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Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED December 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO .
COMMISSION FILE NUMBER 1-14037
MOODY’S CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
| Delaware | 13-3998945 | ||||
| (STATE OF INCORPORATION) | (I.R.S. EMPLOYER IDENTIFICATION NO.) |
7 World Trade Center at 250 Greenwich Street, New York, New York 10007
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(ZIP CODE)
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 553-0300.
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| TITLE OF EACH CLASS | TRADING SYMBOL(S) | NAME OF EACH EXCHANGE ON WHICH REGISTERED | ||||||||||||||||||
| Common Stock, par value $0.01 per share | MCO | New York Stock Exchange | ||||||||||||||||||
| 1.75% Senior Notes Due 2027 | MCO 27 | New York Stock Exchange | ||||||||||||||||||
| 0.950% Senior Notes Due 2030 | MCO 30 | New York Stock Exchange |
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☑ | Accelerated Filer ☐ | Non-accelerated Filer ☐ | Smaller reporting company | ☐ | Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of Moody’s Corporation Common Stock held by nonaffiliates* on June 30, 2025 (based upon its closing transaction price on the New York Stock Exchange on such date) was approximately $87 billion.
As of January 31, 2026, 177.3 million shares of Common Stock of Moody’s Corporation were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for use in connection with its annual meeting of stockholders scheduled to be held on April 14, 2026, are incorporated by reference into Part III of this Form 10-K.
The Index to Exhibits is included as Part IV, Item 15(3) of this Form 10-K.
*Calculated by excluding all shares held by executive officers and directors of the Registrant without conceding that all such persons are “affiliates” of the Registrant for purposes of federal securities laws.
| Auditor Name: | KPMG LLP | Auditor Location: | New York, NY | Auditor Firm ID: | 185 |
MOODY'S 2025 10-K 1
MOODY’S CORPORATION
INDEX TO FORM 10-K
2 MOODY'S 2025 10-K
MOODY'S 2025 10-K 3
GLOSSARY OF TERMS AND ABBREVIATIONS
The following terms, abbreviations and acronyms are used to identify frequently used terms in this report:
| TERM | DEFINITION | ||||
| Acquisition-Related Intangible Amortization Expense | Amortization expense relating to definite-lived intangible assets acquired by the Company from all business combination transactions | ||||
| Adjusted Diluted EPS | Diluted EPS excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures” | ||||
| Adjusted Net Income | Net Income excluding the impact of certain items as detailed in the section entitled “Non-GAAP Financial Measures” | ||||
| Adjusted Operating Income | Operating income excluding the impact of certain items as detailed in the section entitled "Non-GAAP Financial Measures" | ||||
| Adjusted Operating Margin | Adjusted Operating Income divided by revenue | ||||
| AI | Artificial Intelligence | ||||
| Americas | Represents countries within North and South America, excluding the U.S. | ||||
| AOCI(L) | Accumulated other comprehensive income (loss); a separate component of shareholders’ equity | ||||
| ARR | Annualized Recurring Revenue; a supplemental performance metric to provide additional insight on the estimated value of MA's recurring revenue contracts at a given point in time, excluding the impact of FX and contracts related to acquisitions | ||||
| ASC | The FASB Accounting Standards Codification; the sole source of authoritative GAAP as of July 1, 2009 except for rules and interpretive releases of the SEC, which are also sources of authoritative GAAP for SEC registrants | ||||
| Asia-Pacific | Represents Australia and countries in Asia including but not limited to: China, India, Indonesia, Japan, Republic of South Korea, Malaysia, Singapore, Sri Lanka and Thailand | ||||
| ASU | The FASB Accounting Standards Update to the ASC. Provides background information for accounting guidance and the bases for conclusions on the changes in the ASC. ASUs are not considered authoritative until codified into the ASC | ||||
| BES | Business Engagement Survey; A Moody's employee survey that focuses on purpose, leadership, manager effectiveness, well-being, connection and empowerment | ||||
| BitSight | A provider that helps global market participants understand cyber risk through ratings, analytics, and performance management tools; the Company acquired a minority investment in BitSight in 2021 | ||||
| Board | The board of directors of the Company | ||||
| BPS | Basis points | ||||
| BRG | Business Resource Group | ||||
| CAO | Chief Administrative Officer | ||||
| CAD | Canadian dollar | ||||
| CCXI | China Cheng Xin International Credit Rating Co. Ltd.; the first and largest domestic credit rating agency approved by the People’s Bank of China; the Company acquired a 49% interest in 2006 and currently Moody’s owns 30% of CCXI | ||||
