation adjustments, net	$	586	$	—	586		$	98	$	( 3 )	95

Net losses on net investment hedges	( 652 )		163		( 489 )		( 40 )		10		( 30 )

Cash Flow Hedges:

Reclassification of losses included in net income	1		—		1		2		—		2
Pension and Other Retirement Benefits:
Amortization of actuarial gains and prior service credits included in net income	( 1 )		—		( 1 )		( 1 )		—		( 1 )
Net actuarial losses	( 1 )		—		( 1 )		( 3 )		1		( 2 )
Total other comprehensive (loss) income	$	( 67 )	$	163	$	96	$	56	$	8	$	64
Comprehensive income					1,947						1,728
Less: comprehensive loss attributable to noncontrolling interests					( 4 )						—
Comprehensive Income Attributable to Moody's					$	1,951					$	1,728

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

Table of Contents

MOODY’S CORPORATION

CONSOLIDATED BALANCE SHEETS (UNAUDITED)

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


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	2,181	$	2,408
Short-term investments	78		566
Accounts receivable, net of allowance for credit losses of $ 33 in 2025 and $ 32 in 2024	1,774		1,801
Other current assets	566		515

Total current assets	4,599		5,290
Property and equipment, net of accumulated depreciation of $ 1,506 in 2025 and $ 1,453 in 2024	712		656
Operating lease right-of-use assets	300		216
Goodwill	6,465		5,994
Intangible assets, net	1,916		1,890
Deferred tax assets, net	288		293
Other assets	1,135		1,166
Total assets	$	15,415	$	15,505
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	1,032	$	1,344
Current portion of operating lease liabilities	98		102

Current portion of long-term debt	—		697
Deferred revenue	1,369		1,454

Total current liabilities	2,499		3,597
Non-current portion of deferred revenue	58		57
Long-term debt	6,983		6,731
Deferred tax liabilities, net	348		449
Uncertain tax positions	232		211
Operating lease liabilities	282		216
Other liabilities	901		517
Total liabilities	11,303		11,778
Contingencies (Note 16)
Shareholders' equity:
Preferred stock, par value $ 0.01 per share; 10,000,000 shares authorized; no shares issued and outstanding	—		—
Series common stock, par value $ 0.01 per share; 10,000,000 shares authorized; no shares issued and outstanding			—
Common stock, par value $ 0.01 per share; 1,000,000,000 shares authorized; 342,902,272 shares issued at September 30, 2025 and December 31, 2024, respectively	3		3
Capital surplus	1,617		1,451
Retained earnings	17,410		16,071
Treasury stock, at cost; 164,507,047 and 162,593,213 shares of common stock at September 30, 2025 and December 31, 2024, respectively	( 14,535 )		( 13,322 )
Accumulated other comprehensive loss	( 538 )		( 638 )
Total Moody's shareholders' equity	3,957		3,565
Noncontrolling interests	155		162
Total shareholders' equity	4,112		3,727
Total liabilities, noncontrolling interests and shareholders' equity	$	15,415	$	15,505

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

Table of Contents

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(Amounts in millions)


	Nine Months Ended September 30,
	2025		2024
Cash flows from operating activities
Net income	$	1,851	$	1,664
Reconciliation of net income to net cash provided by operating activities:
Depreciation and amortization	356		318
Stock-based compensation	174		166
Deferred income taxes	40		9

Non-cash restructuring and abandonment-related charges	8		15
Provision for credit losses on accounts receivable	11		14

Gain on previously held/sold investments in non-consolidated affiliates	—		( 7 )





Changes in assets and liabilities:
Accounts receivable	63		( 43 )
Other current assets	13		25
Other assets	( 16 )		( 1 )
Lease obligations	( 28 )		( 24 )
Accounts payable and accrued liabilities	( 317 )		45
Deferred revenue	( 130 )		( 51 )
Uncertain tax positions and other non-current tax liabilities	17		12
Other liabilities	1		22
Net cash provided by operating activities	2,043		2,164
Cash flows from investing activities
Capital additions	( 245 )		( 243 )
Purchases of investments	( 158 )		( 623 )
Sales and maturities of investments	656		105
Purchases of investments in non-consolidated affiliates	( 14 )		( 4 )


Receipts from settlements of net investment hedges	32		—
Cash paid for acquisitions, net of cash acquired	( 227 )		( 110 )

Net cash provided by (used in) investing activities	44		( 875 )
Cash flows from financing activities
Issuance of notes	—		496
Repayment of notes	( 700 )		—




Proceeds from stock-based compensation plans	44		60
Repurchase of shares related to stock-based compensation	( 92 )		( 85 )
Treasury shares	( 1,170 )		( 812 )

Dividends	( 534 )		( 465 )
Dividends to noncontrolling interests	( 2 )		( 1 )


Debt issuance costs, extinguishment costs and related fees	—		( 5 )
Net cash used in financing activities	( 2,454 )		( 812 )

Effect of exchange rate changes on cash and cash equivalents	140		35
(Decrease) increase in cash and cash equivalents	( 227 )		512
Cash and cash equivalents, beginning of period	2,408		2,130
Cash and cash equivalents, end of period	$	2,181	$	2,642

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

Table of Contents

MOODY’S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (UNAUDITED)

(Amounts in millions, except per share data)


	Shareholders of Moody's Corporation
	Common Stock			Capital Surplus		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total Moody's Shareholders' Equity		Non- Controlling Interests		Total Shareholders' Equity
	Shares	Amount						Shares	Amount
Balance at June 30, 2024	342.9	$	3	$	1,324	$	15,478	( 160.8 )	$	( 12,410 )	$	( 617 )	$	3,778	$	160	$	3,938
Net income						534							534		—		534
Dividends ($ 0.85 per share)						( 157 )							( 157 )		( 5 )		( 162 )
Stock-based compensation				58									58				58
Shares issued for stock-based compensation plans at average cost, net				8				—	4				12				12
Noncontrolling interest resulting from majority acquisition													—		8		8

Treasury shares repurchased, inclusive of excise tax				—				( 0.9 )	( 434 )				( 434 )				( 434 )

Currency translation adjustment, net of net investment hedge activity (net of tax of $ 45 million)											113		113		—		113



Amortization of losses on cash flow hedges											1		1				1
Balance at September 30, 2024	342.9	$	3	$	1,390	$	15,855	( 161.7 )	$	( 12,840 )	$	( 503 )	$	3,905	$	163	$	4,068

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

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MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)


	Shareholders of Moody's Corporation
	Common Stock			Capital Surplus		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total Moody's Shareholders' Equity		Non- Controlling Interests		Total Shareholders' Equity
	Shares	Amount						Shares	Amount
Balance at December 31, 2023	342.9	$	3	$	1,228	$	14,659	( 160.4 )	$	( 12,005 )	$	( 567 )	$	3,318	$	158	$	3,476
Net income						1,663							1,663		1		1,664
Dividends ($ 2.55 per share)						( 467 )							( 467 )		( 6 )		( 473 )
Stock-based compensation				169									169				169
Shares issued for stock-based compensation plans at average cost, net				( 7 )				0.6	( 18 )				( 25 )				( 25 )
Noncontrolling interest resulting from majority acquisition													—		10		10


Treasury shares repurchased, inclusive of excise tax				—				( 1.9 )	( 817 )				( 817 )				( 817 )

Currency translation adjustment, net of net investment hedge activity (net of tax of $ 7 million)											65		65		—		65
Net actuarial losses (net of tax of $ 1 million)											( 2 )		( 2 )				( 2 )
Amortization of actuarial gains and prior service credits											( 1 )		( 1 )				( 1 )
Amortization of losses on cash flow hedges											2		2				2
Balance at September 30, 2024	342.9	$	3	$	1,390	$	15,855	( 161.7 )	$	( 12,840 )	$	( 503 )	$	3,905	$	163	$	4,068

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

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MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)


	Shareholders of Moody's Corporation
	Common Stock			Capital Surplus		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total Moody's Shareholders' Equity		Non- Controlling Interests		Total Shareholders' Equity
	Shares	Amount						Shares	Amount
Balance at June 30, 2025	342.9	$	3	$	1,552	$	16,933	( 163.5 )	$	( 14,020 )	$	( 519 )	$	3,949	$	159	$	4,108
Net income						646							646		1		647
Dividends ($ 0.94 per share)						( 169 )							( 169 )		( 4 )		( 173 )
Stock-based compensation				59									59				59
Shares issued for stock-based compensation plans at average cost, net				6				—	2				8				8


Treasury shares repurchased, inclusive of excise tax								( 1.0 )	( 517 )				( 517 )				( 517 )
Currency translation adjustment, net of net investment hedge activity (net of tax of $ 2 million)											( 19 )		( 19 )		( 1 )		( 20 )



Balance at September 30, 2025	342.9	$	3	$	1,617	$	17,410	( 164.5 )	$	( 14,535 )	$	( 538 )	$	3,957	$	155	$	4,112

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

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MOODY'S CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (UNAUDITED)

(Amounts in millions, except per share data)


	Shareholders of Moody's Corporation
	Common Stock			Capital Surplus		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total Moody's Shareholders' Equity		Non- Controlling Interests		Total Shareholders' Equity
	Shares	Amount						Shares	Amount
Balance at December 31, 2024	342.9	$	3	$	1,451	$	16,071	( 162.6 )	$	( 13,322 )	$	( 638 )	$	3,565	$	162	$	3,727
Net income						1,849							1,849		2		1,851
Dividends ($ 2.82 per share)						( 510 )							( 510 )		( 5 )		( 515 )

Stock-based compensation				180									180				180
Shares issued for stock-based compensation plans at average cost, net				( 14 )				0.5	( 34 )				( 48 )				( 48 )



Treasury shares repurchased, inclusive of excise tax				—				( 2.4 )	( 1,179 )				( 1,179 )				( 1,179 )

Currency translation adjustment, net of net investment hedge activity (net of tax of $ 163 million)											101		101		( 4 )		97
Net actuarial losses											( 1 )		( 1 )				( 1 )
Amortization of actuarial gains and prior service credits											( 1 )		( 1 )				( 1 )
Amortization of losses on cash flow hedges											1		1				1
Balance at September 30, 2025	342.9	$	3	$	1,617	$	17,410	( 164.5 )	$	( 14,535 )	$	( 538 )	$	3,957	$	155	$	4,112

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

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MOODY’S CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

NOTE 1. DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

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

MA is a global provider of: i) decision solutions; ii) research and insights; and iii) data and information, which help companies make better and faster decisions. MA leverages its industry expertise across multiple risks such as credit, market, financial crime, supply chain, catastrophe and climate to deliver integrated risk assessment solutions that enable business leaders to identify, measure and manage the implications of interrelated risks and opportunities.

MIS publishes credit ratings and provides assessment services on a wide range of debt obligations, programs and facilities, and the entities that issue such obligations in markets worldwide, including various corporate, financial institution and governmental obligations, and structured finance securities.

These interim financial statements have been prepared in accordance with the instructions to Form 10-Q and should be read in conjunction with the Company’s consolidated financial statements and related notes in the Company’s 2024 annual report on Form 10-K filed with the SEC on February 14, 2025. The results of interim periods are not necessarily indicative of results for the full year or any subsequent period. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation of financial position, results of operations and cash flows at the dates and for the periods presented have been included. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

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

Recently Issued Accounting Standards

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

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

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

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

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Reclassification of Previously Reported Transaction and Recurring Revenue

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This update should be read in conjunction with the summary of significant accounting policies disclosures made in the Company's Form 10-K for the year ended December 31, 2024. All significant accounting policies described in the Form 10-K for the year ended December 31, 2024 remain unchanged with the exception of the following update:

Goodwill

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

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NOTE 3. REVENUES

Revenue by Category

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
MA:
Decision Solutions (DS)
Banking	$	140	$	140	$	419	$	405
Insurance	171		148		502		439
KYC	113		95		321		270
Total DS	424		383		1,242		1,114
Research and Insights (R&I)	252		235		737		683
Data and Information (D&I)	233		213		677		635
Total external revenue	909		831		2,656		2,432
Intersegment revenue	3		3		9		10
Total MA	912		834		2,665		2,442
MIS:
Corporate Finance (CFG)
Investment-grade	124		149		431		416
High-yield	114		80		266		232
Bank loans	155		120		413		422
Other accounts (1)	183		166		542		499
Total CFG	576		515		1,652		1,569
Structured Finance (SFG)
Asset-backed securities	35		34		105		101
RMBS	29		24		84		73
CMBS	25		27		78		66
Structured credit	55		49		149		138
Other accounts	2		1		3		2
Total SFG	146		135		419		380
Financial Institutions (FIG)
Banking	136		108		386		344
Insurance	52		46		151		166
Managed investments	17		13		43		40
Other accounts	3		3		10		10
Total FIG	208		170		590		560
Public, Project and Infrastructure Finance (PPIF)
Public finance / sovereign	68		61		215		187
Project and infrastructure	93		93		271		262
Total PPIF	161		154		486		449
Total ratings revenue	1,091		974		3,147		2,958
MIS Other	7		8		26		26
Total external revenue	1,098		982		3,173		2,984
Intersegment revenue	50		48		149		144
Total MIS	1,148		1,030		3,322		3,128
Eliminations	( 53 )		( 51 )		( 158 )		( 154 )
Total MCO	$	2,007	$	1,813	$	5,829	$	5,416

(1) Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.

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The following tables present the Company’s revenues disaggregated by LOB and geographic area:


	Three Months Ended September 30, 2025						Three Months Ended September 30, 2024
	U.S.		Non-U.S		Total		U.S.		Non-U.S		Total
MA:
Decision Solutions	$	167	$	257	$	424	$	144	$	239	$	383
Research and Insights	137		115		252		128		107		235
Data and Information	82		151		233		74		139		213
Total MA	386		523		909		346		485		831
MIS:
Corporate Finance	405		171		576		364		151		515
Structured Finance	108		38		146		98		37		135
Financial Institutions	111		97		208		90		80		170
Public, Project and Infrastructure Finance	108		53		161		100		54		154
Total ratings revenue	732		359		1,091		652		322		974
MIS Other	—		7		7		1		7		8
Total MIS	732		366		1,098		653		329		982
Total MCO	$	1,118	$	889	$	2,007	$	999	$	814	$	1,813


	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024
	U.S.		Non-U.S		Total		U.S.		Non-U.S		Total
MA:
Decision Solutions	$	496	$	746	$	1,242	$	420	$	694	$	1,114
Research and Insights	404		333		737		374		309		683
Data and Information	242		435		677		227		408		635
Total MA	1,142		1,514		2,656		1,021		1,411		2,432
MIS:
Corporate Finance	1,110		542		1,652		1,078		491		1,569
Structured Finance	299		120		419		266		114		380
Financial Institutions	305		285		590		292		268		560
Public, Project and Infrastructure Finance	319		167		486		284		165		449
Total ratings revenue	2,033		1,114		3,147		1,920		1,038		2,958
MIS Other	—		26		26		1		25		26
Total MIS	2,033		1,140		3,173		1,921		1,063		2,984
Total MCO	$	3,175	$	2,654	$	5,829	$	2,942	$	2,474	$	5,416

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The following table presents the Company’s reportable segment revenues disaggregated by segment and geographic region:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
MA:
U.S.	$	386	$	346	$	1,142	$	1,021
Non-U.S.:
EMEA	358		334		1,036		969
Asia-Pacific	96		84		276		251
Americas	69		67		202		191
Total Non-U.S.	523		485		1,514		1,411
Total MA	909		831		2,656		2,432
MIS:
U.S.	732		653		2,033		1,921
Non-U.S.:
EMEA	236		212		740		685
Asia-Pacific	84		73		245		225
Americas	46		44		155		153
Total Non-U.S.	366		329		1,140		1,063
Total MIS	1,098		982		3,173		2,984
Total MCO	$	2,007	$	1,813	$	5,829	$	5,416

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The following tables summarize the split between Transaction Revenue and Recurring Revenue:


	Three Months Ended September 30,
	2025									2024
	Transaction			Recurring			Total			Transaction			Recurring			Total
Decision Solutions
Banking	$	25		$	115		$	140		$	28		$	112		$	140
	18		%	82		%	100		%	20		%	80		%	100		%
Insurance	$	3		$	168		$	171		$	6		$	142		$	148
	2		%	98		%	100		%	4		%	96		%	100		%
KYC	$	1		$	112		$	113		$	3		$	92		$	95
	1		%	99		%	100		%	3		%	97		%	100		%
Total Decision Solutions	$	29		$	395		$	424		$	37		$	346		$	383
	7		%	93		%	100		%	10		%	90		%	100		%
Research and Insights	$	3		$	249		$	252		$	3		$	232		$	235
	1		%	99		%	100		%	1		%	99		%	100		%
Data and Information	$	2		$	231		$	233		$	2		$	211		$	213
	1		%	99		%	100		%	1		%	99		%	100		%
Total MA (1)	$	34		$	875		$	909		$	42		$	789		$	831
	4		%	96		%	100		%	5		%	95		%	100		%
Corporate Finance	$	433		$	143		$	576		$	382		$	133		$	515
	75		%	25		%	100		%	74		%	26		%	100		%
Structured Finance	$	86		$	60		$	146		$	78		$	57		$	135
	59		%	41		%	100		%	58		%	42		%	100		%
Financial Institutions	$	123		$	85		$	208		$	92		$	78		$	170
	59		%	41		%	100		%	54		%	46		%	100		%
Public, Project and Infrastructure Finance	$	111		$	50		$	161		$	109		$	45		$	154
	69		%	31		%	100		%	71		%	29		%	100		%
MIS Other	$	—		$	7		$	7		$	2		$	6		$	8
	—		%	100		%	100		%	25		%	75		%	100		%
Total MIS	$	753		$	345		$	1,098		$	663		$	319		$	982
	69		%	31		%	100		%	68		%	32		%	100		%
Total Moody's Corporation	$	787		$	1,220		$	2,007		$	705		$	1,108		$	1,813
	39		%	61		%	100		%	39		%	61		%	100		%

