Moodys Corp: Form 10-Q for the period ended Sep 30, 2025

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.

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).

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.

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.

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

At July 31, 2025, the Company performed qualitative assessments for each 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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Moody's Corporation

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

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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

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Third Quarter SG&A Expense ⇑ $19 million

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

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.

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.

Segment Results

Moody’s Analytics

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

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.

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
• 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%.

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

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.

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

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.

Moody’s Investors Service

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

The following chart presents changes in rated issuance volumes compared to the 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.

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

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

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:

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.

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

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

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.

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.

62

Moody’s Corporation

GLOBAL REVENUE

Nine months ended September 30,

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

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

YTD SG&A Expense ⇑ $42 million

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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

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.

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

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).

Segment Results

Moody’s Analytics

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

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.

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
• 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%.

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

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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

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.

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.

Moody’s Investors Service

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

The following chart presents changes in rated issuance volumes compared to the 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.

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:

* 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 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.

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.

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.

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

Adjusted Operating Margin of 65.1% ⇑ 260 BPS

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

Restructuring Charges

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.

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:

(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.

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.

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.

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:

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.

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.

Amounts in millions

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

Free Cash Flow:

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

82

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:

Amounts in millions

83

Amounts in millions

84

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

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.

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;
• 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.

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.

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.

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.

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.