| CCPA | California Consumer Privacy Act; a privacy law enacted in 2018 by the state of California to regulate the way businesses all over the world can collect, use and share the personal information of California residents | ||||
| CEO | Chief Executive Officer | ||||
| CFG | Corporate finance group; a LOB of MIS | ||||
| CISO | Chief Information Security Officer | ||||
| CMBS | Commercial mortgage-backed securities; an asset class within SFG | ||||
4 MOODY'S 2025 10-K
| TERM | DEFINITION | ||||
| 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 Notes | Unsecured commercial paper issued under the CP Program | ||||
| CP Program | A program entered into on August 3, 2016 allowing the Company to privately place CP up to a maximum of $1 billion for which the maturity may not exceed 397 days from the date of issue, and which is backstopped by the 2024 Facility | ||||
| CPRA | California Privacy Rights Act of 2020; an amendment to the CCPA, which adds additional consumer privacy rights and obligations for businesses | ||||
| CRAs | Credit rating agencies | ||||
| CRE | Commercial Real Estate | ||||
| CRRO | Chief Risk and Resiliency Officer | ||||
| CTPP | Critical ICT third-party provider | ||||
| CTSO | Chief Technology Services Officer | ||||
| Data and Information (D&I) | LOB within MA which provides vast data sets on companies and securities via data feeds and data applications products | ||||
| DBPPs | Defined benefit pension plans | ||||
| Decision Solutions (DS) | LOB within MA that provides subscription-based solutions supporting banking, insurance, and KYC workflows. This LOB utilizes components from the Data & Information and Research & Insights LOBs to provide risk assessment solutions | ||||
| Dodd-Frank Act | Dodd-Frank Wall Street Reform and Consumer Protection Act | ||||
| DORA | The European Union Digital Operational Resilience Act | ||||
| EBITDA | Earnings before interest, taxes, depreciation and amortization | ||||
| EMEA | Represents countries within Europe, the Middle East and Africa | ||||
| EPS | Earnings per share | ||||
| ESG | Environmental, Social and Governance | ||||
| ESMA | European Securities and Markets Authority | ||||
| ESTR | Euro Short-Term Rate | ||||
| ESPP | Employee stock purchase plan | ||||
| ETR | Effective tax rate | ||||
| EU | European Union | ||||
| EU AI Act | A European regulation adopted in 2024 to introduce a common regulatory and legal framework for artificial intelligence | ||||
| EU Institutions | Refers to the main EU institutions including: the European Parliament, European Commission, European Council, Council of the European Union, European Central Bank, European Court of Justice, among others | ||||
| EUR | Euros | ||||
| Eurozone | Monetary union of the EU member states which have adopted the euro as their common currency | ||||
MOODY'S 2025 10-K 5
| TERM | DEFINITION | ||||
| Excess Tax Benefits | The difference between the tax benefit realized at exercise of an option or delivery of a restricted share and the tax benefit recorded at the time the option or restricted share is expensed under GAAP | ||||
| Exchange Act | The Securities Exchange Act of 1934, as amended | ||||
| External Revenue | Revenue excluding any intersegment amounts | ||||
| FASB | Financial Accounting Standards Board | ||||
| FCA | Financial Conduct Authority; supervises Credit Rating Agencies in the U.K. in order to ensure credit ratings are independent, objective and of adequate quality | ||||
| FIG | Financial institutions group; an LOB of MIS | ||||
| Free Cash Flow | Net cash provided by operating activities less cash paid for capital additions | ||||
| FTC | Federal Trade Commission | ||||
| FTSE | Financial Times Stock Exchange | ||||
| FX | Foreign exchange | ||||
| GAAP | U.S. Generally Accepted Accounting Principles | ||||
| GBP | British pounds | ||||
| GCR (Global Credit Rating Company Limited and subsidiaries) | A domestic credit rating agency with operations spanning Africa; the Company acquired a controlling financial interest in GCR in July 2024; the Company previously accounted for GCR as an equity method investment | ||||
| GDP | Gross domestic product | ||||
| GDPR | General Data Protection Regulation; a European regulation implemented in 2018 to enhance EU citizens' control over the personal data that companies can legally hold. GDPR was simultaneously implemented in the U.K., with slight modification to the EU's regulation in 2021 following the withdrawal of the U.K. from the EU | ||||
| Gen AI | Generative Artificial Intelligence | ||||
| GLoBE | Global Anti-Base Erosion, also known as "Pillar II"; tax model issued by the OECD in 2023 | ||||
| HKD | Hong Kong Dollar | ||||
| ICR Chile | A domestic credit rating agency with operations in Chile; the Company acquired ICR Chile in Q3 2025 | ||||