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	Nine Months Ended September 30,
	2025									2024
	Transaction			Recurring			Total			Transaction			Recurring			Total
Decision Solutions
Banking	$	76		$	343		$	419		$	85		$	320		$	405
	18		%	82		%	100		%	21		%	79		%	100		%
Insurance	$	15		$	487		$	502		$	20		$	419		$	439
	3		%	97		%	100		%	5		%	95		%	100		%
KYC	$	1		$	320		$	321		$	6		$	264		$	270
	—		%	100		%	100		%	2		%	98		%	100		%
Total Decision Solutions	$	92		$	1,150		$	1,242		$	111		$	1,003		$	1,114
	7		%	93		%	100		%	10		%	90		%	100		%
Research and Insights	$	9		$	728		$	737		$	9		$	674		$	683
	1		%	99		%	100		%	1		%	99		%	100		%
Data and Information	$	6		$	671		$	677		$	7		$	628		$	635
	1		%	99		%	100		%	1		%	99		%	100		%
Total MA (1)	$	107		$	2,549		$	2,656		$	127		$	2,305		$	2,432
	4		%	96		%	100		%	5		%	95		%	100		%
Corporate Finance	$	1,225		$	427		$	1,652		$	1,169		$	400		$	1,569
	74		%	26		%	100		%	75		%	25		%	100		%
Structured Finance	$	238		$	181		$	419		$	213		$	167		$	380
	57		%	43		%	100		%	56		%	44		%	100		%
Financial Institutions	$	340		$	250		$	590		$	329		$	231		$	560
	58		%	42		%	100		%	59		%	41		%	100		%
Public, Project and Infrastructure Finance	$	340		$	146		$	486		$	315		$	134		$	449
	70		%	30		%	100		%	70		%	30		%	100		%
MIS Other	$	5		$	21		$	26		$	6		$	20		$	26
	19		%	81		%	100		%	23		%	77		%	100		%
Total MIS	$	2,148		$	1025		$	3,173		$	2,032		$	952		$	2,984
	68		%	32		%	100		%	68		%	32		%	100		%
Total Moody's Corporation	$	2,255		$	3,574		$	5,829		$	2,159		$	3,257		$	5,416
	39		%	61		%	100		%	40		%	60		%	100		%

(1) Revenue from software implementation services and risk management advisory projects, while classified by management as transactional revenue, is recognized over time under GAAP.

The following tables present the timing of revenue recognition:


	Three Months Ended September 30, 2025						Nine Months Ended September 30, 2025
	MA		MIS		Total		MA		MIS		Total
Revenue recognized at a point in time	$	21	$	753	$	774	$	65	$	2,148	$	2,213
Revenue recognized over time	888		345		1,233		2,591		1,025		3,616
Total	$	909	$	1,098	$	2,007	$	2,656	$	3,173	$	5,829



	Three Months Ended September 30, 2024						Nine Months Ended September 30, 2024
	MA		MIS		Total		MA		MIS		Total
Revenue recognized at a point in time	$	26	$	663	$	689	$	65	$	2,032	$	2,097
Revenue recognized over time	805		319		1,124		2,367		952		3,319
Total	$	831	$	982	$	1,813	$	2,432	$	2,984	$	5,416

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Unbilled receivables, deferred revenue and remaining performance obligations

Unbilled receivables

For certain MA arrangements, the timing of when the Company has the unconditional right to consideration and recognizes revenue occurs prior to invoicing the customer. In addition, certain MIS arrangements contain contractual terms whereby the customers are billed in arrears for annual monitoring services, requiring revenue to be accrued as an unbilled receivable as such services are provided.

The following table presents the Company's unbilled receivables, which are included within accounts receivable, net, at September 30, 2025 and December 31, 2024:


	As of September 30, 2025				As of December 31, 2024
	MA		MIS		MA		MIS
Unbilled Receivables	$	114	$	530	$	122	$	426

Deferred revenue

The Company recognizes deferred revenue when a contract requires a customer to pay consideration to the Company in advance of when revenue related to that contract is recognized. This deferred revenue is relieved when the Company satisfies the related performance obligation and revenue is recognized.

Significant changes in the deferred revenue balances during the three and nine months ended September 30, 2025 and 2024 are as follows:



	Three Months Ended September 30, 2025						Three Months Ended September 30, 2024
	MA		MIS		Total		MA		MIS		Total
Balance at June 30,	$	1,285	$	350	$	1,635	$	1,146	$	336	$	1,482
Changes in deferred revenue:
Revenue recognized that was included in the deferred revenue balance at the beginning of the period	( 612 )		( 123 )		( 735 )		( 551 )		( 120 )		( 671 )
Increases due to amounts billable excluding amounts recognized as revenue during the period	491		87		578		410		92		502
Reclassification to liabilities held-for-sale (1)	$	( 23 )	—		( 23 )		—		—		—
Increases due to acquisitions during the period	—		—		—		5				5
Effect of exchange rate changes	( 27 )		( 1 )		( 28 )		37		4		41
Total changes in deferred revenue	( 171 )		( 37 )		( 208 )		( 99 )		( 24 )		( 123 )
Balance at September 30,	$	1,114	$	313	$	1,427	$	1,047	$	312	$	1,359

(1) The 2025 reclassification to liabilities held-for-sale for the MA segment in the table above relate to the planned divestiture of the MA Learning Solutions business, more fully discussed in Note 12.

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	Nine Months Ended September 30, 2025						Nine Months Ended September 30, 2024
	MA		MIS		Total		MA		MIS		Total
Balance at December 31,	$	1,243	$	268	$	1,511	$	1,111	$	270	$	1,381
Changes in deferred revenue:
Revenue recognized that was included in the deferred revenue balance at the beginning of the period	( 1,074 )		( 205 )		( 1,279 )		( 950 )		( 197 )		( 1,147 )
Increases due to amounts billable excluding amounts recognized as revenue during the period	910		239		1,149		860		238		1,098
Reclassification to liabilities held-for-sale (1)	$	( 23 )	—		( 23 )		—		—		—
Increases due to acquisitions during the period	15				15		5		—		5
Effect of exchange rate changes	43		11		54		21		1		22
Total changes in deferred revenue	( 129 )		45		( 84 )		( 64 )		42		( 22 )
Balance at September 30,	$	1,114	$	313	$	1,427	$	1,047	$	312	$	1,359
Deferred revenue - current	$	1,113	$	256	$	1,369	$	1,047	$	253	$	1,300
Deferred revenue - non-current	$	1	$	57	$	58	$	—	$	59	$	59

For the MA segment, the decrease in deferred revenue for the three months ended September 30, 2025 and 2024 was primarily due to the recognition of annual subscription and maintenance revenue for the period, for which billing occurs in December and January. For the nine months ended September 30, 2025 and 2024, the decrease in the deferred revenue balance is attributable to recognition of revenues related to the aforementioned December billings being mostly offset by the impact of the high concentration of billings in the first quarter..

For the MIS segment, the change in the deferred revenue balance for all periods presented was primarily related to the significant portion of contract renewals that occur during the first quarter and are generally recognized over a one year period.

Remaining performance obligation

Remaining performance obligations in the MA segment include both amounts recorded as deferred revenue on the balance sheet as of September 30, 2025 as well as amounts not yet invoiced to customers as of September 30, 2025, largely reflecting future revenue related to signed multi-year arrangements for hosted and installed subscription-based products. As of September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 4.1 billion. The Company expects to recognize into revenue approximately 55 % of this balance within one year , approximately 25 % of this balance between one to two years and the remaining amount thereafter.

Remaining performance obligations in the MIS segment largely reflect deferred revenue related to monitoring fees for certain structured finance products, primarily CMBS, where the issuers can elect to pay the monitoring fees for the life of the security in advance. As of September 30, 2025, the aggregate amount of the transaction price allocated to remaining performance obligations was approximately $ 87 million. The Company expects to recognize into revenue approximately 25 % of this balance within one year , approximately 50 % of this balance between one to five years and the remaining amount thereafter. With respect to the remaining performance obligations for the MIS segment, the Company has applied a practical expedient set forth in ASC Topic 606 permitting the omission of unsatisfied performance obligations relating to contracts with an original expected length of one year or less.

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NOTE 4. STOCK-BASED COMPENSATION

Presented below is a summary of the stock-based compensation cost and associated tax benefit included in the accompanying consolidated statements of operations:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Stock-based compensation cost	$	58	$	57	$	176	$	166
Tax benefit	$	13	$	12	$	38	$	36

During the first nine months of 2025, the Company granted 0.1 million employee stock options, which had a weighted average grant date fair value of $ 163.59 per share. The Company also granted 0.4 million shares of restricted stock in the first nine months of 2025, which had a weighted average grant date fair value of $ 512.07 per share. Both the employee stock options and restricted stock generally vest ratably over four years . Additionally, the Company granted 0.1 million shares of performance-based awards whereby the number of shares that ultimately vest is based on the achievement of certain non-market-based performance metrics of the Company over three years . The weighted average grant date fair value of these awards was $ 501.88 per share.

The following weighted average assumptions were used in determining the fair value using the Black-Scholes option-pricing model for options granted in 2025:


Expected dividend yield	0.73	%
Expected stock volatility	27	%
Risk-free interest rate	4.51	%
Expected holding period	5.6 years

Unrecognized stock-based compensation expense at September 30, 2025 was $ 11 million and $ 287 million for unvested stock options and restricted stock, respectively, which is expected to be recognized over a weighted average period of 2.0 years and 2.5 years, respectively. Additionally, there was $ 59 million of unrecognized stock-based compensation expense relating to the aforementioned non-market-based performance-based awards, which is expected to be recognized over a weighted average period of 1.8 years.

The following table summarizes information relating to stock option exercises and restricted stock vesting:


	Nine Months Ended September 30,
	2025		2024
Exercise of stock options:
Proceeds from stock option exercises	$	26	$	44
Aggregate intrinsic value	$	42	$	60
Tax benefit realized upon exercise	$	9	$	10
Number of shares exercised	0.1		0.3
Vesting of restricted stock:
Fair value of shares vested	$	245	$	183
Tax benefit realized upon vesting	$	60	$	45
Number of shares vested	0.5		0.5
Vesting of performance-based restricted stock:
Fair value of shares vested	$	8	$	40
Tax benefit realized upon vesting	$	1	$	9
Number of shares vested (1)	—		0.1

(1) The number of shares vested in 2025 was approximately 15 thousand.

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NOTE 5. INCOME TAXES

Moody’s ETR was 25.4 % and 24.0 % for the three months ended September 30, 2025 and 2024, respectively. The increase of 1.4% primarily reflects tax benefits recognized in the third quarter of 2024, which resulted from the resolutions of uncertain tax positions, coupled with an increase in current year state income taxes.

Moody’s ETR was 24.2 % and 23.5 % for the nine months ended September 30, 2025 and 2024, respectively. The year-to-date ETR as of September 30, 2025 was generally in line with the same period in the prior year. The Company’s provision for income taxes for the nine months ended September 30, 2025 differs from the tax computed by applying its estimated annual ETR to the pre-tax earnings primarily due to the excess tax benefits from stock-based compensation of $ 30 million.

The Company classifies interest related to UTPs in interest expense, net in its consolidated statements of operations. Penalties, if incurred, would be recognized in other non-operating income, net. The Company had an increase in its UTP reserves of $ 5 million, during the third quarter of 2025 (both on a gross basis and net of federal tax benefits) and an increase of $ 21 million ($ 19 million, net of federal tax benefits) during the first nine months of 2025.

Moody’s is subject to U.S. federal income tax as well as income tax in various state, local and foreign jurisdictions. The Company's U.S. federal income tax returns for 2021 through 2024 remain open to examination. The Company’s New York City tax returns for 2018 through 2022 are currently under examination, and 2023 is open to examination. The Company's U.K. corporate income tax returns are currently under audit for years 2017 through 2021, while years 2022 through 2023 remain open to examination.

In the fourth quarter of 2025, pursuant to a lapse of a statute of limitations, the Company expects to reverse $ 64 million in reserves (and $ 15 million in related interest) for uncertain tax positions that it had assumed as part of a prior year M&A transaction, for which the sellers had indemnified Moody's. This tax benefit and related reduction to Interest expense, net will be offset by the release of the related indemnification asset within Other non-operating income, net, with no impact to net income. For ongoing audits, it is possible the balance of UTPs could decrease in the next twelve months as a result of the settlement of such audits, which might involve the payment of additional taxes, the adjustment of certain deferred taxes and/or the recognition of tax benefits. It is also possible that new issues will be raised by tax authorities which could necessitate increases to the balance of UTPs. As the Company is unable to predict the timing or outcome of these audits, it is unable to estimate the amount of future changes to the balance of UTPs at this time. However, the Company believes that it has adequately provided for its financial exposure relating to all open tax years, by tax jurisdiction, in accordance with the applicable provisions of ASC Topic 740 regarding UTPs.

The following table shows the amount the Company paid for income taxes:


	Nine Months Ended September 30,
	2025		2024
Income taxes paid	$	644	$	391

On July 4, 2025, the One Big Beautiful Bill Act was enacted in the U.S. Key provisions of the OBBBA include making permanent certain aspects of the Tax Act, modifying certain international tax rules, and restoring provisions that accelerate deductions for certain business investments and expenditures. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented in subsequent years. The OBBBA did not have material impact on the Company’s consolidated financial statements for the period ended September 30, 2025, and the Company does not expect the changes to have a material impact on the provision for income taxes or net income in future periods.

Effective in 2024, multiple foreign jurisdictions in which the Company operates enacted legislation to adopt a minimum tax rate described in the Global Anti-Base Erosion tax model rules (referred to as GloBE or Pillar II) issued by the OECD. A minimum ETR of 15% applies to multinational companies with consolidated revenue above €750 million. Under the GloBE rules, a company is required to determine a combined ETR for all entities located in a jurisdiction. If the jurisdictional effective tax rate is less than 15%, an additional tax generally will be due to bring the jurisdictional ETR up to 15%. We have evaluated the impact of the Pillar II global minimum tax rules on our consolidated financial statements and related disclosures. As of September 30, 2025, the Pillar II minimum tax requirement is not expected to have a material impact on our full-year results of operations or financial position.

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NOTE 6. RECONCILIATION OF WEIGHTED AVERAGE SHARES OUTSTANDING

Below is a reconciliation of basic to diluted shares outstanding:


	Three Months Ended September 30,		Nine Months Ended September 30,

	2025	2024	2025	2024
Basic	178.9	181.7	179.5	182.2
Dilutive effect of shares issuable under stock-based compensation plans	0.7	0.8	0.7	0.8
Diluted	179.6	182.5	180.2	183.0
Anti-dilutive options to purchase common shares and restricted stock as well as contingently issuable restricted stock which are excluded from the table above	0.2	0.3	0.2	0.4

The calculation of basic shares outstanding is based on the weighted average number of shares of common stock outstanding during the reporting period. The calculation of diluted EPS requires certain assumptions regarding the use of both cash proceeds and assumed proceeds that would be received upon the exercise of stock options and vesting of restricted stock outstanding as of September 30, 2025 and 2024.

NOTE 7. CASH EQUIVALENTS AND INVESTMENTS

The table below provides additional information on the Company’s cash equivalents and investments:


	As of September 30, 2025
							Balance sheet location
	Cost		Gains/(Losses)		Fair Value		Cash and cash equivalents		Short-term investments		Other assets
Certificates of deposit and money market deposit accounts/funds (1)	$	1,228	$	—	$	1,228	$	1,149	$	78	$	1
Mutual funds	$	91	$	14	$	105	$	—	$	—	$	105


	As of December 31, 2024
							Balance sheet location
	Cost		Gains/(Losses)		Fair Value		Cash and cash equivalents		Short-term investments		Other assets

Certificates of deposit and money market deposit accounts/funds (1)	$	1,911	$	—	$	1,911	$	1,345	$	566	$	—
Mutual funds	$	88	$	10	$	98	$	—	$	—	$	98

(1) Consists of time deposits, money market deposit accounts and money market funds. The remaining contractual maturities for the certificates of deposits classified as short-term investments are one month to 12 months at both September 30, 2025 and December 31, 2024. The remaining contractual maturities for the certificates of deposits classified in other assets are 16 months to 23 months at September 30, 2025. Time deposits with a maturity of less than 90 days at time of purchase are classified as cash and cash equivalents.

In addition, the Company invested in COLI. As of September 30, 2025 and December 31, 2024, the contract value of the COLI was $ 50 million and $ 48 million, respectively.

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NOTE 8. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to global market risks, including risks from changes in FX rates and changes in interest rates. Accordingly, the Company uses derivatives in certain instances to manage financial exposures that occur in the normal course of business. The Company does not hold or issue derivatives for speculative purposes.

Derivatives and non-derivative instruments designated as accounting hedges:

Fair Value Hedges

Interest Rate Swaps

The Company has entered into interest rate swaps to convert the fixed interest rate on certain of its long-term debt to a floating interest rate based on the SOFR. The purpose of these hedges is to mitigate the risk associated with changes in the fair value of the long-term debt, thus the Company has designated these swaps as fair value hedges. The fair value of the swaps is adjusted quarterly with a corresponding adjustment to the carrying value of the debt. The changes in the fair value of the swaps and the underlying hedged item generally offset and the net cash settlements on the swaps are recorded each period within interest expense, net in the Company’s consolidated statements of operations.

The following table summarizes the Company’s interest rate swaps designated as fair value hedges:


		Notional Amount
Hedged Item	Nature of Swap	As of September 30, 2025		As of December 31, 2024		Floating Interest Rate
2014 Senior Notes due 2044	Pay Floating/Receive Fixed	$	300	$	300	SOFR
2017 Senior Notes due 2028	Pay Floating/Receive Fixed	500		500		SOFR
2018 Senior Notes due 2029	Pay Floating/Receive Fixed	400		400		SOFR
2018 Senior Notes due 2048	Pay Floating/Receive Fixed	300		300		SOFR
2020 Senior Notes due 2025	Pay Floating/Receive Fixed	—		300		SOFR
2022 Senior Notes due 2052	Pay Floating/Receive Fixed	500		500		SOFR
2022 Senior Notes due 2032	Pay Floating/Receive Fixed	250		250		SOFR
Total		$	2,250	$	2,550

Refer to Note 14 for information on the cumulative amount of fair value hedging adjustments included in the carrying amount of the above hedged items.

The following table summarizes the impact to the statements of operations of the Company’s interest rate swaps designated as fair value hedges:


Total amounts of financial statement line item presented in the statements of operations in which the effects of fair value hedges are recorded		Amount of income/(loss) recognized in the consolidated statements of operations
		Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
Interest expense, net		$	( 58 )	$	( 60 )	$	( 180 )	$	( 185 )

Description	Location on Consolidated Statements of Operations
Net interest settlements and accruals on interest rate swaps	Interest expense, net	$	( 15 )	$	( 25 )	$	( 48 )	$	( 74 )
Fair value changes on interest rate swaps	Interest expense, net	$	13	$	79	$	75	$	57
Fair value changes on hedged debt	Interest expense, net	$	( 13 )	$	( 79 )	$	( 75 )	$	( 57 )

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Net investment hedges

Debt designated as net investment hedges

The Company has designated € 500 million of the 2015 Senior Notes Due 2027 and € 750 million of the 2019 Senior Notes due 2030 as net investment hedges to mitigate FX exposure related to a portion of the Company’s euro net investment in certain foreign subsidiaries against changes in euro/USD exchange rates. These hedges are designated as accounting hedges under the applicable sections of ASC Topic 815 and will end upon the repayment of the notes in 2027 and 2030, respectively, unless terminated early at the discretion of the Company.

Cross currency swaps designated as net investment hedges

The Company enters into cross-currency swaps to mitigate FX exposure related to a portion of the Company’s net investment in certain foreign subsidiaries against changes in exchange rates. The following tables provide information on the cross-currency swaps designated as net investment hedges under ASC Topic 815:


September 30, 2025
	Pay			Receive
Nature of Swap	Notional Amount (1)		Weighted Average Interest Rate	Notional Amount		Weighted Average Interest Rate
Pay Fixed/Receive Fixed	€	1,997	2.48 %	$	2,114	3.98 %
Pay Floating/Receive Floating	€	1,688	Based on ESTR	$	1,750	Based on SOFR
Pay Fixed/Receive Fixed	HK$	3,907	—%	$	500	0.64 %
Pay Fixed/Receive Fixed	S$	389	—%	HK$	2,350	0.62 %

(1) € = euro, HK$ = Hong Kong dollar, S$ = Singapore dollar


December 31, 2024
	Pay			Receive
Nature of Swap	Notional Amount		Weighted Average Interest Rate	Notional Amount		Weighted Average Interest Rate
Pay Fixed/Receive Fixed	€	965	2.91 %	$	1,014	4.41 %
Pay Floating/Receive Floating	€	2,138	Based on ESTR	$	2,250	Based on SOFR

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As of September 30, 2025 these hedges will expire and the notional amounts will be settled as follows unless terminated early at the discretion of the Company:


	EUR/USD				HKD/USD				SGD/HKD
Years Ending December 31,	Notional Amount (Pay) (1)		Notional Amount (Receive)		Notional Amount (Pay) (1)		Notional Amount (Receive)		Notional Amount (Pay) (1)		Notional Amount (Receive) (1)
2027	€	530	$	550	HK$	—	$	—	S$	—	HK$	—
2028	588		600		—		—		—		—
2029	573		614		—		—		—		—
2030	662		700		—		—		—		—
2031	481		500		—		—		—		—
2032	481		500		3,907		500		389		2,350
2033	370		400		—		—		—		—
Total	€	3,685	$	3,864	HK$	3,907	$	500	S$	389	HK$	2,350

(1) € = euro, HK$ = Hong Kong dollar, S$ = Singapore dollar

The following table provides information on the gains/(losses) on the Company’s net investment and cash flow hedges:


Derivative and Non-Derivative Instruments in Net Investment Hedging Relationships	Amount of Gain/(Loss) Recognized in AOCL on Derivative, net of Tax				Amount of Loss Reclassified from AOCL into Income, net of Tax				Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Three Months Ended September 30,				Three Months Ended September 30,				Three Months Ended September 30,
	2025		2024		2025		2024		2025		2024

Cross currency swaps	$	6	$	( 95 )	$	—	$	—	$	17	$	12
Long-term debt	( 1 )		( 41 )		—		—		—		—
Total net investment hedges	$	5	$	( 136 )	$	—	$	—	$	17	$	12
Derivatives in Cash Flow Hedging Relationships
Cross currency swap	$	—	$	—	$	1	$	—	$	—	$	—
Interest rate contracts	$	—	$	—	$	( 1 )	$	( 1 )	$	—	$	—
Total cash flow hedges	$	—	$	—	$	—	$	( 1 )	$	—	$	—
Total	$	5	$	( 136 )	$	—	$	( 1 )	$	17	$	12


Derivative and Non-Derivative Instruments in Net Investment Hedging Relationships	Amount of Gain/(Loss) Recognized in AOCL on Derivative, net of Tax				Amount of Loss Reclassified from AOCL into Income, net of Tax				Gain Recognized in Income on Derivative (Amount Excluded from Effectiveness Testing)
	Nine Months Ended September 30,				Nine Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024		2025		2024

Cross currency swaps	$	( 359 )	$	( 20 )	$	—	$	—	$	46	$	34
Long-term debt	( 130 )		( 10 )		—		—		—		—
Total net investment hedges	$	( 489 )	$	( 30 )	$	—	$	—	$	46	$	34
Derivatives in Cash Flow Hedging Relationships
Cross currency swaps	$	—	$	—	$	1	$	—	$	—	$	—
Interest rate contracts	—		—		( 2 )		( 2 )		—		—
Total cash flow hedges	$	—	$	—	$	( 1 )	$	( 2 )	$	—	$	—
Total	$	( 489 )	$	( 30 )	$	( 1 )	$	( 2 )	$	46	$	34

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The cumulative amount of net investment hedge and cash flow hedge gains (losses) remaining in AOCL is as follows:


	Cumulative Gains (Losses), net of tax
	September 30, 2025		December 31, 2024
Net investment hedges
Cross currency swaps	$	( 181 )	$	178
FX forwards	29		29
Long-term debt	( 62 )		68
Total net investment hedges	$	( 214 )	$	275
Cash flow hedges
Interest rate contracts	$	( 41 )	$	( 43 )
Cross currency swaps	—		1
Total cash flow hedges	( 41 )		( 42 )
Total net gain in AOCL	$	( 255 )	$	233

Derivatives not designated as accounting hedges:

Foreign exchange forwards

The Company also enters into foreign exchange forward contracts to mitigate the change in fair value on certain assets and liabilities denominated in currencies other than a subsidiary’s functional currency. These forward contracts are not designated as accounting hedges under the applicable sections of ASC Topic 815. Accordingly, changes in the fair value of these contracts are recognized immediately in other non-operating income, net, in the Company’s consolidated statements of operations along with the FX gain or loss recognized on the assets and liabilities denominated in a currency other than the subsidiary’s functional currency. These contracts have expiration dates at various times through December 2025.

The following table summarizes the notional amounts of the Company’s outstanding foreign exchange forwards:


	September 30, 2025				December 31, 2024
Notional amount of currency pair (1) :	Sell		Buy		Sell		Buy
Contracts to sell USD for GBP	$	597	£	442	$	604	£	470
Contracts to sell USD for JPY	$	24	¥	3,500	$	29	¥	4,000
Contracts to sell USD for CAD	$	38	C$	53	$	35	C$	50
Contracts to sell USD for SGD	$	74	S$	95	$	45	S$	59
Contracts to sell USD for EUR	$	105	€	89	$	—	€	—

Contracts to sell USD for INR	$	20	₹	1,729	$	23	₹	1,900

Contracts to sell EUR for USD	€	—	$	—	€	12	$	12

(1) € = euro, £ = British pound, S$ = Singapore dollar, $ = U.S. dollar, ¥ = Japanese yen, C$ = Canadian dollar, ₹= Indian Rupee

Total Return Swaps

The Company has entered into total return swaps to mitigate market-driven changes in the value of certain liabilities associated with the Company's deferred compensation plans. The fair value of these swaps at September 30, 2025 and related gains in the three and nine months ended September 30, 2025 were not material. The notional amount of the total return swaps as of September 30, 2025 and December 31, 2024 was $ 72 million and $ 66 million, respectively.

The following table summarizes the impact to the consolidated statements of operations relating to the gains (losses) on the Company’s derivatives which are not designated as hedging instruments:


Derivatives not designated as accounting hedges	Location on Consolidated Statements of Operations	Three Months Ended September 30,				Nine Months Ended September 30,
		2025		2024		2025		2024
FX forwards	Other non-operating income, net	$	( 17 )	$	39	$	49	$	21
Total return swaps	Operating expense	$	2	$	1	$	5	$	5
Total return swaps	SG&A expense	$	—	$	1	$	1	$	2

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The table below shows the classification between assets and liabilities on the Company’s consolidated balance sheets for the fair value of the derivative instrument as well as the carrying value of its non-derivative debt instruments designated and qualifying as net investment hedges:


	Derivative and Non-Derivative Instruments
	Balance Sheet Location	September 30, 2025		December 31, 2024
Assets:
Derivatives designated as accounting hedges:

Cross-currency swaps designated as net investment hedges	Other assets	$	—	$	58



Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilities	Other current assets	2		—

Total assets		$	2	$	58
Liabilities:
Derivatives designated as accounting hedges:

Interest rate swaps designated as fair value hedges	Accounts payable and accrued liabilities	$	4	$	3
Cross-currency swaps designated as net investment hedges	Other liabilities	480		26
Interest rate swaps designated as fair value hedges	Other liabilities	90		166
Total derivatives designated as accounting hedges		574		195
Non-derivatives designated as accounting hedges:
Long-term debt designated as net investment hedge	Long-term debt	1,468		1,294
Derivatives not designated as accounting hedges:
FX forwards on certain assets and liabilities	Accounts payable and accrued liabilities	4		21
Total liabilities		$	2,046	$	1,510

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NOTE 9. GOODWILL AND OTHER ACQUIRED INTANGIBLE ASSETS

The following table summarizes the activity in goodwill for the periods indicated:


	Nine Months Ended September 30, 2025
	MA						MIS						Consolidated
	Gross goodwill		Accumulated impairment charge		Net goodwill		Gross goodwill		Accumulated impairment charge		Net goodwill		Gross goodwill		Accumulated impairment charge		Net goodwill
Balance at beginning of year	$	5,626	$	( 12 )	$	5,614	$	380	$	—	$	380	$	6,006	$	( 12 )	$	5,994
Additions/ adjustments (1)	136		—		136		8		—		8		144		—		144
Foreign currency translation adjustments	336		—		336		—		—		—		336		—		336
Reclassification to assets held-for-sale (2)	( 9 )		—		( 9 )		—		—		—		( 9 )		—		( 9 )
Ending balance	$	6,089	$	( 12 )	$	6,077	$	388	$	—	$	388	$	6,477	$	( 12 )	$	6,465


	Year Ended December 31, 2024
	MA						MIS						Consolidated
	Gross goodwill		Accumulated impairment charge		Net goodwill		Gross goodwill		Accumulated impairment charge		Net goodwill		Gross goodwill		Accumulated impairment charge		Net goodwill
Balance at beginning of year	$	5,681	$	( 12 )	$	5,669	$	287	$	—	$	287	$	5,968	$	( 12 )	$	5,956
Additions/ adjustments (3)	112		—		112		97		—		97		209		—		209
Foreign currency translation adjustments	( 167 )		—		( 167 )		( 4 )		—		( 4 )		( 171 )		—		( 171 )

Ending balance	$	5,626	$	( 12 )	$	5,614	$	380	$	—	$	380	$	6,006	$	( 12 )	$	5,994

(1) The 2025 additions relate to the acquisition of CAPE Analytics and ICR Chile in 2025.

(2) The 2025 reclassification to assets held-for-sale for the MA segment in the table above relate to the planned divestiture of the MA Learning Solutions business, more fully discussed in Note 12.

(3) The 2024 additions/adjustments primarily relate to certain immaterial acquisitions in 2024 (most notably GCR, Numerated and Praedicat).

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Acquired intangible assets and related amortization consisted of:


	September 30, 2025		December 31, 2024
Customer relationships	$	2,149	$	2,035
Accumulated amortization	( 686 )		( 631 )
Net customer relationships	1,463		1,404
Software/product technology	774		695
Accumulated amortization	( 507 )		( 419 )
Net software/product technology	267		276
Database	163		166
Accumulated amortization	( 99 )		( 89 )
Net database	64		77
Trade names	200		199
Accumulated amortization	( 91 )		( 83 )
Net trade names	109		116
Other (1)	63		67
Accumulated amortization	( 50 )		( 50 )
Net other	13		17
Total acquired intangible assets, net (2)	$	1,916	$	1,890

(1) Other intangible assets primarily consist of trade secrets, covenants not to compete, and acquired ratings methodologies and models.

(2) Excludes approximately $15M of net acquired intangible assets, which were reclassified to assets held-for-sale related to the planned divestiture of the MA Learning Solutions business, more fully discussed in Note 12.

Amortization expense relating to acquired intangible assets is as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Amortization expense	$	55	$	51	$	163	$	148

NOTE 10. RESTRUCTURING

On December 19, 2024, the CEO of Moody’s approved the Strategic and Operational Efficiency Restructuring Program. The Company estimates that upon completion, the program will result in annualized savings of $ 250 million to $ 300 million. This program relates to the Company's strategy to realign its operations toward high priority growth areas and to consolidate certain functions to simplify the organization to enable improved operating efficiency and leverage. This program will primarily include a reduction in staff, the rationalization and exit of certain leased office spaces and the retirement of certain legacy software applications. The program includes $ 170 million to $ 200 million of expected pre-tax personnel-related restructuring charges, an amount that includes severance costs, expense related to the modification of equity awards and other related costs primarily determined under the Company’s existing severance plans. In addition, the program is expected to result in $ 10 million to $ 20 million of non-cash charges from the exit from certain leased office spaces and $ 20 million to $ 30 million of non-cash charges related to incremental amortization of internally developed software due to a reduction in the useful life of the software assets. The savings generated from the Strategic and Operational Efficiency Restructuring Program are expected to strengthen the Company's operating margin, with a portion being deployed to support strategic investments. The Strategic and Operational Efficiency Restructuring Program is expected to be substantially complete by the end of 2026. Cash outlays associated with this program are expected to be $ 170 million to $ 200 million, which are expected to be paid through 2027.

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Total expense included in the accompanying consolidated statements of operations relating to the aforementioned restructuring program is below:


	Three months ended September 30,				Nine months ended September 30,				Cumulative expense incurred
	2025		2024		2025		2024
Strategic and Operational Efficiency Restructuring Program
Employee termination and other related costs (1)	$	21	$	—	$	75	$	—	$	120
Real estate related costs (2)	—		—		4		—		4
Internally developed software-related charges (3)	—		—		2		—		2
Total Restructuring	$	21	$	—	$	81	$	—	$	126

(1) Primarily includes severance costs, expense related to the modification of equity awards and professional service fees related to execution of the restructuring program.

(2) Includes the non-cash acceleration of amortization of ROU Assets that have been abandoned or for which abandonment is planned in future periods.

(3) Includes the non-cash acceleration of amortization of internally developed software that has been abandoned.

Changes to the restructuring liability for the aforementioned restructuring program were as follows:



Balance as of December 31, 2024	$	39











Strategic and Operational Efficiency Restructuring Program:
Cost incurred and adjustments	72
Cash payments	( 79 )
Balance as of September 30, 2025 (1)	$	32

(1) Restructuring liability is primarily comprised of employee termination costs and other severance-related charges.

As of September 30, 2025, substantially all of the remaining $ 32 million restructuring liability is expected to be paid out in the next twelve months.