| ICRA | ICRA Limited; a provider of credit ratings and research in India | ||||
| Incident Response Plan | The Company's Information Security Incident Response Plan | ||||
| INR | Indian rupee | ||||
| ICT | Information, communication and technology | ||||
| IRS | Internal Revenue Service | ||||
| ISO 27001 | An international standard to manage information security | ||||
| JPY | Japanese yen | ||||
| KMV | KMV LLC and KMV Corporation (“KMV”); a provider of market-based quantitative services for banks and investors in credit-sensitive assets acquired by Moody's in April 2002 | ||||
| KYC | Know-your-customer | ||||
| LLM | Large language model used in the context of Gen AI | ||||
| LOB | Line of business | ||||
| MA | Moody’s Analytics - a reportable segment of MCO; consists of three LOBs - Decision Solutions; Research and Insights; and Data and Information | ||||
| ML | Machine Learning | ||||
6 MOODY'S 2025 10-K
| TERM | DEFINITION | ||||
| MAKS | Moody’s Analytics Knowledge Services; formerly known as Copal Amba; provided offshore research and analytic services to the global financial and corporate sectors; business was divested in the fourth quarter of 2019 and a reporting unit within the MA reportable segment | ||||
| MCO | Moody’s Corporation and its subsidiaries; the Company; Moody’s | ||||
| MD&A | Management’s Discussion and Analysis of Financial Condition and Results of Operations | ||||
| M&A | Mergers and acquisitions | ||||
| MIS | Moody’s Investors Service - a reportable segment of MCO; consists of five LOBs - CFG; SFG; FIG; PPIF; and MIS Other | ||||
| MIS Other | Consists of financial instruments pricing services in the Asia-Pacific region, ICRA non-ratings revenue, and revenue from professional services. These businesses are components of MIS; MIS Other is an LOB of MIS | ||||
| MNPI | Material non-public information | ||||
| Moody’s | Moody’s Corporation and its subsidiaries; MCO; the Company | ||||
| Moody's Local | A ratings platform focused on providing credit rating services in Latin American capital markets | ||||
| MSS | Moody's Shared Services; primarily consists of information technology and support staff such as finance, human resources and legal that support both MA and MIS | ||||
| NAV | Net asset value | ||||
| Net Income | Net income attributable to Moody’s Corporation, which excludes net income from consolidated noncontrolling interests belonging to the minority interest holder | ||||
| Net Zero Assessments | An independent assessment of an entity’s carbon transition plan relative to a global net zero pathway, consistent with the goals of the 2015 Paris Agreement on climate change | ||||
| NIST | The National Institute of Standards and Technology | ||||
| NIST Framework | NIST Cybersecurity Framework; a set of cybersecurity best practices and recommendations from the NIST | ||||
| NM | Percentage change is not meaningful | ||||
| Non-compensation expense | Non-compensation expenses include costs incurred that are not related to employee compensation. This includes, but is not limited to, consulting and professional service fees, hosting and licensing expenses, rent, and marketing expenses. These expenses are charged to income as incurred | ||||
| Non-GAAP | A financial measure not in accordance with GAAP; these measures, when read in conjunction with the Company’s reported results, can provide useful supplemental information for investors analyzing period-to-period comparisons of the Company’s performance, facilitate comparisons to competitors’ operating results and to provide greater transparency to investors of supplemental information used by management in its financial and operational decision making | ||||
| NRSRO | Nationally Recognized Statistical Rating Organization, which is a credit rating agency registered with the SEC | ||||
| Numerated | A provider of commercial lending platforms; the Company acquired Numerated in November 2024 | ||||
| OBBBA | The “One Big Beautiful Bill Act” enacted into U.S. law on July 4, 2025 | ||||
| OCI(L) | Other comprehensive income (loss); includes gains and losses on cash flow and net investment hedges, certain gains and losses relating to pension and other retirement benefit obligations and foreign currency translation adjustments | ||||
| OECD | Organization for Economic Co-operation and Development | ||||
| Operating segment | Term defined in the ASC relating to segment reporting; the ASC defines an operating segment as a component of a business entity that has each of the three following characteristics: i) the component engages in business activities from which it may recognize revenue and incur expenses; ii) the operating results of the component are regularly reviewed by the entity’s chief operating decision maker; and iii) discrete financial information about the component is available | ||||