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NOTE 11. FAIR VALUE

The tables below present information about items that are carried at fair value at September 30, 2025 and December 31, 2024:


	Fair Value Measurement as of September 30, 2025
Description	Balance		Level 1		Level 2
Assets:
Derivatives (1)	$	2	$	—	$	2
Money market funds/mutual funds	115		115		—
Total	$	117	$	115	$	2
Liabilities:
Derivatives (1)	$	578	$	—	$	578
Total	$	578	$	—	$	578


	Fair Value Measurement as of December 31, 2024
Description	Balance		Level 1		Level 2
Assets:
Derivatives (1)	$	58	$	—	$	58
Money market funds/mutual funds	108		108		—
Total	$	166	$	108	$	58
Liabilities:
Derivatives (1)	$	216	$	—	$	216
Total	$	216	$	—	$	216

(1) Represents fair value of certain derivative contracts as more fully described in Note 8 to the consolidated financial statements.

The following are descriptions of the methodologies utilized by the Company to estimate the fair value of its derivative contracts, money market mutual funds and mutual funds:

Derivatives:

In determining the fair value of the derivative contracts in the table above, the Company utilizes industry standard valuation models. Where applicable, these models project future cash flows and discount the future amounts to a present value using spot rates, forward points, currency volatilities, interest rates as well as the risk of non-performance of the Company and the counterparties with whom it has derivative contracts. The Company established strict counterparty credit guidelines and only enters into transactions with financial institutions that adhere to these guidelines. Accordingly, the risk of counterparty default is deemed to be minimal.

Money market funds and mutual funds:

The mutual funds in the table above are deemed to be equity securities with readily determinable fair values with changes in the fair value recognized through net income under ASC Topic 321. The fair value of these instruments is determined using Level 1 inputs as defined in the ASC Topic 820.

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NOTE 12. OTHER BALANCE SHEET AND STATEMENTS OF OPERATIONS INFORMATION

The following tables contain additional detail related to certain balance sheet captions:


	September 30, 2025		December 31, 2024
Other current assets:
Prepaid taxes	$	112	$	81
Prepaid expenses	188		179
Capitalized costs to obtain and fulfill sales contracts	131		131
Foreign exchange forwards on certain assets and liabilities	2		—

Interest receivable on interest rate and cross currency swaps	59		77
Assets held-for-sale	32		—
Other	42		47
Total other current assets	$	566	$	515

Other assets:
Investments in non-consolidated affiliates	$	483	$	465
Deposits for real-estate leases	17		15
Indemnification assets related to acquisitions	116		109
Mutual funds, certificates of deposit and money market deposit accounts/funds	106		98
Company owned life insurance (at contract value)	50		48
Capitalized costs to obtain sales contracts	226		214
Derivative instruments designated as accounting hedges	—		58
Pension and other retirement employee benefits	62		60
Other	75		99
Total other assets	$	1,135	$	1,166

Accounts payable and accrued liabilities:
Salaries and benefits	$	135	$	133
Incentive compensation	263		452
Customer credits, advanced payments and advanced billings	129		142

Dividends	14		32
Professional service fees	40		38
Interest accrued on debt	51		92
Accounts payable	54		53
Income taxes	89		144
Pension and other retirement employee benefits	11		11
Accrued royalties	19		25
Foreign exchange forwards on certain assets and liabilities	4		21
Restructuring liability	36		46

Derivative instruments designated as accounting hedges	4		3
Interest payable on interest rate and cross currency swaps	53		60
Liabilities held-for-sale	32		—
Other	98		92
Total accounts payable and accrued liabilities	$	1,032	$	1,344

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	September 30, 2025		December 31, 2024
Other liabilities:
Pension and other retirement employee benefits	$	208	$	195
Interest accrued on UTPs	63		47
MAKS indemnification provisions	19		19
Income tax liability - non-current portion	—		12
Derivative instruments designated as accounting hedges	570		192

Other	41		52
Total other liabilities	$	901	$	517

Assets and Liabilities Held-for-Sale

In August 2025, the Company entered into a definitive agreement to sell the MA Learning Solutions business. As of September 30, 2025, the assets and liabilities related to this business, which are not material, are classified as held-for-sale. The Company expects the transaction to close during the fourth quarter of 2025.

Investments in non-consolidated affiliates:

The following table provides additional detail regarding Moody's investments in non-consolidated affiliates, as included in other assets in the consolidated balance sheets:


	September 30, 2025		December 31, 2024
Equity method investments (1)	$	119	$	127
Investments measured using the measurement alternative (2)	350		328
Other	14		10
Total investments in non-consolidated affiliates	$	483	$	465
(1) Equity securities in which the Company has significant influence over the investee but does not have a controlling financial interest in accordance with ASC Topic 323.
(2) Equity securities without readily determinable fair value for which the Company has elected to apply the measurement alternative in accordance with ASC Topic 321.

Moody's holds various investments accounted for under the equity method, the most significant of which is the Company's minority investment in CCXI. Moody's also holds various investments measured using the measurement alternative, the most significant of which is the Company's minority interest in BitSight.

Earnings from non-consolidated affiliates, which are included within other non-operating income, net, are disclosed within the table below.

Other non-operating income, net:

The following table summarizes the components of other non-operating income, net:


	Three months ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
FX gains (losses)	$	( 7 )	$	—	$	( 10 )	$	( 7 )
Net periodic pension income - non-service and non-interest cost components	9		9		27		25
Income from investments in non-consolidated affiliates	4		8		18		10
Gain on previously held equity method investments (1)	—		7		—		7
Gain on investments	3		4		8		12
Other	( 1 )		( 3 )		( 1 )		( 2 )
Total	$	8	$	25	$	42	$	45

(1) The amounts for the three and nine months ended September 30, 2024 reflect non-cash gains relating to the step-acquisitions of Praedicat and GCR.

Charges related to asset abandonment:

During the three and nine months ended September 30, 2025, the Company recorded severance charges pursuant to a reduction in staff due to the Company's decision in 2024 to outsource the production of certain sustainability content utilized in our product offerings. During the three and nine months ended September 30, 2024, the Company incurred severance charges and

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incremental amortization expense related to the change in estimated useful lives of certain internally developed software and amortizable intangible assets that are associated with the sustainability content offerings for which production is being outsourced. Cumulative charges relating to this action as of September 30, 2025 were $ 47 million .

NOTE 13. COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE LOSS

The amounts reclassified out of AOCL, as shown in the consolidated statements of comprehensive income, were not material for all periods presented.

The following tables show changes in AOCL by component (net of tax):



	Three Months Ended September 30,
	2025										2024
Gains/(Losses)	Pension and Other Retirement Benefits		Cash Flow Hedges		Foreign Currency Translation Adjustments		Net Investment Hedges		Total		Pension and Other Retirement Benefits		Cash Flow Hedges		Foreign Currency Translation Adjustments		Net Investment Hedges		Total
Balance at June 30,	$	( 41 )	$	( 41 )	$	( 218 )	$	( 219 )	$	( 519 )	$	( 59 )	$	( 43 )	$	( 674 )	$	159	$	( 617 )
Other comprehensive income (loss) before reclassifications	—		—		( 24 )		5		( 19 )		—		—		249		( 136 )		113
Amounts reclassified from AOCL	—		—		—		—		—		—		1		—		—		1
Other comprehensive income (loss)	—		—		( 24 )		5		( 19 )		—		1		249		( 136 )		114
Balance at September 30,	$	( 41 )	$	( 41 )	$	( 242 )	$	( 214 )	$	( 538 )	$	( 59 )	$	( 42 )	$	( 425 )	$	23	$	( 503 )


	Nine Months Ended September 30,
	2025										2024
	Pension and Other Retirement Benefits		Cash Flow Hedges		Foreign Currency Translation Adjustments		Net Investment Hedges		Total		Pension and Other Retirement Benefits		Cash Flow Hedges		Foreign Currency Translation Adjustments		Net Investment Hedges		Total
Balance at December 31,	$	( 39 )	$	( 42 )	$	( 832 )	$	275	$	( 638 )	$	( 56 )	$	( 44 )	$	( 520 )	$	53	$	( 567 )
Other comprehensive income (loss) before reclassifications	( 1 )		—		590		( 489 )		100		( 2 )		—		95		( 30 )		63
Amounts reclassified from AOCL	( 1 )		1		—		—		—		( 1 )		2		—		—		1

Other comprehensive income (loss)	( 2 )		1		590		( 489 )		100		( 3 )		2		95		( 30 )		64
Balance at September 30,	$	( 41 )	$	( 41 )	$	( 242 )	$	( 214 )	$	( 538 )	$	( 59 )	$	( 42 )	$	( 425 )	$	23	$	( 503 )

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NOTE 14. INDEBTEDNESS

The Company’s debt is recorded at its carrying value, which represents the issuance amount plus or minus any issuance premium or discount, except for certain debt as depicted in the table below, which is recorded at the carrying value adjusted for the fair value of an interest rate swap used to hedge the fair value of the note.

The following table summarizes total indebtedness:


September 30, 2025
Notes Payable:	Principal Amount		Fair Value of Interest Rate Swaps (1)		Unamortized (Discount) Premium		Unamortized Debt Issuance Costs		Carrying Value
5.25 % 2014 Senior Notes, due 2044	$	600	$	( 20 )	$	3	$	( 4 )	$	579
1.75 % 2015 Senior Notes, due 2027	587		—		—		( 1 )		586
3.25 % 2017 Senior Notes, due 2028	500		( 4 )		( 1 )		( 1 )		494
4.25 % 2018 Senior Notes, due 2029	400		( 21 )		( 1 )		( 1 )		377
4.875 % 2018 Senior Notes, due 2048	400		( 23 )		( 6 )		( 3 )		368
0.950 % 2019 Senior Notes, due 2030	881		—		( 1 )		( 3 )		877
3.25 % 2020 Senior Notes, due 2050	300		—		( 4 )		( 3 )		293
2.55 % 2020 Senior Notes, due 2060	300		—		( 2 )		( 3 )		295
2.00 % 2021 Senior Notes, due 2031	600		—		( 5 )		( 3 )		592
2.75 % 2021 Senior Notes, due 2041	600		—		( 12 )		( 4 )		584
3.10 % 2021 Senior Notes, due 2061	500		—		( 6 )		( 5 )		489
3.75 % 2022 Senior Notes, due 2052	500		( 23 )		( 8 )		( 4 )		465
4.25 % 2022 Senior Notes, due 2032	500		( 3 )		( 2 )		( 3 )		492
5.00 % 2024 Senior Notes, due 2034	500		—		( 4 )		( 4 )		492
Total long-term debt	$	7,168	$	( 94 )	$	( 49 )	$	( 42 )	$	6,983


December 31, 2024
Notes Payable:	Principal Amount		Fair Value of Interest Rate Swaps (1)		Unamortized (Discount) Premium		Unamortized Debt Issuance Costs		Carrying Value
5.25 % 2014 Senior Notes, due 2044	$	600	$	( 32 )	$	3	$	( 4 )	$	567
1.75 % 2015 Senior Notes, due 2027	518		—		—		( 1 )		517
3.25 % 2017 Senior Notes, due 2028	500		( 13 )		( 2 )		( 1 )		484
4.25 % 2018 Senior Notes, due 2029	400		( 35 )		( 1 )		( 1 )		363
4.875 % 2018 Senior Notes, due 2048	400		( 35 )		( 6 )		( 3 )		356
0.950 % 2019 Senior Notes, due 2030	776		—		( 1 )		( 3 )		772
3.75 % 2020 Senior Notes, due 2025	700		( 3 )		—		—		697
3.25 % 2020 Senior Notes, due 2050	300		—		( 4 )		( 3 )		293
2.55 % 2020 Senior Notes, due 2060	300		—		( 2 )		( 3 )		295
2.00 % 2021 Senior Notes, due 2031	600		—		( 6 )		( 4 )		590
2.75 % 2021 Senior Notes, due 2041	600		—		( 12 )		( 5 )		583
3.10 % 2021 Senior Notes, due 2061	500		—		( 7 )		( 5 )		488
3.75 % 2022 Senior Notes, due 2052	500		( 43 )		( 8 )		( 5 )		444
4.25 % 2022 Senior Notes, due 2032	500		( 8 )		( 2 )		( 3 )		487
5.00 % 2024 Senior Notes, due 2034	500		—		( 4 )		( 4 )		492
Total debt	$	7,694	$	( 169 )	$	( 52 )	$	( 45 )	$	7,428
Current portion									( 697 )
Total long-term debt									$	6,731

(1) The fair value of interest rate swaps in the tables above represents the cumulative amount of fair value hedging adjustments included in the carrying value of the hedged debt.

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Notes Payable

During the first quarter of 2025, the Company fully repaid the $ 700 million of 3.75 % 2020 Senior Notes which had reached maturity.

At September 30, 2025, the Company was in compliance with all covenants contained within all of the debt agreements. All of the debt agreements contain cross default provisions which state that default under one of the aforementioned debt instruments could in turn permit lenders under other debt instruments to declare borrowings outstanding under those instruments to be immediately due and payable. As of September 30, 2025, there were no such cross defaults.

The repayment schedule for the Company’s borrowings is as follows:


Year Ending December 31,	Year Ending Total
2025 (After September 30,)	$	—
2026	—
2027	587
2028	500
2029	400
Thereafter	5,681
Total	$	7,168

Interest expense, net

The following table summarizes the components of interest as presented in the consolidated statements of operations and the cash paid for interest:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Income	$	14	$	28	$	51	$	73
Expense on borrowings (1)	( 59 )		( 79 )		( 193 )		( 227 )
Expense on UTPs and other tax related liabilities	( 6 )		( 3 )		( 17 )		( 12 )
Net periodic pension costs - interest component	( 7 )		( 6 )		( 21 )		( 19 )
Interest expense, net	$	( 58 )	$	( 60 )	$	( 180 )	$	( 185 )
Interest paid (2)	$	56	$	83	$	192	$	234

(1) Expense on borrowings includes interest on long-term debt, as well as realized gains/losses related to interest rate and cross currency swaps, which are more fully discussed in Note 8.

(2) Interest paid includes net settlements on interest rate and cross currency swaps, which are more fully discussed in Note 8.

The fair value and carrying value of the Company’s debt as of September 30, 2025 and December 31, 2024 are as follows:


	September 30, 2025				December 31, 2024
	Carrying Value		Estimated Fair Value		Carrying Value		Estimated Fair Value
Total debt	$	6,983	$	6,283	$	7,428	$	6,601

The fair value of the Company’s debt is estimated based on quoted prices in active markets as of the reporting date, which are considered Level 1 inputs within the fair value hierarchy.

NOTE 15. LEASES

The Company has operating leases, substantially all of which relate to the lease of office space. The Company’s leases which are classified as finance leases are not material to the consolidated financial statements. Certain of the Company’s leases include options to renew, with renewal terms that can extend the lease term from one year to 20 years at the Company’s discretion.

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The following table presents the components of the Company’s lease cost:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Operating lease cost	$	22	$	23	$	66	$	66
Sublease income	( 2 )		( 1 )		( 6 )		( 5 )
Variable lease cost	5		5		15		16
Total lease cost	$	25	$	27	$	75	$	77

The following tables present other information related to the Company’s operating leases:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Cash paid for amounts included in the measurement of operating lease liabilities	$	30	$	31	$	91	$	90
Right-of-use assets obtained in exchange for new operating lease liabilities	$	95	$	15	$	142	$	20


	September 30, 2025		September 30, 2024
Weighted-average remaining lease term	6.5 years		4.0 years
Weighted-average discount rate applied to operating leases	4.6	%	3.2	%

The following table presents a maturity analysis of the future minimum lease payments included within the Company’s operating lease liabilities at September 30, 2025:


Year Ending December 31,	Operating Leases
2025 (After September 30,)	$	28
2026	100
2027	86
2028	31
2029	35
After 2029	177
Total lease payments (undiscounted)	457
Less: Interest	77
Present value of lease liabilities:	$	380
Lease liabilities - current	$	98
Lease liabilities - noncurrent	$	282

NOTE 16. CONTINGENCIES

Given the nature of the Company's activities, Moody’s and its subsidiaries are subject to legal and tax proceedings, governmental, regulatory and legislative investigations, subpoenas and other inquiries, and claims and litigation by governmental and private parties that are based on ratings assigned by MIS or that are otherwise incidental to the Company’s business. Moody’s and MIS also are subject to periodic reviews, inspections, examinations and investigations by regulators in the U.S. and other jurisdictions, any of which may result in claims, legal proceedings, assessments, fines, penalties or restrictions on business activities. Moody’s also is subject to ongoing tax audits as addressed in Note 5 to the consolidated financial statements.

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

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

NOTE 17. SEGMENT INFORMATION

The Company is organized into two operating segments: MA and MIS and accordingly, the Company reports in two reportable segments: MA and MIS.

Revenue for MA and expenses for MIS include an intersegment fee charged to MIS from MA for certain MA products and services utilized in MIS’s ratings process. Additionally, revenue for MIS and expenses for MA include intersegment fees charged to MA for the rights to use and distribute content, data and products developed by MIS. These intersegment fees are generally based on the market value of the products and services being transferred between the segments.

Overhead expenses include costs such as rent and occupancy, information technology and support staff such as finance, human resources and legal. Such costs and corporate expenses that exclusively benefit one segment are fully charged to that segment.

For overhead costs and corporate expenses that benefit both segments, costs are generally allocated to each segment based on historical/budgeted revenue amounts.

“Eliminations” in the following table represent intersegment revenue/expense. Moody’s does not report the Company’s assets by reportable segment, as this metric is not used by the CODM to allocate resources to the segments. Consequently, it is not practical to show assets by reportable segment.

Financial Information by Segment

The table below shows revenue, significant expenses regularly provided to the CODM and Adjusted Operating Income by reportable segment. The CODM, identified as the Company's CEO, utilizes the Adjusted Operating Income measure to assess the profitability of the Company and each of its reportable segments each quarter. Adjusted Operating Income is used in our budgeting and forecasting process, enabling the allocation of capital resources across the Company's strategic initiatives.

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	Three Months Ended September 30,
	2025								2024
	MA		MIS		Eliminations		Consolidated		MA		MIS		Eliminations		Consolidated
Total external revenue	$	909	$	1,098	$	—	$	2,007	$	831	$	982	$	—	$	1,813
Intersegment revenue	3		50		( 53 )		—		3		48		( 51 )		—
Revenue	912		1,148		( 53 )		2,007		834		1,030		( 51 )		1,813
Compensation expense	352		283		—		635		350		318		—		668
Non-compensation expense	197		113		—		310		183		95		—		278
Intersegment expense	50		3		( 53 )		—		48		3		( 51 )		—
Operating, SG&A	599		399		( 53 )		945		581		416		( 51 )		946
Adjusted Operating Income	$	313	$	749	$	—	$	1,062	$	253	$	614	$	—	$	867
Less:
Depreciation and amortization	101		22		—		123		88		20		—		108

Restructuring	15		6		—		21		4		2		—		6
Charges related to asset abandonment	1		—		—		1		15		—		—		15
Operating Income							$	917							$	738
Non-operating (expense) income, net							$	( 50 )							$	( 35 )
Income before provision for income taxes							$	867							$	703

	Nine Months Ended September 30,
	2025								2024
	MA		MIS		Eliminations		Consolidated		MA		MIS		Eliminations		Consolidated
Total external revenue	$	2,656	$	3,173	$	—	$	5,829	$	2,432	$	2,984	$	—	$	5,416
Intersegment revenue	9		149		( 158 )		—		10		144		( 154 )		—
Revenue	2,665		3,322		( 158 )		5,829		2,442		3,128		( 154 )		5,416
Compensation expense	1,069		843		—		1,912		1,023		867		—		1,890
Non-compensation expense	589		306		—		895		554		297		—		851
Intersegment expense	149		9		( 158 )		—		144		10		( 154 )		—
Operating, SG&A	1,807		1,158		( 158 )		2,807		1,721		1,174		( 154 )		2,741
Adjusted Operating Income	$	858	$	2,164	$	—	$	3,022	$	721	$	1,954	$	—	$	2,675
Less:
Depreciation and amortization	292		64		—		356		260		58		—		318
Restructuring	59		22		—		81		7		6		—		13
Charges related to asset abandonment	4		—		—		4		30		—		—		30
Operating Income							$	2,581							$	2,314
Non-operating (expense) income, net							$	( 138 )							$	( 140 )
Income before provision for income taxes							$	2,443							$	2,174

The table below shows cumulative restructuring expense incurred through September 30, 2025 by reportable segment.


	MA		MIS		Total




Strategic and Operational Efficiency Restructuring Program	$	93	$	33	$	126

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The costs expected to be incurred related to the Strategic and Operational Efficiency Restructuring Program are $ 125 million to $ 155 million for the MA segment and $ 75 million to $ 95 million for the MIS segment, which include allocations of charges associated with corporate functions. This restructuring program is more fully discussed in Note 10.

Consolidated Revenue Information by Geographic Area


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
United States	$	1,118	$	999	$	3,175	$	2,942
Non-U.S.:
EMEA	594		546		1,776		1,654
Asia-Pacific	180		157		521		476
Americas	115		111		357		344
Total Non-U.S.	889		814		2,654		2,474
Total	$	2,007	$	1,813	$	5,829	$	5,416

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

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

This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains Forward-Looking Statements. See “Forward-Looking Statements” commencing on page 86 for a discussion of uncertainties, risks and other factors associated with these statements.

THE COMPANY

In a world shaped by increasingly interconnected risks, Moody's data, insights, and innovative technologies help customers develop a holistic view of their world and unlock opportunities. With a rich history of experience in global markets and a diverse workforce of approximately 16,000 across more than 40 countries, Moody's gives customers the comprehensive perspective needed to act with confidence and thrive. Moody’s has two reportable segments: MA and MIS.



Moody's Analytics			Moody's Investors Service

MA provides data, intelligence and analytical tools to help business and financial leaders make confident decisions.			For more than 115 years, MIS has been a leading provider of credit ratings, research, and risk analysis helping businesses, governments, and other entities around the globe.

MA is comprised of: i) a premier fixed income and economic research business (Research & Insights); ii) a data business powered by the world’s largest database on companies and credit (Data & Information); and iii) three cloud-based subscription businesses serving banking, insurance and KYC workflows (Decision Solutions).

Critical Accounting Estimates

Moody’s discussion and analysis of its financial condition and results of operations are based on the Company’s consolidated financial statements, which have been prepared in accordance with 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 acquired intangible assets, pension and other retirement benefits, investments in non-consolidated affiliates, and income taxes. 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, 2024, 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 other than the update below relating to the Company's assessment of goodwill for impairment.

Goodwill

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

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 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.

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At July 31, 2025, the Company performed qualitative assessments for each of the three reporting units. 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.

Reportable Segments

The Company is organized into two reportable segments as of September 30, 2025: MA and MIS, which are more fully described in the section entitled “The Company” above and in Note 17 to the consolidated financial statements.

RESULTS OF OPERATIONS

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

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

(2) Refer to the section entitled "Key Performance Metrics" of this MD&A for the definition and methodology that the Company utilizes to calculate this metric.

Three months ended September 30, 2025 compared with three months ended September 30, 2024

Executive Summary

The following table provides an executive summary of key operating results for the quarter ended September 30, 2025. Following this executive summary is a more detailed discussion of the Company’s operating results as well as a discussion of the operating results of the Company’s reportable segments.

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	Three Months Ended September 30,
Financial measure:	2025			2024			% Change Favorable (Unfavorable)		Insight and Key Drivers of Change Compared to Prior Year
Moody's total revenue	$	2,007		$	1,813		11	%	— reflects revenue growth in both segments
MA external revenue	$	909		$	831		9	%	— sustained demand for insurance and KYC offerings; — ongoing strong demand for ratings data feeds and company data applications; and — continued demand for credit research product offerings — Organic constant currency revenue (1) growth was 6% and ARR (2) increased 8%
MIS external revenue	$	1,098		$	982		12	%	— strong investor demand and tight credit spreads supported revenue growth in all ratings LOBs, led by: — an increase in leveraged finance issuance (which includes bank loans and speculative-grade bonds); and — strong issuance activity from infrequent issuers in the FIG banking sector
Total operating and SG&A expenses	$	945		$	946		—	%	— a decrease in incentive compensation, which aligns with actual/projected financial and operational performance; offset by — higher salaries reflecting an increase in headcount as well as annual salary increases in both segments; — costs to support operating growth; and — an increase in charitable contributions
Depreciation and amortization	$	123		$	108		(14	%)	— higher amortization of internally developed software, primarily related to the development of MA SaaS solutions; and — amortization of recently acquired intangible assets
Restructuring	$	21		$	6		(250	%)	— relates to the Company's restructuring programs. The Strategic and Operational Efficiency Restructuring Program is more fully discussed in Note 10 to the consolidated financial statements
Charges related to asset abandonment	$	1		$	15		93	%	— costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, more fully discussed in Note 12 to the consolidated financial statements
Total non-operating (expense) income, net	$	(50)		$	(35)		(43	%)	— an increase in FX losses; and — gains recorded on previously held equity investments in the prior year, more fully discussed in Note 12 to the consolidated financial statements
Operating margin	45.7		%	40.7		%	500	BPS	— Operating margin and Adjusted Operating Margin (1) expansion reflects revenue growth coupled with disciplined cost management
Adjusted Operating Margin (1)	52.9		%	47.8		%	510	BPS
ETR	25.4		%	24.0		%	140	BPS	— reflects tax benefits recognized in the third quarter of 2024, which resulted from the resolutions of uncertain tax positions, coupled with an increase in current year state income taxes
Diluted EPS	$	3.60		$	2.93		23	%	— increase reflects the aforementioned revenue growth and margin expansion
Adjusted Diluted EPS (1)	$	3.92		$	3.21		22	%

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Moody's Corporation


	Three Months Ended September 30,						% Change Favorable (Unfavorable)
	2025			2024
Revenue:
United States	$	1,118		$	999		12	%
Non-U.S.:
EMEA	594			546			9	%
Asia-Pacific	180			157			15	%
Americas	115			111			4	%
Total Non-U.S.	889			814			9	%
Total	2,007			1,813			11	%
Expenses:
Operating	492			512			4	%
SG&A	453			434			(4	%)
Depreciation and amortization	123			108			(14	%)
Restructuring	21			6			(250	%)
Charges related to asset abandonment	1			15			93	%



Total	1,090			1,075			(1	%)
Operating income	$	917		$	738		24	%
Adjusted Operating Income (1)	$	1,062		$	867		22	%
Interest expense, net	$	(58)		$	(60)		3	%
Other non-operating income, net	8			25			(68	%)
Non-operating (expense) income, net	$	(50)		$	(35)		(43	%)

Net income attributable to Moody's	$	646		$	534		21	%
Diluted weighted average shares outstanding	179.6			182.5			2	%
Diluted EPS attributable to Moody's common shareholders	$	3.60		$	2.93		23	%
Adjusted Diluted EPS (1)	$	3.92		$	3.21		22	%
Operating margin	45.7		%	40.7		%
Adjusted Operating Margin (1)	52.9		%	47.8		%
ETR	25.4		%	24.0		%

The table below shows Moody’s global staffing by geographic area:


		September 30,		Change
		2025	2024	%

MA	U.S.	2,853	2,971	(4	%)
	Non-U.S.	5,106	5,182	(1	%)
	Total	7,959	8,153	(2	%)
MIS	U.S.	1,572	1,559	1	%
	Non-U.S.	4,257	4,136	3	%
	Total	5,829	5,695	2	%


MSS	U.S.	680	689	(1	%)
	Non-U.S.	1,484	1,239	20	%
	Total	2,164	1,928	12	%

Total MCO	U.S.	5,105	5,219	(2	%)
	Non-U.S.	10,847	10,557	3	%
	Total	15,952	15,776	1	%

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GLOBAL REVENUE

Three months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________

Global revenue ⇑ $194 million

U.S. Revenue ⇑ $119 million

Non-U.S. Revenue ⇑ $75 million

The 11% increase in global revenue reflects growth in MA of 9% and MIS of 12%. On an organic constant currency basis, revenue (1) grew 9%. Refer to the section entitled “Segment Results” of this MD&A for a more comprehensive discussion of the Company’s segment revenue.


						Third Quarter Operating Expense ⇓ $20 million


Compensation expenses of $364 million decreased $30 million, reflecting:						Non-compensation expenses of $128 million increased $10 million, reflecting:
— a decrease in incentive compensation, which aligns with actual/projected financial and operational performance; partially offset by						— increase in costs to support operating growth, including investments to support technology and innovation

— growth in salaries and benefits attributable to recent acquisitions as well as hiring and salary increases

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						Third Quarter SG&A Expense ⇑ $19 million


Compensation expenses of $271 million decreased $3 million, reflecting:			Non-compensation expenses of $182 million increased $22 million, reflecting:
— a decrease in incentive compensation, which aligns with actual/projected financial and operational performance; partially offset by			— an increase in charitable contributions; and
			— an increase in costs to support operating growth, including investments to support technology and innovation
— growth in salaries and benefits attributable to hiring and salary increases as well as recent acquisitions


Depreciation and amortization

The increase is primarily driven by amortization of internally developed software, which relates to the development of MA SaaS solutions, as well as amortization of recently acquired intangible assets.


Restructuring

The amounts reflect charges and adjustments related to the Company's restructuring programs. The Strategic and Operational Efficiency Restructuring Program is more fully discussed in Note 10 to the consolidated financial statements.

Operating margin 45.7%, ⇑ 500 BPS

Adjusted Operating Margin (1) 52.9%, ⇑ 510 BPS

Operating margin and Adjusted Operating Margin (1) expansion reflects revenue growth coupled with disciplined cost management.

Interest Expense, net ⇓ $2 million

Other non-operating income ⇓ $17 million

Interest expense was generally in line with prior year with the following offsetting factors:

Decrease in income is primarily due to:

— lower interest expense on borrowings of $20 million attributable to favorable impacts from fixed-to-floating interest rate swaps reflecting a lower interest rate environment compared to the prior year, coupled with a decrease in debt outstanding; partially offset by

— an increase in FX losses of $7 million; and

— gains of $7 million recorded on previously held equity investments in the prior year, more fully discussed in Note 12 to the consolidated financial statements

— a decrease in interest income of $14 million reflecting lower cash and short-term investment balances coupled with lower interest rates


						ETR ⇑ 140 BPS

The ETR was higher than the prior year reflecting tax benefits recognized in the third quarter of 2024, which resulted from the resolutions of uncertain tax positions, coupled with an increase in current year state income taxes.

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Diluted EPS ⇑ $0.67

Adjusted Diluted EPS (1) ⇑ $0.71

Both diluted EPS and Adjusted Diluted EPS (1) growth is mostly attributable to the aforementioned revenue growth and margin expansion.

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Segment Results

Moody’s Analytics

The table below provides a summary of revenue and operating results, followed by further insight and commentary:


	Three Months Ended September 30,						% Change Favorable (Unfavorable)
	2025			2024
Revenue:
Decision Solutions (DS)	$	424		$	383		11	%
Research and Insights (R&I)	252			235			7	%
Data and Information (D&I)	233			213			9	%
Total external revenue	909			831			9	%
Intersegment revenue	3			3			—	%
Total MA revenue	912			834			9	%
Expenses:
Operating and SG&A (external)	549			533			(3	%)
Operating and SG&A (intersegment)	50			48			(4	%)
Total operating and SG&A	599			581			(3	%)











Adjusted Operating Income	$	313		$	253		24	%


Adjusted Operating Margin	34.3		%	30.3		%

Depreciation and amortization	101			88			(15	%)
Restructuring	15			4			(275	%)
Charges related to asset abandonment	1			15			93	%

MOODY'S ANALYTICS REVENUE


Three months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


MA: Global revenue ⇑ $78 million			U.S. Revenue ⇑ $40 million			Non-U.S. Revenue ⇑ $38 million

The 9% increase in global MA revenue reflects growth both in the U.S. (12%) and internationally (8%).

– Organic constant currency revenue (1) growth was 6%.

– Recurring revenue growth and organic constant currency recurring revenue (1) growth was 11% and 8%, respectively.

– ARR (2) increased 8%.

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

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DECISION SOLUTIONS REVENUE

Three months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


DS: Global revenue ⇑ $41 million			U.S. Revenue ⇑ $23 million			Non-U.S. Revenue ⇑ $18 million

Global DS revenue for the three months ended September 30, 2025 and 2024 was comprised as follows:

Global DS revenue grew 11% compared to the third quarter of 2024 and reflects increases in the U.S. (16%) and internationally (8%). Organic constant currency revenue (1) and organic constant currency recurring revenue (1) growth for DS was 6% and 9%, respectively.

The most notable drivers of the growth are as follows:

– Insurance revenue grew 16%

– recurring revenue growth of 18% in Insurance was attributable to:

– continued demand for subscription-based catastrophe models; 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) growth and organic constant currency recurring revenue (1) growth for Insurance was 8% and 11%, respectively

– ARR (2) grew 8% reflecting the continued demand for subscription-based catastrophe and actuarial models

– KYC revenue grew 19%

– recurring revenue growth of 22% reflects strong demand and customer retention for the suite of KYC solutions

– Organic constant currency revenue (1) growth and organic constant currency recurring revenue (1) growth in KYC was 16% and 18%, respectively

– ARR (2) grew 16%, reflecting the aforementioned strong demand for KYC solutions

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– Banking revenue was in line with the prior year

– recurring revenue growth of 3% within Banking reflected:

– expansion of existing customer relationships to cloud hosted subscription-based banking offerings, which enable customers' lending, risk management and finance workflows; and

– revenue from Numerated, which the Company acquired in the fourth quarter of 2024;

partially offset by:

– a decline in revenue from installed software subscriptions

– Transaction revenue declined 11%

– The aforementioned declines in installed software subscriptions and transaction revenue reflect MA's continued strategic shift to cloud hosted subscription-based solutions

– Organic constant currency revenue (1) declined by 3% and organic constant currency recurring revenue (1) was in line with the prior year

– ARR (2) grew 7% reflecting the aforementioned expansion of existing customer relationships to subscription-based banking offerings

The aforementioned factors contributed to overall ARR (2) growth for DS of 10%.

RESEARCH AND INSIGHTS REVENUE


Three months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_________________________________________________ __ ________________________________________________


R&I: Global revenue ⇑ $17 million			U.S. Revenue ⇑ $9 million			Non-U.S. Revenue ⇑ $8 million

Global R&I revenue increased 7% compared to the third quarter of 2024 and reflects growth in both the U.S. (7%) and internationally (7%).

The revenue increase was mainly driven by sales growth and improved retention rates from the credit research product offering, which contributed to R&I ARR (2) growth of 8%.