MOODY'S 2025 10-K 7
| TERM | DEFINITION | ||||
| Other Retirement Plans | Moody's Postretirement Medical and Life Insurance Plan | ||||
| PCS | Post-Contract Customer Support | ||||
| Pillar II | Tax model issued by the OECD in 2023; also referred to as the "Global Anti-Base Erosion" or "GLoBE" rules | ||||
| PPIF | Public, project and infrastructure finance; an LOB of MIS | ||||
| Praedicat | A provider of casualty insurance analytics; the Company acquired a controlling financial interest in Praedicat in September 2024; the Company previously accounted for Praedicat as an equity method investment | ||||
| Profit Participation Plan | Defined contribution profit participation plan that covers substantially all U.S. employees of the Company | ||||
| Recurring Revenue | For MA, represents subscription-based revenue and software maintenance revenue. For MIS, represents recurring monitoring fees of a rated debt obligation and/or entities that issue such obligations, as well as revenue from programs such as commercial paper, medium-term notes and shelf registrations. For MIS Other, represents financial instrument pricing services. | ||||
| Reform Act | Credit Rating Agency Reform Act of 2006 | ||||
| Reporting unit | The level at which Moody’s evaluates its goodwill for impairment under U.S. GAAP; defined as an operating segment or one level below an operating segment | ||||
| Research and Insights (R&I) | LOB within MA that provides models, scores, insights and commentary. This LOB includes credit research; credit models and analytics; economics data and models; and structured finance solutions | ||||
| Retirement Plans | Moody’s funded and unfunded pension plans, the healthcare plans and life insurance plans | ||||
| RMBS | Residential mortgage-backed securities; an asset class within SFG | ||||
| RMS | A global provider of climate and natural disaster risk modeling and analytics; acquired by the Company in September 2021 | ||||
| ROU Asset | Assets which represent the Company’s right to use an underlying asset for the term of a lease | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| Second Party Opinions | An independent assessment of how debt instruments or financing frameworks align to sustainability principles and the extent to which they are expected to contribute to long-term sustainable development | ||||
| Securities Act | Securities Act of 1933, as amended | ||||
| SFG | Structured finance group; an LOB of MIS | ||||
| SG&A | Selling, general and administrative expenses | ||||
| SGD | Singapore dollar | ||||
| SOC 1 | An examination of controls at a service organization that are likely to be relevant to user entities’ internal control over financial reporting, as defined by the American Institute of Certified Public Accountants | ||||
| SOC 2 | A report on controls at a service organization relevant to security, availability, processing integrity, confidentiality, or privacy, as defined by the American Institute of Certified Public Accountants | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| SSP | Standalone selling price | ||||
| Strategic and Operational Efficiency Restructuring Program | Multi-year restructuring program approved by the CEO of Moody’s on December 19, 2024 relating to the Company's strategy to realign the business toward high priority growth areas and to consolidate certain functions to simplify the organizational structure to enable efficiency and improved operating leverage; includes a reduction in staff, the rationalization and exit of certain real estate leases and incremental amortization of certain software | ||||
| T&M | Time-and-Material | ||||
| Tax Act | The “Tax Cuts and Jobs Act” enacted into U.S. law on December 22, 2017, which significantly amended the tax code in the U.S. | ||||
8 MOODY'S 2025 10-K
| TERM | DEFINITION | ||||
| TCRC | The Tech and Cyber Risk Committee | ||||
| Transaction Revenue | For MA, represents perpetual software license fees and revenue from software implementation services, risk management advisory projects, and training and certification services. For MIS (excluding MIS Other), represents the initial rating of a new debt issuance as well as other one-time fees. For MIS Other, represents revenue from professional services | ||||
| U.K. | United Kingdom | ||||
| U.S. | United States | ||||
| USD | U.S. dollar | ||||
| UTPs | Uncertain tax positions | ||||
| WACC | Weighted Average Cost of Capital | ||||
| 2022 - 2023 Geolocation Restructuring Program | Restructuring program approved by the CEO of Moody’s on June 30, 2022 relating to the Company's post-COVID-19 geolocation strategy and other strategic initiatives; includes the rationalization and exit of certain real estate leases and a reduction in staff, including the relocation of certain job functions from their current locations |
MOODY'S 2025 10-K 9
PART I