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DATA AND INFORMATION REVENUE


Three months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

__________________________________________________ __ ____________________________________________________


D&I: Global revenue ⇑ $20 million			U.S. Revenue ⇑ $8 million			Non-U.S. Revenue ⇑ $12 million

Global D&I revenue increased 9% compared to the third quarter of 2024 and reflects growth in both the U.S. (11%) and internationally (9%). Organic constant currency revenue (1) growth for D&I was 7%.

The revenue increase was mainly driven by continued demand for ratings data feeds and company data applications which contributed to ARR (2) growth of 7%.


						MA: Third Quarter Operating and SG&A Expense ⇑ $16 million

Compensation expenses of $352 million were in line with the prior year reflecting:

Non-compensation expenses of $197 million increased $14 million:

— growth in salaries and benefits driven largely by recent acquisitions; offset by

— the increase is mainly attributable to costs to support operating growth, including investments to support technology and innovation

— benefits from operational efficiency and cost savings from the Strategic and Operational Efficiency Restructuring Program


						MA: Adjusted Operating Margin 34.3% ⇑ 400 BPS

Adjusted Operating Margin expansion primarily reflects the aforementioned 9% increase in global MA revenue, partially offset by modest growth of 3% in operating and SG&A expenses, supported by operational efficiency and cost savings from the Strategic and Operational Efficiency Restructuring Program and ongoing disciplined cost management.

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Depreciation and amortization

The increase in depreciation and amortization expense reflects higher amortization of internally developed software relating to the development of SaaS-based solutions as well as the amortization of recently acquired intangible assets.


Restructuring

Moody’s Investors Service

The table below provides a summary of revenue and operating results, followed by further insight and commentary:


	Three Months Ended September 30,						% Change Favorable (Unfavorable)
	2025			2024
Revenue:
Corporate finance (CFG)	$	576		$	515		12	%
Structured finance (SFG)	146			135			8	%
Financial institutions (FIG)	208			170			22	%
Public, project and infrastructure finance (PPIF)	161			154			5	%
Total ratings revenue	1,091			974			12	%
MIS Other	7			8			(13	%)
Total external revenue	1,098			982			12	%
Intersegment revenue	50			48			4	%
Total MIS revenue	1,148			1,030			11	%
Expenses:
Operating and SG&A (external)	396			413			4	%
Operating and SG&A (intersegment)	3			3			—	%
Total operating and SG&A	399			416			4	%








Adjusted Operating Income	$	749		$	614		22	%


Adjusted Operating Margin	65.2		%	59.6		%

Depreciation and amortization	22			20			(10	%)
Restructuring	6			2			(200	%)

The following chart presents changes in rated issuance volumes compared to the third quarter of 2024. To the extent that changes in rated issuance volumes had a material impact to MIS's revenue compared to the prior year, those impacts are discussed below.

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MOODY'S INVESTORS SERVICE REVENUE

Three months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


MIS: Global revenue ⇑ $116 million			U.S. Revenue ⇑ $79 million			Non-U.S. Revenue ⇑ $37 million

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

CFG REVENUE

Three months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


CFG: Global revenue ⇑ $61 million			U.S. Revenue ⇑ $41 million			Non-U.S. Revenue ⇑ $20 million

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Global CFG revenue for the three months ended September 30, 2025 and 2024 was comprised as follows:

* Other includes: recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations as well as fees from programs such as commercial paper, medium term notes, and ICRA corporate finance revenue.

The increase in CFG revenue of 12% reflects growth in the U.S. (11%) and internationally (13%).

Transaction revenue increased $51 million compared to the same period in the prior year, which primarily reflected:

– higher leveraged finance (which includes bank loans and speculative-grade bonds) issuance activity reflecting:

– strong investor demand as yields remained high;

– continued tight credit spreads; and

– speculative-grade issuers opportunistically refinancing upcoming debt maturities in response to favorable market conditions

partially offset by:

– lower investment grade revenue compared to a strong prior year comparative.

Recurring revenue increased $10 million, primarily reflecting the impact of annual price increases and higher monitored credits.

SFG REVENUE

Three months ended September 30,

2025 --------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


SFG: Global revenue ⇑ $11 million			U.S. Revenue ⇑ $10 million			Non-U.S. Revenue ⇑ $1 million

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Global SFG revenue for the three months ended September 30, 2025 and 2024 was comprised as follows:

The increase in SFG revenue of 8% reflects growth in the U.S. (10%) and internationally (3%).

Transaction revenue increased $8 million compared to the third quarter of 2024, mainly attributable to tight spreads and strong investor demand, which supported:

– strong CLO deal formation supported by higher bank loan issuance; and

– higher issuance activity in U.S. RMBS.

FIG REVENUE

Three months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


FIG: Global revenue ⇑ $38 million			U.S. Revenue ⇑ $21 million			Non-U.S. Revenue ⇑ $17 million

Global FIG revenue for the three months ended September 30, 2025 and 2024 was comprised as follows:

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The increase in FIG revenue of 22% reflects growth in the U.S. (23%) and internationally (21%).

Transaction revenue increased $31 million compared to the third quarter of 2024, mainly due to growth in the banking sector, which was attributable to a favorable issuance mix from infrequent issuer activity.

PPIF REVENUE

Three months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


PPIF: Global revenue ⇑ $7 million			U.S. Revenue ⇑ $8 million			Non-U.S. Revenue ⇓ 1 million

Global PPIF revenue for the three months ended September 30, 2025 and 2024 was comprised as follows:

The increase in PPIF revenue of 5% reflects growth in the U.S. (8%), partially offset by declines internationally (2%).

Transaction revenue increased $2 million compared to the third quarter of 2024, driven by a favorable issuance mix in U.S. Public Finance, particularly in the regional and municipal sectors.

Recurring revenue increased $5 million, driven by the impact of annual price increases and higher monitored credits.

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						MIS: Third Quarter Operating and SG&A Expense ⇓ $17 million

Compensation expenses of $283 million decreased $35 million reflecting:

Non-compensation expenses of $113 million increased $18 million reflecting:

— a decrease in incentive compensation aligned with actual/projected financial and operating performance; partially offset by:

— an increase in charitable contributions; and

— an increase in costs to support operating growth

— growth in salaries and benefits reflecting higher headcount and annual salary increases.

MIS: Adjusted Operating Margin 65.2% ⇑ 560 BPS

MIS Adjusted Operating Margin expansion primarily reflects the aforementioned 12% increase in revenue, partially offset by growth of 4% in operating and SG&A expenses.


Restructuring

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Nine months ended September 30, 2025 compared with nine months ended September 30, 2024

Executive Summary

The following table provides an executive summary of key operating results for the nine months ended September 30, 2025. Following this executive summary is a more detailed discussion of the Company’s operating results as well as a discussion of the operating results of the Company’s reportable segments.


	Nine Months Ended September 30,
Financial measure:	2025			2024			% Change Favorable (Unfavorable)		Insight and Key Drivers of Change Compared to Prior Year
Moody's total revenue	$	5,829		$	5,416		8	%	— reflects revenue growth in both segments
MA external revenue	$	2,656		$	2,432		9	%	— sustained demand for insurance and KYC offerings; — continued demand for credit research product offerings; and — ongoing demand for ratings data feeds — Organic constant currency revenue (1) growth was 7%, and ARR (2) grew 8%
MIS external revenue	$	3,173		$	2,984		6	%	— strong investor demand and tight credit spreads supported revenue growth in all ratings LOBs
Total operating and SG&A expenses	$	2,807		$	2,741		(2	%)	— higher salaries and benefits reflecting an increase in headcount and annual salary increases; partially offset by — a decrease in incentive compensation which aligns with actual/projected financial and operational performance
Depreciation and amortization	$	356		$	318		(12	%)	— higher amortization of internally developed software, primarily related to the development of MA SaaS solutions; and — amortization of recently acquired intangible assets
Restructuring	$	81		$	13		NM		— relates to the Company's restructuring programs. The Strategic and Operational Efficiency Restructuring Program is more fully discussed in Note 10 to the consolidated financial statements
Charges related to asset abandonment	$	4		$	30		87	%	— costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which is more fully discussed in Note 12 to the consolidated financial statements
Total non-operating (expense) income, net	$	(138)		$	(140)		1	%	— in line with prior year
Operating margin	44.3		%	42.7		%	160 BPS		— Operating margin and Adjusted Operating Margin (1) expansion reflects revenue growth coupled with disciplined cost management
Adjusted Operating Margin (1)	51.8		%	49.4		%	240 BPS
ETR	24.2		%	23.5		%	(70 BPS)		— generally in line with the prior year
Diluted EPS	$	10.26		$	9.09		13	%	— increase reflects the aforementioned revenue growth and margin expansion
Adjusted Diluted EPS (1)	$	11.30		$	9.85		15	%

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Moody’s Corporation


	Nine Months Ended September 30,						% Change Favorable (Unfavorable)
	2025			2024
Revenue:
United States	$	3,175		$	2,942		8	%
Non-U.S.:
EMEA	1,776			1,654			7	%
Asia-Pacific	521			476			9	%
Americas	357			344			4	%
Total Non-U.S.	2,654			2,474			7	%
Total	5,829			5,416			8	%
Expenses:
Operating	1,472			1,448			(2	%)
SG&A	1,335			1,293			(3	%)
Depreciation and amortization	356			318			(12	%)
Restructuring	81			13			NM
Charges related to asset abandonment	4			30			87	%


Total	3,248			3,102			(5	%)
Operating income	$	2,581		2,314			12	%
Adjusted Operating Income (1)	$	3,022		2,675			13	%
Interest expense, net	$	(180)		(185)			3	%
Other non-operating income, net	42			45			(7	%)
Non-operating (expense) income, net	$	(138)		(140)			1	%

Net income attributable to Moody’s	$	1,849		$	1,663		11	%
Diluted weighted average shares outstanding	180.2			183.0			2	%
Diluted EPS attributable to Moody’s common shareholders	$	10.26		$	9.09		13	%
Adjusted Diluted EPS (1)	$	11.30		$	9.85		15	%
Operating margin	44.3		%	42.7		%
Adjusted Operating Margin (1)	51.8		%	49.4		%
Effective tax rate	24.2		%	23.5		%

GLOBAL REVENUE


Nine months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________

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Global revenue ⇑ $413 million

U.S. Revenue ⇑ $233 million

Non-U.S. Revenue ⇑ $180 million

Growth in global revenue reflected increases in both MA and MIS, both in the U.S. and internationally. Refer to the section entitled “Segment Results” of this MD&A for a more comprehensive discussion of the Company’s segment revenue.


						YTD Operating Expense ⇑ $24 million


Compensation expenses of $1,094 million increased $8 million, reflecting:						Non-compensation expenses of $378 million increased $16 million, reflecting:
— growth in salaries and benefits attributable to hiring and salary increases to support continued growth in the business as well as recent acquisitions; partially offset by						— costs associated with recent acquisitions; and
						— increase in costs to support operating growth, including investments to support technology and innovation
— a decrease in incentive compensation, which aligns with actual/projected financial and operational performance


						YTD SG&A Expense ⇑ $42 million


Compensation expenses of $818 million increased $14 million, reflecting:			Non-compensation expenses of $517 million increased $28 million, reflecting:
— growth in salaries and benefits attributable to recent acquisitions as well as hiring and annual salary increases; partially offset by			— costs associated with recent acquisitions; and
			— an increase in charitable contributions
— a decrease in incentive compensation, which aligns with actual/projected financial and operational performance

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Depreciation and amortization

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


Restructuring


Charges related to asset abandonment

Reflects costs related to the Company's decision to outsource the production of certain sustainability content utilized in our product offerings, which is more fully discussed in Note 12 to the consolidated financial statements.

Operating margin 44.3%, ⇑ 160 BPS

Adjusted Operating Margin (1) 51.8%, ⇑ 240 BPS

Operating margin and Adjusted Operating Margin (1) expansion reflects the 8% increase in revenue, partially offset by growth of 5% in operating and SG&A expenses.

Interest Expense, net ⇓ $5 million

Other non-operating income ⇓ $3 million


The decrease in interest expense is primarily due to:						Other non-operating income was generally in line compared to the prior year
— lower interest expense on borrowings of $34 million is attributable to favorable impacts from fixed-to-floating interest rate swaps reflecting a lower interest rate environment compared to the prior year, coupled with a decrease in debt outstanding; partially offset by
— lower interest income of $22 million reflecting lower cash and short-term investment balances and lower interest rates


						ETR ⇑ 70 BPS

The ETR was generally in line with the prior year.

Diluted EPS ⇑ $1.17

Adjusted Diluted EPS (1) ⇑ $1.45

Both diluted EPS and Adjusted Diluted EPS (1) growth is mostly attributable to the aforementioned growth in revenue and operating income/adjusted operating income (2) .

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Segment Results

Moody’s Analytics

The table below provides a summary of revenue and operating results, followed by further insight and commentary:


	Nine Months Ended September 30,						% Change Favorable (Unfavorable)
	2025			2024
Revenue:
Decision Solutions (DS)	$	1,242		$	1,114		11	%
Research and Insights (R&I)	737			683			8	%
Data and Information (D&I)	677			635			7	%
Total external revenue	2,656			2,432			9	%
Intersegment revenue	9			10			(10	%)
Total MA Revenue	2,665			2,442			9	%
Expenses:
Operating and SG&A (external)	1,658			1,577			(5	%)
Operating and SG&A (intersegment)	149			144			(3	%)


Total operating and SG&A expense	1,807			1,721			(5	%)


Adjusted Operating Income	$	858		$	721		19	%

Adjusted Operating Margin	32.2		%	29.5		%

Depreciation and amortization	292			260			(12	%)
Restructuring	59			7			NM
Charges related to asset abandonment	4			30			87	%

MOODY'S ANALYTICS REVENUE


Nine months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


MA: Global revenue ⇑ $224 million			U.S. Revenue ⇑ $121 million			Non-U.S. Revenue ⇑ $103 million

The 9% increase in global MA revenue reflects growth both in the U.S. (12%) and internationally (7%).

– 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%.

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

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DECISION SOLUTIONS REVENUE


Nine months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


DS: Global revenue ⇑ $128 million			U.S. Revenue ⇑ $76 million			Non-U.S. Revenue ⇑ $52 million

Global DS revenue for the nine months ended September 30, 2025 and 2024 was comprised as follows:

Global DS revenue grew 11% compared to the first nine months of 2024 and reflects increases in both the U.S. (18%) and internationally (7%). Organic constant currency revenue (1) and organic constant currency recurring revenue (1) growth for DS was 7% and 10%, respectively. ARR (2) growth was 10%.

The most notable drivers of the growth are as follows:

– Insurance revenue grew 14%

– 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 for Insurance was 7% and 9%, respectively

– ARR (2) grew 8%, 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 reflecting 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 19%, respectively

– ARR (2) grew 16%, 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

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– Banking revenue grew 3%

– recurring revenue growth of 7% within Banking reflected:

– expansion of existing customer relationships to cloud hosted subscription-based banking offerings, which enable customers' lending, risk management and finance workflows; and

– revenue from Numerated, which the Company acquired in the fourth quarter of 2024;

partially offset by:

– a decline in transaction revenue of 11%, 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 1% and 5%, respectively

– ARR (2) grew 7%

RESEARCH AND INSIGHTS REVENUE


Nine months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


R&I: Global revenue ⇑ $54 million			U.S. Revenue ⇑ $30 million			Non-U.S. Revenue ⇑ $24 million

Global R&I revenue increased 8% compared to the first nine months of 2024 and reflects growth in both the U.S. (8%) and internationally (8%).

The revenue increase was attributable to sales growth for credit research product offerings, which contributed to ARR (2) growth of 8%.

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DATA AND INFORMATION REVENUE


Nine months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


D&I: Global revenue ⇑ $42 million			U.S. Revenue ⇑ $15 million			Non-U.S. Revenue ⇑ $27 million

Global D&I revenue increased 7% compared to the first nine months of 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.


						MA: YTD Operating and SG&A Expense ⇑ $81 million

Compensation expenses of $1,069 million increased $46 million reflecting:

Non-compensation expenses of $589 million increased $35 million reflecting:

— growth in salaries and benefits driven largely by recent acquisitions

— costs associated with recent acquisitions; and

— an increase in costs to support operating growth, including investments to support technology and innovation

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						MA: Adjusted Operating Margin 32.2% ⇑ 270 BPS

Adjusted Operating Margin expansion primarily reflects the aforementioned 9% increase in global MA revenue, partially offset by growth of 5% in operating and SG&A expenses, supported by operational efficiency/disciplined cost management and cost savings from the Strategic and Operational Efficiency Restructuring Program.


Depreciation and amortization

The increase in depreciation and amortization expense primarily reflects higher amortization of internally developed software relating to the development of SaaS-based solutions as well as the amortization of recently acquired intangible assets.


Restructuring


Charges related to asset abandonment

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Moody’s Investors Service

The table below provides a summary of revenue and operating results, followed by further insight and commentary:


	Nine Months Ended September 30,						% Change Favorable (Unfavorable)
	2025			2024
Revenue:
Corporate finance (CFG)	$	1,652		$	1,569		5	%
Structured finance (SFG)	419			380			10	%
Financial institutions (FIG)	590			560			5	%
Public, project and infrastructure finance (PPIF)	486			449			8	%
Total ratings revenue	3,147			2,958			6	%
MIS Other	26			26			—	%
Total external revenue	3,173			2,984			6	%
Intersegment royalty	149			144			3	%
Total	3,322			3,128			6	%
Expenses:
Operating and SG&A (external)	1,149			1,164			1	%
Operating and SG&A (intersegment)	9			10			10	%
Total operating and SG&A expense	1,158			1,174			1	%

Adjusted Operating Income	$	2,164		$	1,954		11	%

Adjusted Operating Margin	65.1		%	62.5		%

Depreciation and amortization	64			58			(10	%)
Restructuring	22			6			(267	%)

The following chart presents changes in rated issuance volumes compared to the first nine months of 2024. To the extent that changes in rated issuance volumes had a material impact on MIS's revenue compared to the prior year, those impacts are discussed below.

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MOODY'S INVESTORS SERVICE REVENUE


Nine months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


MIS: Global revenue ⇑ $189 million			U.S. Revenue ⇑ $112 million			Non-U.S. Revenue ⇑ $77 million

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

CFG REVENUE


Nine months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


CFG: Global revenue ⇑ $83 million			U.S. Revenue ⇑ 32 million			Non-U.S. Revenue ⇑ $51 million

Global CFG revenue for the nine months ended September 30, 2025 and 2024 was comprised as follows :

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The increase in CFG revenue of 5% reflects growth in both the U.S. (3%) and internationally (10%).

Transaction revenue increased $56 million compared to the prior year, which primarily reflected:

– higher issuance activity for speculative-grade bonds driven by elevated third-quarter activity as issuers took advantage of favorable conditions, including tight spreads and lower interest rates, to refinance debt; and

– higher issuance activity for investment-grade bonds, which reflected continued tight credit spreads and investor demand for higher quality credits.

Recurring revenue increased $27 million, primarily reflecting the impact of annual price increases and higher monitored credits.

SFG REVENUE


Nine months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


SFG: Global revenue ⇑ $39 million			U.S. Revenue ⇑ $33 million			Non-U.S. Revenue ⇑ $6 million

Global SFG revenue for the nine months ended September 30, 2025 and 2024 was comprised as follows:

The increase in SFG revenue of 10% reflects growth in both the U.S. (12%) and internationally (5%).

The increase reflected growth across all asset classes, supported by tight credit spreads and strong investor demand.

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FIG REVENUE


Nine months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

_______________________________________________ _________ _______________________________________________


FIG: Global revenue ⇑ $30 million			U.S. Revenue ⇑ $13 million			Non-U.S. Revenue ⇑ $17 million

Global FIG revenue for the nine months ended September 30, 2025 and 2024 was comprised as follows:

The increase in FIG revenue of 5% reflects growth in both in the U.S. (4%) and internationally (6%).

Revenue increased $30 million compared to the same period in the prior year, primarily due to:

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

partially offset by:

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

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PPIF REVENUE


Nine months ended September 30,

2025 ----------------------------------------------------------------------------------- 2024

______________________________________________ _________ _______________________________________________


PPIF: Global revenue ⇑ $37 million			U.S. Revenue ⇑ $35 million			Non-U.S. Revenue ⇑ $2 million

Global PPIF revenue for the nine months ended September 30, 2025 and 2024 was comprised as follows:

The 8% increase in PPIF revenue reflects increases in both the U.S. (12%) and internationally (1%), with the most notable driver of the growth reflecting higher issuance in U.S. Public Finance, particularly within the regional, municipal and higher education sectors.

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						MIS: YTD Operating and SG&A Expense ⇓ $15 million

Compensation expenses of $843 million decreased $24 million, reflecting:

Non-compensation expenses of $306 million increased $9 million, reflecting:

— a decrease in incentive compensation aligned with actual/projected financial and operating performance; partially offset by:

— an increase in charitable contributions; partially offset by

— a regulatory settlement in the prior year relating to MIS' failure to comply with record preservation requirements

— growth in salaries and benefits reflecting higher headcount and annual salary increases


						Adjusted Operating Margin of 65.1% ⇑ 260 BPS

MIS Adjusted Operating Margin expansion primarily reflects the aforementioned 6% increase in revenue.


Restructuring Charges

LIQUIDITY AND CAPITAL RESOURCES

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

Cash Flow

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

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


	Nine Months Ended September 30,				$ Change Favorable (Unfavorable)
	2025		2024		$ Change Favorable (Unfavorable)
Net cash provided by operating activities	$	2,043	$	2,164	$	(121)
Net cash provided by (used in) investing activities	$	44	$	(875)	$	919
Net cash used in financing activities	$	(2,454)	$	(812)	$	(1,642)
Free Cash Flow (1)	$	1,798	$	1,921	$	(123)

(1) Free Cash Flow is a non-GAAP measure and is defined by the Company as net cash provided by operating activities minus cash paid for capital expenditures. Refer to “Non-GAAP Financial Measures” of this MD&A for further information on this financial measure.

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Net cash provided by operating activities

Net cash flows from operating activities for the nine months ended September 30, 2025 decreased by $121 million compared to the same period in 2024, with the most notable drivers reflecting:

– $253 million in higher income tax payments in the current year;

– approximately $100 million in higher incentive compensation payments in 2025 (based on full-year 2024 financial and operating results) compared to payments made in the prior year (based on full-year 2023 financial and operating results);

partially offset by:

– growth in operating income of $267 million coupled with various changes in working capital.

Net cash provided by (used in) investing activities

The $919 million increase in cash provided by investing activities in the nine months ended September 30, 2025 compared to the same period in 2024 was primarily due to:

– a $465 million decrease in purchases of investments, primarily due to the purchase of certificates of deposit in the prior year; and

– a $551 million increase in sales and maturities of investments primarily due to the maturity of certificates of deposit in the first quarter of 2025;

partially offset by:

– higher cash paid for acquisitions, net of cash acquired, of $117 million reflecting the acquisitions of CAPE Analytics and ICR Chile in 2025, compared to the acquisitions of GCR and Praedicat in 2024.

Net cash used in financing activities

The $1,642 million increase in cash used in financing activities in the nine months ended September 30, 2025 compared to the same period in the prior year was primarily attributed to:

– a $700 million repayment of notes payable in 2025;

– a $496 million issuance of notes in the third quarter of 2024; and

– higher cash paid for treasury share repurchases in 2025 of $358 million compared to the same period in the prior year.

Cash and cash equivalents and short-term investments

The Company’s aggregate cash and cash equivalents and short-term investments of $2.3 billion at September 30, 2025 included approximately $1.7 billion located outside of the U.S. Approximately 38% of the Company’s aggregate cash and cash equivalents and short-term investments is denominated in euros and GBP. The Company manages both its U.S. and non-U.S. cash flow to maintain sufficient liquidity in all regions to effectively meet its operating needs.

As a result of the Tax Act, all previously net undistributed foreign earnings have now been subject to U.S. tax. The Company continues to evaluate which entities it will indefinitely reinvest earnings outside the U.S. The Company has provided deferred taxes for those entities whose earnings are not considered indefinitely reinvested. Accordingly, the Company continues to repatriate a portion of its non-U.S. cash in these subsidiaries and will continue to repatriate certain of its offshore cash in a manner that addresses compliance with local statutory requirements, sufficient offshore working capital and any other factors that may be relevant in certain jurisdictions. Notwithstanding the Tax Act, which generally eliminated federal income tax on future cash repatriation to the U.S., cash repatriation may be subject to state and local taxes or withholding or similar taxes.

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Material Cash Requirements

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

Financing Arrangements

Indebtedness

At September 30, 2025, Moody’s had $7.2 billion of outstanding principal on debt and $1 billion of additional capacity available under the Company’s CP Program, which is backstopped by the $1.25 billion 2024 Facility.

The repayment schedule for the Company’s borrowings outstanding at September 30, 2025 is as follows:

For additional information on the Company's outstanding debt, refer to Note 14 to the consolidated financial statements.

Future interest payments and fees associated with the Company's debt and credit facility are expected to be $4.2 billion, of which approximately $300 million is expected to be paid in each of the next five years, and the remaining amount expected to be paid thereafter.

Management may consider pursuing additional long-term financing when it is appropriate in light of cash requirements for operations, share repurchases and other strategic opportunities, which could result in higher financing costs.

Purchase Obligations

Purchase obligations generally include multi-year agreements with vendors to purchase goods or services and mainly include data center/cloud hosting fees and fees for information technology licensing and maintenance. As of September 30, 2025, these purchase obligations totaled approximately $700 million, of which approximately 55% is expected to be paid in the next twelve months and another approximate 45% expected to be paid over the next two subsequent years, with the remainder to be paid thereafter.

Leases

The Company has remaining payments relating to its operating leases of $457 million at September 30, 2025, primarily related to real estate leases, of which $103 million in payments are expected over the next twelve months. For more information on the expected cash flows relating to the Company's operating leases, refer to Note 15 to the consolidated financial statements.

Pension and Other Retirement Plan Obligations

The Company does not anticipate making significant contributions to its funded pension plan in the next twelve months. This plan is overfunded at September 30, 2025, and accordingly holds sufficient investments to fund future benefit obligations. Payments for the Company's unfunded plans are not expected to be material in either the short or long-term.

Dividends and share repurchases

On October 21, 2025, the Board approved the declaration of a quarterly dividend of $0.94 per share for Moody’s common stock, payable December 12, 2025 to shareholders of record at the close of business on November 21, 2025. The continued payment of dividends at this rate, or at all, is subject to the discretion of the Board.

On October 15, 2024, the Board approved $1.5 billion in share repurchase authority. At September 30, 2025, the Company had approximately $0.4 billion of remaining authority under this authorization. On October 21, 2025, the Board authorized an additional $4 billion in share repurchase authority. There is no established expiration date for the remaining authorization.

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Restructuring

As more fully discussed in Note 10 to the consolidated financial statements, the Company is currently in the process of executing the Strategic and Operational Efficiency Restructuring Program. Future cash outlays associated with this program are expected to be approximately $85 million to $115 million, which are expected to be paid out through 2027.

Sources of Funding to Satisfy Material Cash Requirements

The Company believes that it has the financial resources needed to meet its cash requirements and expects to have positive operating cash flow over the next twelve months. Cash requirements for periods beyond the next twelve months will depend, among other things, on the Company’s profitability and its ability to manage working capital requirements. The Company may also borrow from various sources as described above.

NON-GAAP FINANCIAL MEASURES

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

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Adjusted Operating Income and Adjusted Operating Margin :

The Company presents Adjusted Operating Income and Adjusted Operating Margin because management deems these metrics to be useful measures to provide additional perspective on Moody's operating performance. Adjusted Operating Income excludes the impact of: i) depreciation and amortization; ii) restructuring charges/adjustments, and iii) charges related to asset abandonment. Depreciation and amortization are excluded because companies utilize productive assets of different estimated useful lives and use different methods of acquiring and depreciating productive assets. Restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, are excluded as the frequency and magnitude of these charges may vary widely across periods and companies. Refer to Notes 10 and 12 to the consolidated financial statements for further information regarding the nature of the Company’s restructuring programs and asset abandonment, respectively.

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Operating income	$	917		$	738		$	2,581		$	2,314
Adjustments:
Depreciation and amortization	123			108			356			318
Restructuring	21			6			81			13
Charges related to asset abandonment	1			15			4			30
Adjusted Operating Income	$	1,062		$	867		$	3,022		$	2,675
Operating margin	45.7		%	40.7		%	44.3		%	42.7		%
Adjusted Operating Margin	52.9		%	47.8		%	51.8		%	49.4		%

Adjusted Net Income and Adjusted Diluted EPS attributable to Moody's common shareholders:

The Company presents Adjusted Net Income and Adjusted Diluted EPS because management deems these metrics to be useful measures to provide additional perspective on Moody’s operating performance. Adjusted Net Income and Adjusted Diluted EPS exclude the impact of: i) amortization of acquired intangible assets; ii) restructuring charges/adjustments; iii) charges related to asset abandonment; and iv) gains on previously held equity method investments.

The Company excludes the impact of amortization of acquired intangible assets as companies utilize intangible assets with different estimated useful lives and have different methods of acquiring and amortizing intangible assets. These intangible assets were recorded as part of acquisition accounting and contribute to revenue generation. The amortization of intangible assets related to acquisitions will recur in future periods until such intangible assets have been fully amortized. Furthermore, the timing and magnitude of business combination transactions are not predictable and the purchase price allocated to amortizable intangible assets and the related amortization period are unique to each acquisition and can vary significantly from period to period and across companies. Restructuring charges/adjustments and charges related to asset abandonment, which the Company believes are not reflective of its ongoing operating cost structure, are excluded as the frequency and magnitude of these items may vary widely across periods and companies.

The Company excludes the aforementioned items to provide additional perspective when comparing net income and diluted EPS from period to period and across companies as the frequency and magnitude of similar transactions may vary widely across periods.

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	Three Months Ended September 30,								Nine Months Ended September 30,
Amounts in millions	2025				2024				2025				2024
Net Income attributable to Moody's common shareholders			$	646			$	534			$	1,849			$	1,663



Pre-tax Acquisition-Related Intangible Amortization Expenses	$	55			$	51			$	163			$	148
Tax on Acquisition-Related Intangible Amortization Expenses	(14)				(12)				(40)				(36)
Net Acquisition-Related Intangible Amortization Expenses			41				39				123				112

Pre-tax restructuring	$	21			$	6			$	81			$	13
Tax on restructuring	(5)				(1)				(20)				(3)
Net restructuring			16				5				61				10

Pre-tax charges related to asset abandonment	$	1			$	15			$	4			$	30
Tax on charges related to asset abandonment	—				(3)				(1)				(7)
Net charges related to asset abandonment			1				12				3				23
Pre-tax gain on previously held equity method investments	$	—			$	(7)			$	—			$	(7)
Tax on gain on previously held equity method investments	—				2				—				2
Net gain on previously held equity method investments			—				(5)				—				(5)
Adjusted Net Income			$	704			$	585			$	2,036			$	1,803


	Three Months Ended September 30,								Nine Months Ended September 30,
	2025				2024				2025				2024
Diluted earnings per share attributable to Moody's common shareholders			$	3.60			$	2.93			$	10.26			$	9.09



Pre-tax Acquisition-Related Intangible Amortization Expenses	$	0.31			$	0.28			$	0.90			$	0.81
Tax on Acquisition-Related Intangible Amortization Expenses	(0.09)				(0.07)				(0.22)				(0.20)
Net Acquisition-Related Intangible Amortization Expenses			0.22				0.21				0.68				0.61

Pre-tax restructuring	$	0.12			$	0.03			$	0.45			$	0.07
Tax on restructuring	(0.03)				—				(0.11)				(0.02)
Net restructuring			0.09				0.03				0.34				0.05

Pre-tax charges related to asset abandonment	$	0.01			$	0.08			$	0.02			$	0.16
Tax on charges related to asset abandonment	—				(0.01)				—				(0.03)
Net charges related to asset abandonment			0.01				0.07				0.02				0.13
Pre-tax gain on previously held equity method investments	$	—			$	(0.04)			$	—			$	(0.04)
Tax on gain on previously held equity method investments	—				0.01				—				0.01
Net gain on previously held equity method investments			—				(0.03)				—				(0.03)
Adjusted Diluted EPS			$	3.92			$	3.21			$	11.30			$	9.85

Note: the tax impacts in the table above were calculated using tax rates in effect in the jurisdiction for which the item relates.

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Free Cash Flow :

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


	Nine Months Ended September 30,
	2025		2024
Net cash provided by operating activities	$	2,043	$	2,164
Capital additions	(245)		(243)
Free Cash Flow	$	1,798	$	1,921
Net cash provided by (used in) investing activities	$	44	$	(875)
Net cash used in financing activities	$	(2,454)	$	(812)

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Organic Constant Currency Revenue Growth (Decline):

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

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


	Three Months Ended September 30,							Nine Months Ended September 30,
Amounts in millions	2025		2024		Change		Growth	2025		2024		Change		Growth
MCO revenue	$	2,007	$	1,813	$	194	11%	$	5,829	$	5,416	$	413	8%
FX impact	(24)		—		(24)			(37)		—		(37)
Inorganic revenue from acquisitions	(13)		—		(13)			(45)		—		(45)
Organic constant currency MCO revenue	$	1,970	$	1,813	$	157	9%	$	5,747	$	5,416	$	331	6%

MA revenue	$	909	$	831	$	78	9%	$	2,656	$	2,432	$	224	9%
FX impact	(14)		—		(14)			(21)		—		(21)
Inorganic revenue from acquisitions	(13)		—		(13)			(38)		—		(38)
Organic constant currency MA revenue	$	882	$	831	$	51	6%	$	2,597	$	2,432	$	165	7%

Decision Solutions revenue	$	424	$	383	$	41	11%	$	1,242	$	1,114	$	128	11%
FX impact	(5)		—		(5)			(7)		—		(7)
Inorganic revenue from acquisitions	(13)		—		(13)			(38)		—		(38)
Organic constant currency Decision Solutions revenue	$	406	$	383	$	23	6%	$	1,197	$	1,114	$	83	7%

Banking revenue	$	140	$	140	$	—	—%	$	419	$	405	$	14	3%
FX impact	(1)		—		(1)			(1)		—		(1)
Inorganic revenue from acquisitions	(3)		—		(3)			(8)		—		(8)
Organic constant currency Banking revenue	$	136	$	140	$	(4)	(3)%	$	410	$	405	$	5	1%

Insurance revenue	$	171	$	148	$	23	16%	$	502	$	439	$	63	14%
FX impact	(1)		—		(1)			(1)		—		(1)
Inorganic revenue from acquisitions	(10)		—		(10)			(30)		—		(30)
Organic constant currency Insurance revenue	$	160	$	148	$	12	8%	$	471	$	439	$	32	7%

KYC revenue	$	113	$	95	$	18	19%	$	321	$	270	$	51	19%
FX impact	(3)		—		(3)			(5)		—		(5)

Constant currency KYC revenue	$	110	$	95	$	15	16%	$	316	$	270	$	46	17%





Data and Information revenue	$	233	$	213	$	20	9%	$	677	$	635	$	42	7%
FX impact	(6)		—		(6)			(8)		—		(8)

Constant currency Data and Information revenue	$	227	$	213	$	14	7%	$	669	$	635	$	34	5%

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	Three Months Ended September 30,							Nine Months Ended September 30,
Amounts in millions	2025		2024		Change		Growth	2025		2024		Change		Growth















MA recurring revenue	$	875	$	789	$	86	11%	$	2,549	$	2,305	$	244	11%
FX impact	(14)		—		(14)			(22)		—		(22)
Inorganic recurring revenue from acquisitions	(12)		—		(12)			(36)		—		(36)
Organic constant currency MA recurring revenue	$	849	$	789	$	60	8%	$	2,491	$	2,305	$	186	8%

Decision Solutions recurring revenue	$	395	$	346	$	49	14%	$	1,150	$	1,003	$	147	15%
FX impact	(5)		—		(5)			(7)		—		(7)
Inorganic recurring revenue from acquisitions	(12)		—		(12)			(36)		—		(36)
Organic constant currency Decision Solutions recurring revenue	$	378	$	346	$	32	9%	$	1,107	$	1,003	$	104	10%

Banking recurring revenue	$	115	$	112	$	3	3%	$	343	$	320	$	23	7%
FX impact	(1)		—		(1)			(1)		—		(1)
Inorganic recurring revenue from acquisitions	(2)		—		(2)			(7)		—		(7)
Organic constant currency Banking recurring revenue	$	112	$	112	$	—	—%	$	335	$	320	$	15	5%

Insurance recurring revenue	$	168	$	142	$	26	18%	$	487	$	419	$	68	16%
FX impact	(1)		—		(1)			(1)		—		(1)
Inorganic recurring revenue from acquisitions	(10)		—		(10)			(29)		—		(29)
Organic constant currency Insurance recurring revenue	$	157	$	142	$	15	11%	$	457	$	419	$	38	9%

KYC recurring revenue	$	112	$	92	$	20	22%	$	320	$	264	$	56	21%
FX impact	(3)		—		(3)			(5)		—		(5)

Constant currency KYC recurring revenue	$	109	$	92	$	17	18%	$	315	$	264	$	51	19%

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Key Performance Metrics:

The Company presents ARR on an organic constant currency basis for its MA business as a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time. The Company uses ARR to manage and monitor performance of its MA operating segment and believes that this metric is a key indicator of the trajectory of MA's recurring revenue base.

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

The Company’s definition of ARR may differ from definitions utilized by other companies reporting similarly named measures, and this metric should be viewed in addition to, and not as a substitute for, financial measures presented in accordance with GAAP.


Amounts in millions	September 30, 2025		September 30, 2024		Change		Growth






MA ARR
Decision Solutions
Banking	$	466	$	436	$	30	7%
Insurance	628		583		45		8%
KYC	407		351		56		16%
Total Decision Solutions	$	1,501	$	1,370	$	131	10%
Research and Insights	970		899		71		8%
Data and Information	890		832		58		7%
Total MA ARR	$	3,361	$	3,101	$	260	8%

RECENTLY ISSUED ACCOUNTING STANDARDS

Refer to Note 1 to the consolidated financial statements located in Part I of this Form 10-Q for a discussion on the impact to the Company relating to recently issued accounting pronouncements.

CONTINGENCIES

Legal proceedings in which the Company is involved also may impact Moody’s liquidity or operating results. No assurance can be provided as to the outcome of such proceedings. In addition, litigation inherently involves significant costs. For information regarding legal proceedings, see Item 1 - "Financial Statements," Note 16 "Contingencies” in this Form 10-Q.

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FORWARD-LOOKING STATEMENTS

Certain statements contained in this quarterly report on Form 10-Q are forward-looking statements and are based on future expectations, plans and prospects for the Company's business and operations that involve a number of risks and uncertainties. Such statements involve estimates, projections, goals, forecasts, assumptions and uncertainties that could cause actual results or outcomes to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements. Those statements appear at various places throughout this quarterly report on Form 10-Q, including in the sections entitled “Contingencies” under Item 2, “MD&A,” commencing on page 45 of this quarterly report on Form 10-Q, under “Legal Proceedings” in Part II, Item 1, of this Form 10-Q, and elsewhere in the context of statements containing the words “believe,” “expect,” “anticipate,” “intend,” “plan,” “will,” “predict,” “potential,” “continue,” “strategy,” “aspire,” “target,” “forecast,” “project,” “estimate,” “should,” “could,” “may,” and similar expressions or words and variations thereof relating to the Company’s views on future events, trends and contingencies or otherwise convey the prospective nature of events or outcomes generally indicative of forward-looking statements. Stockholders and investors are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements and other information in this document are made as of the date of this quarterly report on Form 10-Q, and the Company undertakes no obligation (nor does it intend) to publicly supplement, update or revise such statements on a going-forward basis, whether as a result of subsequent developments, changed expectations or otherwise, except as required by applicable law or regulation. In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company is identifying certain factors that could cause actual results to differ, perhaps materially, from those indicated by these forward-looking statements.

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

• the uncertain effects of U.S. and foreign government actions affecting international trade and economic policy, including changes and volatility in tariffs and trade policies and retaliatory actions, on credit markets, customers, and customer retention, and demand for our products and services;

• the impact of general economic conditions (including significant government debt and deficit levels and inflation or recessions and related monetary policy actions by governments in response thereto) on worldwide credit markets and on economic activity, including on the level of merger and acquisition activity, and their effects on the volume of debt and other securities issued in domestic and/or global capital markets;

• the uncertain effects of U.S. and foreign government initiatives and monetary policy to respond to the current economic climate, including instability of financial institutions, credit quality concerns, and other potential impacts of volatility in financial and credit markets;

• the impacts of geopolitical events and actions, such as the Russia-Ukraine military conflict, military conflicts in the Middle East, and tensions between India and Pakistan, and of tensions and disputes in political and global relations, on volatility in world financial markets, on general economic conditions and GDP in the U.S. and worldwide and on the Company's own operations and personnel;

• other matters that could affect the volume of debt and other securities issued in domestic and/or global capital markets, including regulation, increased utilization of technologies that have the potential to intensify competition and accelerate disruption and disintermediation in the financial services industry, as well as the number of issuances of securities without ratings or securities which are rated or evaluated by non-traditional parties;

• the level of merger and acquisition activity in the U.S. and abroad;

• the impact of MIS’s withdrawal of its credit ratings on countries or entities within countries and of Moody’s no longer conducting commercial operations in countries where political instability warrants such actions;

• concerns in the marketplace affecting our credibility or otherwise affecting market perceptions of the integrity or utility of independent credit agency ratings;

• the introduction or development of competing and/or emerging technologies and products;

• pricing pressure from competitors and/or customers;

• the level of success of new product development and global expansion;

• the impact of regulation as an NRSRO, the potential for new U.S., state and local legislation and regulations;

• the potential for increased competition and regulation in the jurisdictions in which we operate, including the EU;

• exposure to litigation related to our rating opinions, as well as any other litigation, government and regulatory proceedings, investigations and inquiries to which Moody’s may be subject from time to time;

• provisions in U.S. legislation modifying the pleading standards and EU regulations modifying the liability standards, applicable to CRAs in a manner adverse to CRAs;

• provisions of EU regulations imposing additional procedural and substantive requirements on the pricing of services and the expansion of supervisory remit to include non-EU ratings used for regulatory purposes;

• uncertainty regarding the future relationship between the U.S. and China;

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• the possible loss of key employees and the impact of the global labor environment;

• failures or malfunctions of our operations and infrastructure;

• any vulnerabilities to cyber threats or other cybersecurity concerns;

• the timing and effectiveness of our restructuring programs;

• currency and foreign exchange volatility;

• the outcome of any review by tax authorities of Moody’s global tax planning initiatives;

• exposure to potential criminal sanctions or civil remedies if Moody’s fails to comply with foreign and U.S. laws and regulations that are applicable in the jurisdictions in which Moody’s operates, including data protection and privacy laws, sanctions laws, anti-corruption laws, and local laws prohibiting corrupt payments to government officials;

• the impact of mergers, acquisitions, or other business combinations and the ability of Moody’s to successfully integrate acquired businesses;

• the level of future cash flows;

• the levels of capital investments; and

• a decline in the demand for credit risk management tools by financial institutions, corporate or government entities.

These factors, risks and uncertainties as well as other risks and uncertainties that could cause Moody’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements are described in greater detail under “Risk Factors” in Part I, Item 1A of Moody’s annual report on Form 10-K for the year ended December 31, 2024, and in other filings made by the Company from time to time with the SEC or in materials incorporated herein or therein. Stockholders and investors are cautioned that the occurrence of any of these factors, risks and uncertainties may cause the Company’s actual results to differ materially from those contemplated, expressed, projected, anticipated or implied in the forward-looking statements, which could have a material and adverse effect on the Company’s business, results of operations and financial condition. New factors may emerge from time to time, and it is not possible for the Company to predict new factors, nor can the Company assess the potential effect of any new factors on it. Forward-looking and other statements in this document may also address our corporate responsibility progress, plans, and goals (including sustainability and environmental matters), and the inclusion of such statements is not an indication that these contents are necessarily material to investors or required to be disclosed in the Company’s filings with the Securities and Exchange Commission. In addition, historical, current, and forward-looking sustainability-related statements may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the nine months ended September 30, 2025, the Company entered into new cross-currency swap hedging transactions designated as net investment hedges, which are disclosed in Note 8 to the consolidated financial statements. The related sensitivity analysis disclosed in our Form 10-K for the year ended December 31, 2024 for our derivatives and non-derivatives designated as net investment hedges has been updated below to reflect the Company's exposure to market risk as of September 30, 2025. There have been no material changes to the Company's market risk other than the aforementioned cross-currency swaps during the nine months ended September 30, 2025. For a discussion of the Company’s exposure to market risk, refer to the Company’s market risk disclosures set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our Form 10-K for the year ended December 31, 2024.

Derivatives and non-derivatives designated as net investment hedges:

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

Cross-currency swaps

As of September 30, 2025, the Company had cross-currency swaps designated as net investment hedges to mitigate FX exposure related to a portion of the Company’s net investment in certain foreign subsidiaries against changes in exchange rates. The notional values and corresponding interest rates are disclosed in Note 8 to the consolidated financial statements located in Item 1 of this Form 10-Q.

• If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $433 million unfavorable impact to the fair value of the cross-currency swaps recognized in OCI.

• If the Hong Kong dollar were to strengthen 10% relative to the U.S. dollar, there would be an approximate $50 million unfavorable impact to the fair value of the cross-currency swaps recognized in OCI.

• If the Singapore dollar were to strengthen 10% relative to the Hong Kong dollar, there would be an approximate $31 million unfavorable impact to the fair value of the cross-currency swaps recognized in OCI.

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

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Euro-denominated debt

As of September 30, 2025 the Company has designated €500 million of the 2015 Senior Notes and €750 million of the 2019 Senior Notes as a net investment hedge to mitigate FX exposure relating to euro denominated net investments in subsidiaries. If the euro were to strengthen 10% relative to the U.S. dollar, there would be an approximate $147 million unfavorable adjustment to OCI related to these net investment hedges. This adjustment would be offset by favorable translation adjustments on the Company’s euro net investment in subsidiaries.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures: The Company carried out an evaluation, as required by Rule 13a-15(b) under the Exchange Act, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of the end of the period covered by this report (the “Evaluation Date”). Based on such evaluation, such officers have concluded that, as of the Evaluation Date, the Company’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the communication to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

The Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, has determined that there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, these internal controls over financial reporting during the three-month period ended September 30, 2025.

The Company's disclosure controls and procedures are designed to provide reasonable assurance of achieving their objectives as specified above. The Company's management does not expect, however, that our disclosure controls and procedures will prevent or detect all instances of error and fraud. Any control system, regardless of how well designed and operated, is based upon certain assumptions, and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding legal proceedings, see Item 1 – “Financial Statements – Notes to Consolidated Financial Statements (Unaudited),” Note 16 “Contingencies” in this Form 10-Q.

Item 1A. 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, 2024, 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, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

MOODY'S PURCHASES OF EQUITY SECURITIES

For the three months ended September 30, 2025


Period	Total Number of Shares Purchased (1)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares That May Yet be Purchased Under the Program (2)
July 1- 31	311,587	$	503.31	305,949	$	756	million
August 1- 31	326,809	$	514.10	326,561	$	588	million
September 1- 30	384,824	$	495.05	383,936	$	398	million
Total	1,023,220	$	503.66	1,016,446

(1) Includes surrender to the Company of 5,638; 248; and 888 shares of common stock in July, August, and September, respectively, to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

(2) As of the last day of each of the months. On October 15, 2024, the Board authorized $1.5 billion in share repurchase authority. At September 30, 2025 there was approximately $0.4 billion of share repurchase authority remaining under this authorization. On October 21, 2025, the Board authorized an additional $4 billion in share repurchase authority. There is no established expiration date for the remaining authorization.

During the third quarter of 2025, Moody’s issued a net 53 thousand shares under employee stock-based compensation plans.

Item 5. Other Information

Rule 10b5-1 Plans

On July 30, 2025 , Robert Fauber , the Company's Chief Executive Officer , adopted a trading plan intended to satisfy Rule 10b5-1(c). The plan relates to the sale of up to 43,204 shares of Moody’s Corporation common stock between October 28, 2025, and October 30, 2026 . The shares include: i) shares which will be acquired upon the exercise of employee stock options; ii) vested restricted stock units; and iii) vested performance share units.

On July 29, 2025 , Richard Steele , the Company's General Counsel , adopted a trading plan intended to satisfy Rule 10b5-1(c). The plan relates to the sale of up to 1,399 shares of Moody’s Corporation common stock between October 28, 2025 and July 31, 2026 . The shares include: i) vested restricted stock units ; and ii) vested performance share units.

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Item 6. Exhibits


Exhibit No						Description
3						Articles of Incorporation and By-laws

.1						Restated Certificate of Incorporation of the Registrant, effective Ap ril 1 7 , 202 4 (incorporated by reference to Exhibit 3.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filed April 1 9 , 202 4 )

.2						Amended and Restated By-laws of Moody’s Corporation, effective October 1 4 , 202 5 (incorporated by reference to Exhibit 3. 1 to the Report on Form 8-K of the Registrant, file number 1-14037, filed October 1 7 , 202 5 )

31						Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

.1*						Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

.2*						Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32						Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

.1*						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The Company has furnished this certification and does not intend for it to be considered filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934

.2*						Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The Company has furnished this certification and does not intend for it to be considered filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934

101.INS*						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*						Inline XBRL Taxonomy Extension Schema Document
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*						Inline XBRL Definitions Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		MOODY’S CORPORATION


	By:	/ S / NOÉMIE HEULAND
		Noémie Heuland
		Senior Vice President and Chief Financial Officer
		(principal financial officer)

	By:	/ S / JASON PHILLIPS
		Jason Phillips
		Chief Accounting Officer and Corporate Controller
		(principal accounting officer)

Date: October 23, 2025

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Part I. Financial Information Item 1. Financial Statements Note 1. Description Of Business and Basis Of Presentation Note 2. Summary Of Significant Accounting Policies Note 3. Revenues Note 4. Stock-based Compensation Note 5. Income Taxes Note 6. Reconciliation Of Weighted Average Shares Outstanding Note 7. Cash Equivalents and Investments Note 8. Derivative Instruments and Hedging Activities Note 9. Goodwill and Other Acquired Intangible Assets Note 10. Restructuring Note 11. Fair Value Note 12. Other Balance Sheet and Statements Of Operations Information Note 13. Comprehensive Income and Accumulated Other Comprehensive Loss Note 14. Indebtedness Note 15. Leases Note 16. Contingencies Note 17. Segment Information Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

Exhibits

.1 Restated Certificate of Incorporation of the Registrant, effectiveApril17, 2024(incorporated by reference to Exhibit 3.3 to the Report on Form 8-K of the Registrant, file number 1-14037, filedApril19, 2024) .2 Amended and Restated By-laws of Moodys Corporation, effectiveOctober14, 2025(incorporated by reference to Exhibit 3.1to the Report on Form 8-K of the Registrant, file number 1-14037, filedOctober17, 2025) .1* Chief Executive Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .2* Chief Financial Officer Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 .1* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The Company has furnished this certification and does not intend for it to be considered filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 .2* Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. The Company has furnished this certification and does not intend for it to be considered filed under the Securities Exchange Act of 1934 or incorporated by reference into future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934

Customer name	Ticker
Truist Financial Corporation	TFC
Diebold Nixdorf, Incorporated	DBD
Fifth Third Bancorp	FITB
First Horizon Corporation	FHN
Franklin Resources, Inc.	BEN
Huntington Bancshares Incorporated	HBAN
Raymond James Financial, Inc.	RJF
Safeguard Scientifics, Inc.	SFE
The Travelers Companies, Inc.	TRV
Wells Fargo & Company	WFC
Wells Fargo & Company	WFC

MCO 10-Q Quarter ended Sept. 30, 2025

Exhibits